Elementis PLC Response to Innospec Inc. announcement (0768W)
20 Abril 2021 - 10:18AM
UK Regulatory
TIDMELM
RNS Number : 0768W
Elementis PLC
20 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
20 April 2021
Elementis plc
Response to Innospec Inc. announcement
The Board of Elementis plc ("Elementis" or the "Company") notes
the announcement by Innospec Inc. ("Innospec") and confirms that on
31 March 2021 it received a conditional proposal from Innospec in
relation to a potential offer for Elementis of 160p per Elementis
share (the "Conditional Proposal"). The Conditional Proposal would
have been satisfied in Innospec shares with a partial cash
alternative available of up to 50% of the consideration together
with a mix and match facility.
The Board, together with its management and advisers, assessed
the Conditional Proposal against its rigorous valuation framework
comparing it against an assessment of the fundamental value of
Elementis as well as the likely value to be created by the
continued delivery of its strategy and its medium term performance
objectives.
The Board concluded that the Conditional Proposal significantly
undervalued Elementis and fell meaningfully short of the value
creation potential for Elementis shareholders based on Elementis'
existing strategy. In addition, the substantial element of the
consideration being in Innospec shares made this Conditional
Proposal less attractive for Elementis shareholders. The Board's
assessment is supported by the strong momentum in the business and
by an encouraging start to 2021.
Accordingly, on 9 April 2021 the Board unanimously rejected the
Conditional Proposal.
Andrew Duff, Chairman of Elementis, said:
"The Board firmly believes in the attractive value to be
delivered for Elementis shareholders through the execution of our
strategy. Against a significantly weaker demand environment in 2020
brought about by the Covid-19 pandemic, management took swift
action to reduce costs and position the business for recovery. The
business has good momentum and is delivering on its Innovation,
Growth and Efficiency strategy with clear medium term objectives
that will deliver significant value to Elementis shareholders. This
Conditional Proposal does not reflect this value.
The Board of Elementis would always consider the merits of an
engagement at a level that offers attractive value to its
shareholders and that reflects the nature of its high margin
activities with strong underlying growth prospects. However, having
reviewed the Conditional Proposal from Innospec carefully, we are
confident that the best value for shareholders will be delivered
through the independent execution of our strategy and building on
the encouraging start to trading in 2021."
Enquiries
Elementis plc
Investor Contact
James Curran +44 (0)207 067 2999
Rothschild & Co
Ravi Gupta / Yuri Shakhmin +44 (0)207 280 5000
J.P. Morgan Cazenove
Richard Perelman / Celia
Murray +44 (0)207 742 4000
Numis Securities Limited
Mark Lander / George Price +44(0)207 260 1000
Tulchan Communications
Martin Robinson / Olivia
Peters +44(0)20 7353 4200
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for
Elementis and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than Elementis for providing the protections afforded to its
clients or for providing advice in connection with the subject
matter of this announcement.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove")
which is authorised in the United Kingdom by the PRA and regulated
in the United Kingdom by the PRA and the FCA, is acting exclusively
for Elementis and no one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters set out in this announcement
and will not be responsible to anyone other than Elementis for
providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to
any matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as Corporate Broker exclusively for Elementis PLC and no
one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than Elementis PLC for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, 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 this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Elementis who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Elementis who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable
requirements
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