Weir Group PLC Circular and Notice of General Meeting (1433E)
03 Noviembre 2020 - 9:31AM
UK Regulatory
TIDMWEIR
RNS Number : 1433E
Weir Group PLC
03 November 2020
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 OR REGULATIONS OF THAT
JURISDICTION.
THE COMPANY HAS PUBLISHED A CIRCULAR IN CONNECTION WITH THE
TRANSACTION. ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION
WITH THE TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION
CONTAINED IN THE CIRCULAR.
Publication of Circular and Notice of General Meeting
Further to the announcement made on 5 October 2020, The Weir
Group PLC ("Weir" or "the Company") has today published a Circular
(the "Circular") in relation to the proposed all-cash sale of its
entire Oil & Gas Division to Caterpillar Inc. (the
"Transaction"), having received approval from the Financial Conduct
Authority. The Circular will be sent to Weir's Shareholders (other
than those who have elected for notification by electronic
communication) shortly.
The Transaction is conditional, inter alia, on the approval of
Weir's Shareholders. Accordingly, the Circular contains a Notice
convening a General Meeting of the Company which is to be held
electronically at 3.00 p.m. on 23 November 2020 (the "General
Meeting") at which an ordinary resolution (the "Resolution") will
be proposed for Weir's Shareholders to approve the Transaction (the
"Notice of General Meeting").
The Board considers the Transaction (and the Resolution
necessary to implement the Transaction) to be in the best interests
of Weir and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that the Shareholders vote in favour of the
Resolution to be proposed at the General Meeting.
The health and safety of our Shareholders and colleagues is
always our utmost priority. In accordance with Government
legislation and related restrictions in response to Covid-19, and
to minimise public health risks, the General Meeting is therefore
to be held as a closed meeting, electronically, and members and
their proxies will not be able to attend the meeting in person. As
such, members are strongly encouraged to appoint the Chairman of
the General Meeting to act as their proxy as any other named person
will not be permitted to attend the meeting. Further information on
how to vote by proxy can be found in the Notice of General
Meeting.
The Circular and the Notice of General Meeting have been
submitted to the Financial Conduct Authority's National Storage
Mechanism (the "NSM") and are available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Circular and the Notice of General Meeting will also be
available for viewing on Weir's website at
www.global.weir/investors/ .
Enquiries:
Investors: Stephen Christie +44 (0) 141 308 3707
Media: Raymond Buchanan +44 (0) 141 308 3781
Citigate Dewe Rogerson: Chris Barrie +44 (0) 207 638 9571
/ Kevin Smith Weir@citigatedewerogerson.com
-------------------------------------
UBS Investment Bank:
Lead Financial Advisor, Joint Sponsor and Joint Corporate Broker
David James, Jonathan Rowley, Sandip Dhillon
Goldman Sachs International:
Joint Financial Advisor, Joint Sponsor and Joint Corporate Broker
Karen Cook, Owain Evans, Bertie Whitehead
About The Weir Group PLC
Founded in 1871, The Weir Group PLC is a premium mining
technology business whose purpose is to make customers' operations
more sustainable and efficient. The Group is ideally positioned to
benefit from structural trends that support long-term demand for
its technology including the need for more essential metals to
support demographic changes and the electrification of power and
transport. Weir's highly engineered technology enables these
critical resources to be produced using less energy, water and
waste - reducing customers' total cost of ownership. The Group has
c.13,000 employees in over 50 countries and has been listed on the
London Stock Exchange since 1946.
Weir Oil & Gas is based in Fort Worth, Texas, and is a
leading provider of pressure pumping and pressure control solutions
to upstream markets.
UBS AG London Branch is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United
Kingdom. UBS AG London Branch is acting exclusively as financial
adviser to The Weir Group PLC and no one else in connection with
the process. In connection with such matters, UBS AG London Branch
will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the
process, the contents of this announcement or any other matter
referred to herein.
Goldman Sachs International is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. Goldman Sachs
International is acting exclusively for Weir and no one else in
connection with the Transaction and will not regard any other
person (whether or not a recipient of this announcement) as a
client in relation to the Transaction and will not be responsible
to anyone other than Weir for providing the protections afforded to
Goldman Sachs International's clients nor for giving advice in
relation to the Transaction or any other arrangement referred to in
this announcement.
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END
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