TIDMLTC
RNS Number : 4996C
Latchways PLC
16 October 2015
Latchways plc
16 October 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 October 2015
Recommended Cash Acquisition
of
Latchways plc ("Latchways")
by
MSA UK Holdings Limited ("Bidco")
(an indirect wholly-owned subsidiary of MSA Safety Incorporated
("MSA"))
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Suspension of listing and trading of Latchways Shares
On 1 September 2015, the Boards of MSA and Latchways announced
that they had reached agreement on the terms of a unanimously
recommended cash acquisition pursuant to which Bidco will acquire
the entire issued and to be issued ordinary share capital of
Latchways (the "Acquisition"). As outlined in that announcement,
the Acquisition is to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
On 9 October, the Scheme was approved by the Scheme Shareholders
at the Court Meeting and the special resolution to authorise the
directors of Latchways to take all such action as they may consider
necessary or appropriate for carrying the Scheme into full effect,
and to amend the articles of association, was passed at the
Latchways General Meeting.
Pursuant to the terms of the Scheme and Listing Rule 5.3, and
following applications by Latchways to the UK Listing Authority and
the London Stock Exchange, Latchways announces that the listing of
Latchways Shares on the premium listing segment of the Official
List and the trading of Latchways Shares on the London Stock
Exchange's Main Market have each been suspended with effect from
7.30 a.m. (London time) today, 16 October 2015.
Next steps
The High Court of Justice of England and Wales is expected to
sanction the Scheme at the Scheme Court Hearing later today (16
October 2015) and the Effective Date of the Scheme is expected to
be on, or around, 23 October 2015. The cancellation of the listing
of Latchways Shares on the premium listing segment of the Official
List and the cancellation of the admission to trading of Latchways
Shares on the London Stock Exchange's Main Market have been applied
for and are expected to take effect by 8.00 a.m. on the Business
Day following the Effective Date.
Further announcements will be made when the Scheme has been
sanctioned by the Court, when the Scheme has become Effective and
when the listing and admission to trading of Latchways Shares have
each been cancelled.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the Scheme Document sent to Latchways Shareholders on 16
September 2015.
If any of the key dates set out in the expected timetable
change, Latchways will give notice of this change by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Latchways' website at www.latchways.com and on MSA's
website at www.msasafety.com, respectively.
Subject to certain restrictions, a copy of this announcement
will be available on Latchways' website at www.latchways.com by no
later than 12 noon on the business day following this
announcement.
Enquiries
Bidco and MSA:
Kenneth Krause, Vice President, Strategic Finance and Treasurer
Tel: +1 724 741 8534
Lazard:
(Financial Adviser to Bidco and MSA)
Mark McMaster Tel: +44 207 187 2000
Jean Greene
Richard Shaw
Eugene Schreider
Latchways:
David Hearson Tel: +44 1380 732700
Rex Orton
Rothschild:
(Financial Adviser to Latchways)
Paul Simpson Tel: +44 121 600 5252
John Byrne
N+1 Singer:
(Corporate Broker to Latchways)
Shaun Dobson Tel: +44 207 496 3000
Alex Wright
IFC Advisory:
(Public Relations Adviser to Latchways)
Graham Herring Tel: +44 203 053 8671
Tim Metcalfe
Important notices
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively as financial adviser to Latchways and for no one else
in connection with the Acquisition and the subject matter of this
announcement and will not be responsible to anyone other than
Latchways for providing the protections afforded to its clients or
for providing advice in connection with the Acquisition or the
subject matter of this announcement.
N+1 Singer, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as corporate broker to Latchways and no one else in connection with
the Acquisition and the subject matter of this announcement and
will not be responsible to anyone other than Latchways for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or the subject matter of
this announcement.
Lazard, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively as
financial adviser to Bidco and MSA and no one else in connection
with the Acquisition and will not be responsible to anyone other
than Bidco and MSA for providing the protections afforded to
clients of Lazard, nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Lazard nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard in connection with this
announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and
the Takeover Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors
The Acquisition relates to the shares of an English company that
is not registered under US Securities Exchange Act of 1934 (the "US
Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements in the United States tender offer and proxy
solicitation rules under the Exchange Act. Financial information
included (or incorporated by reference) in this announcement and
the Scheme Document in relation to Latchways has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. It may be difficult for US holders
of Latchways Shares to enforce their rights and any claim arising
out of US federal laws, since Latchways and certain affiliates of
MSA are located in a non-US jurisdiction and some or all of their
officers and directors may be resident in a non-US jurisdiction. US
holders of Latchways Shares may not be able to sue a non-US company
or its officers or directors in a non-US court for violations of
the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US
court's judgement. If Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, such offer will be made in
compliance with applicable US laws and regulations.
Provision of certain information
(MORE TO FOLLOW) Dow Jones Newswires
October 16, 2015 03:32 ET (07:32 GMT)
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