TIDMPFL
RNS Number : 7263M
Premier Farnell PLC
17 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
17 October 2016
RECOMMED CASH ACQUISITION
of
Premier Farnell plc ("Premier Farnell")
By
Avnet Bidco Limited ("Bidco")
an indirect wholly owned subsidiary of
Avnet, Inc., ("Avnet")
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
SCHEME EFFECTIVE
On 13 October 2016, Premier Farnell announced that the High
Court of Justice in England and Wales had made an order sanctioning
the scheme of arrangement (the "Scheme") relating to the
recommended cash offer by Bidco, an indirect wholly-owned
subsidiary of Avnet, for the entire issued and to be issued share
capital of Premier Farnell (the "Acquisition").
Premier Farnell is today pleased to announce that the Scheme has
now become effective in accordance with its terms.
Given the above, Premier Farnell announces that each of Val
Gooding (Chairman), Jos Opdeweegh (Chief Executive Officer), Paul
Withers (Non-Executive Director), Thomas Reddin (Non-Executive
Director), Peter Ventress (Non-Executive Director), Gary Hughes
(Non-Executive Director) and Geraint Anderson (Non-Executive
Director) has tendered his or her resignation and will step down
from the Premier Farnell Board with immediate effect. Further, Jos
Opdeweegh's role as Chief Executive Officer of an English listed
public company no longer exists within the Combined Group and he
will therefore cease to be an employee of Premier Farnell with
immediate effect. Following such resignations, the Premier Farnell
Board will comprise Michael Ryan McCoy and William Read
Crowell.
Scheme Shareholders on the register at the Scheme Record Time,
being 6:00 p.m. on 14 October 2016, will receive 185 pence in cash
for each Scheme Share held.
As announced earlier today, the trading in Premier Farnell
Shares on the London Stock Exchange's Main Market for listed
securities and the listing of Premier Farnell Shares on the premium
listing segment of the Official List were each suspended with
effect from 7:30 a.m. on 17 October 2016. The delisting of Premier
Farnell Shares from the premium segment of the Official List and
the cancellation of admission to trading of Premier Farnell Shares
on the London Stock Exchange's Main Market is expected to take
place by no later than 8 a.m. on 18 October 2016. A further
announcement will be made when the admission to listing and to
trading of the Premier Farnell Shares have each been cancelled.
The latest date for despatch of cheques and settlement of cash
consideration in relation to the Acquisition through CREST is on or
by 31 October 2016.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
scheme circular published by Premier Farnell on 19 August 2016.
Other
All references to times in this announcement are to London time
unless otherwise stated.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
Enquiries
Premier Farnell: +44 (0) 207 851 4107
Paul Sharma
Investor Relations
Lazard (Financial Adviser
to Premier Farnell): +44 (0) 207 187 2000
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Eugene Schreider
FTI Consulting (PR Adviser
to Premier Farnell): +44 (0) 203 727 1340
Richard Mountain
Andrew Lorenz
Barclays (Joint Corporate
Broker to Premier Farnell): +44 (0) 207 623 2323
Mark Astaire
Nicola Tennent
Richard Bassingthwaighte
Jefferies (Joint Corporate
Broker to Premier Farnell): +44 (0) 207 029 8000
Chris Zeal
Max Jones
Andrew Davison
Important notices
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial
adviser to Premier Farnell and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Premier Farnell for providing the protections afforded to clients
of Lazard nor for providing advice in relation to the Acquisition
or any matter 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, the Acquisition or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Premier Farnell and no one else in connection with the Acquisition
and will not be responsible to anyone other than Premier Farnell
for providing the protections afforded to clients of Barclays nor
for providing advice in relation to the Acquisition or any other
matter referred to in this Announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the UK by the FCA, is acting as Broker
to Premier Farnell and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Premier Farnell for providing the protections afforded to clients
of Jefferies nor for providing advice in relation to the
Acquisition or any other matters referred to in this Announcement.
Neither Jefferies 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 Jefferies in connection with
this Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe any applicable requirements. This Announcement has been
prepared for the purpose of complying with English law and the 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 UK.
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 it
in or into or from any Restricted Jurisdiction.
Additional information for US investors
The Acquisition relates to the shares of an English company 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 US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the offer into the US, the
Acquisition will be made in compliance with applicable US laws and
regulations. Financial information included in this Announcement
and the Scheme Document has been prepared in accordance with non-US
accounting standards 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 US.
It may be difficult for US holders of Premier Farnell Shares to
enforce their rights and any claim arising out of the US federal
laws, since Bidco and Premier Farnell are located in a non-US
jurisdiction, and some or all of their officers and directors
reside outside of the US. Therefore, US holders of Premier Farnell
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 judgment.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved the Acquisition, passed upon the fairness of the
Acquisition or passed upon the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence
in the United States.
No profit forecast or estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
Announcement should be interpreted to mean that earnings per
Premier Farnell Share or earnings per Avnet share for the current
or future financial years would necessarily match or exceed the
historical published earnings per Premier Farnell Share or earnings
per Avnet share.
Publication on website
This Announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Avnet's website at
http://ir.avnet.com/disclaimer.cfm and Premier Farnell's website at
www.premierfarnell.com by no later than 12.00 p.m. on the business
day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement by contacting
Premier Farnell on +44 (0) 207 851 4107.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFDLFFQBFZFBF
(END) Dow Jones Newswires
October 17, 2016 08:00 ET (12:00 GMT)
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