TIDMMAN
RNS Number : 9483T
Manroy PLC
26 November 2013
Manroy PLC ("Manroy" or the "Company")
Statement regarding recent share price movement
Manroy, the AIM quoted UK defence contractor, notes the recent
movement in its share price and confirms that it is in very
preliminary separate talks with each of Herstal SA ("Herstal"),
Beretta Holding S.p.A. ("Beretta") and U.S. Ordnance, Inc. ("USO"),
which may or may not lead to an offer being made for the whole of
the issued share capital of the Company.
There can be no certainty that a formal offer will be made for
the Company or the terms on which such an offer may be made.
This announcement does not amount to a firm intention to make an
offer under Rule 2.7 of the City Code on Takeovers and Mergers (the
"Code").
As a consequence of this announcement, an 'Offer Period' has now
commenced in respect of the Company in accordance with the rules of
the Code.
In accordance with Rule 2.6(a) of the Code, Herstal, Beretta and
USO must, by not later than 5.00 p.m. on 24 December 2013, being
the 28(th) day following the date of this announcement, either
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.10 of the Code, the Company confirms
that, as at the close of business on 25 November 2013, its issued
share capital consisted of 19,044,202 ordinary shares with a
nominal value of 5 pence each ("Ordinary Shares"). The
International Securities Identification Number for the Ordinary
Shares is GB00B4L12X65. Also in accordance with Rule 2.10 of the
Code, Herstal has confirmed to the Board of the Company that any
offer, if made, is likely to be solely in cash.
A further announcement will be made in due course, as
appropriate.
Enquiries:
Manroy Plc Tel: 01252 874 177
Glyn Bottomley, Chief Executive
Paul Carter, Finance Director
Opus Corporate Finance Tel: 020 7025 3600
(Financial Adviser & Rule 3 Adviser)
Malcolm Strang/ John McElroy
Allenby Capital Limited Tel: 020 3328 5656
(Nomad & Corporate Broker)
Mark Connelly / Alex Price
Bankside Consultants
(PR Adviser)
Richard Pearson/ Simon Rothschild Tel: 020 7367 8888
Notes to Editors:
1. Manroy is a UK based defence contractor specialising in the
supply of weapon systems for land, air and maritime
applications.
2. A key Ministry of Defence supplier for 26 years, Manroy
designs, manufactures, supplies and supports:
-- The 12.7mm M2 Heavy Machine Gun ("HMG"), also known as the 0.50" calibre HMG;
-- The 7.62mm General Purpose Machine Gun ("GPMG");
-- HMG Quick Change Barrel kits;
-- A range of turret products for armoured fighting vehicles;
-- Weapon tripods and weapon mounting systems
3. Production of the HMG, along with support and spares is
Manroy's core area of operation. In recent years Manroy has
increasingly focused on the export market and diversification of
its customer base into new territories.
4. Manroy owns 49% of North Carolina based Manroy USA ("MUSA"),
a defence supplier to both military and civilian agencies.
5. MUSA manufactures a range of weapons systems and ancillary products, including:
-- The M2 HMG
-- M2 HMG Quick Change Barrel kits
-- Barrel manufacturing for both the military and commercial markets
-- M16 and M4 military rifles
-- Electronic boresights
-- Mounting systems
-- Commercial rifles and parts
6. MUSA's acquisition of the business and assets of Sabre
Industries in March 2011 enhanced its penetration of the US
market.
7. In April 2012, $10.4m (GBP6.6m) of Sabre's contracts with the
US Department of Defense were successfully novated to MUSA.
The Group adheres strictly to UK legislation concerning the sale
of weapons to foreign countries. Manroy's overseas sales are
undertaken in adherence to UK Government regulations and approvals.
Such sales are only undertaken after all appropriate UK Government
licenses have been granted.
Disclaimer
Opus Corporate Finance ("Opus") which is regulated in the United
Kingdom by The Financial Conduct Authority is acting for the
Company in relation to the matters described in this announcement
and is not advising any other person, and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Opus or for providing advice
in relation to the matters described in this announcement.
Allenby Capital Limited ("Allenby Capital") which is regulated
in the United Kingdom by The Financial Conduct Authority is acting
for the Company in relation to the matters described in this
announcement and is not advising any other person, and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Allenby Capital
or for providing advice in relation to the matters described in
this announcement
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3:30pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3:30pm (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror, must
make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3:30pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
The defined terms used in this section "Dealing Disclosure
Requirements" are defined in the Code which can be found on the
Panel's website.
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at http://www.manroy.com by no later than 12 noon
(London time) on 27(th) November 2013, being the date following the
date of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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