TIDMBRY TIDMTTM
RNS Number : 3093Q
Brady plc
18 October 2019
FOR IMMEDIATE RELEASE 18 October 2019
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
Recommended Final Cash Offer
for
Brady plc ("Brady")
by
Hanover Acquisition Limited ("Hanover Bidco")
(an investment vehicle owned by Hanover Active Equity Fund II,
S.C.A. SICAV-RAIF)
Posting of Offer Document and Publication on Website
1. Posting of Offer Document in respect of Recommended Final Cash Offer
On 14 October 2019, Hanover Bidco announced a firm intention to
make an offer for the entire issued and to be issued share capital
of Brady at 10 pence per Brady Share which the Brady Directors
intended to unanimously recommend to Brady Shareholders (the "Firm
Offer Announcement").
Hanover Bidco announces that yesterday it posted to Brady
Shareholders a document containing the full terms and conditions of
the Offer (the "Offer Document") together with a Form of
Acceptance. The Offer Document and specimen Form of Acceptance will
also be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions on the Hanover Bidco
website www.hanoverinvestors.com/possible-offer and the Brady
website www.bradyplc.com shortly.
2. Timetable and actions to be taken
The first closing date of the Offer is 3.00 p.m. on 15 November
2019 (which may be extended by Hanover Bidco, subject to the
Code).
Further details of the Offer and the action to be taken to
accept the Offer are set out in the Offer Document and, for Brady
Shareholders who hold their shares in certificated form, the Form
of Acceptance.
If you have any questions about acceptance of the Offer, please
call Computershare between 8.30 a.m. and 5.30 p.m. (London time)
Monday to Friday (except public holidays in England and Wales) on
0370 702 0000 (if calling from within the UK) or +44 (0)370 702
0000 (if calling from outside the UK). Please note that
Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
3. Offer
The Offer is conditional upon, amongst other things, Hanover
Bidco receiving valid acceptances in respect of, or otherwise
acquiring or agreeing to acquire (whether pursuant to the Offer or
otherwise), shares which carry, in aggregate, more than 50 per
cent. of the voting rights then normally exercisable at general
meetings of Brady.
4. General
Capitalised terms used but not defined in this announcement
shall have the same meaning given to them in the Firm Offer
Announcement.
Enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44 (0) 20 7766 8400
Fred Lundqvist
Panmure Gordon (UK) Limited (financial adviser to Hanover
Bidco)
Dominic Morley Tel: +44(0)20 7886 2500
Nicholas Harland
Charles Leigh-Pemberton
Brady plc
Carmen Carey Tel: +44(0)20 3301 1200
Martin Thorneycroft
Cenkos Securities plc (financial adviser and nominated adviser
to Brady)
Ben Jeynes Tel: +44(0)20 7397 8900
Nick Wells
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Brady in any jurisdiction in contravention of
applicable law. This announcement does not constitute a prospectus
or a prospectus equivalent document.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer) and
the Form of Acceptance.
Please be aware that addresses, electronic addresses and certain
other information provided by Brady Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Brady may be provided to Hanover
Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code.
Panmure Gordon, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for Hanover Bidco and no-one else in connection with
the Offer and will not be responsible to anyone other than Hanover
Bidco for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the Offer.
Cenkos Securities plc, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively as financial adviser and nominated adviser to Brady and
no-one else in connection with the Offer and will not be
responsible to anyone other than Brady for providing the
protections afforded to clients of Cenkos nor for providing advice
in connection with the Offer or any other matter referred to in
this announcement.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. In
particular, as described in Appendix I of the Offer Document, the
Offer will not be made directly or indirectly into Canada,
Australia or Japan. Therefore persons into whose possession this
announcement comes who are not resident in the United Kingdom
should inform themselves about, and observe, any applicable
restrictions. Brady Shareholders who are in any doubt regarding
such matters should consult an appropriate independent adviser in
the relevant jurisdiction without delay. Any failure to comply with
such restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.
The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of Canada, Australia or Japan.
Accordingly, except as required by applicable law, copies of this
announcement are not being, and may not be, mailed or otherwise
forwarded, distributed or sent in, into or from Canada, Australia
or Japan. Persons receiving this announcement (including without
limitation nominees, trustees or custodians) must not forward,
distribute or send it into Canada, Australia or Japan.
This announcement has been prepared for the purposes 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 United Kingdom.
Notice to US shareholders of Brady Shares
It may be difficult for US holders of Brady securities to
enforce their rights under and any claim arising out of the US
federal securities laws, since Hanover Bidco and Brady are located
outside the United States, and some or all of their officers and
directors may be resident outside the United States. US Brady
Shareholders 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 and a US court may lack jurisdiction over such
persons.
The Offer will be made for securities of an English company and
is being made in the United States in compliance with, and in
reliance on, Section 14(e) of the United States Securities Exchange
Act of 1934 (the "Exchange Act"), Regulation 14E thereunder and the
exemption therefrom provided by Rule 14d-1(d) under the Exchange
Act. The Offer is being made in the United States by Hanover Bidco
and no one else. The Offer is subject to disclosure and procedural
requirements of the United Kingdom which are different from those
in the United States. In addition, US investors should be aware
that this document has been prepared in accordance with English law
and the Code and applicable disclosure requirements, format and
style thereunder, all of which differ from those in the United
States. Furthermore, the payment and settlement procedures with
respect to the Offer will comply with the relevant UK rules, which
differ from US payment and settlement procedures. Neither the
United States Securities Exchange Commission, nor any securities
commission of any state or other jurisdiction of the United States,
has approved the Offer or passed upon the adequacy or completeness
of this announcement.
The receipt of cash pursuant to the Offer may have tax
consequences in the United States and under other applicable tax
laws and such consequences, if any, are not described herein. US
Brady Shareholders are urged to consult with their own legal, tax
and financial advisors in connection with making a decision
regarding the Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, Hanover Bidco or nominees or brokers of Hanover Bidco
(acting as agents) or their respective affiliates may from time to
time make certain purchases of, or arrangements to purchase, Brady
Shares or other Brady securities outside the United States other
than pursuant to the Offer at any time prior to completion of the
Offer. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any such purchases, or arrangements to purchase, will comply with
all applicable requirements of the Code, the Listing Rules and
Regulation 14E under the US Exchange Act including Rule 14e-5, to
the extent applicable. In addition, in accordance with the Code,
normal United Kingdom market practice and Rule 14e-5(b) of the
Exchange Act, Panmure Gordon and Cenkos Securities plc will
continue to act as connected exempt market maker or connected
exempt principal trader in Brady Shares or other Brady securities
on the London Stock Exchange. To the extent required to be
disclosed in accordance with applicable regulatory requirements,
information about any such purchases and activities, including
without limitation, such purchases and activities by the connected
exempt market maker or connected exempt principal trader, will be
disclosed on a next day basis to the Panel and will be available
from any Regulatory Information Service, including the Regulatory
News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will as applicable also be publicly disclosed in the
United States.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 3.30 pm (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
securities exchange 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 Takeover 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in the Restricted
Jurisdictions on www.hanoverinvestors.com/possible-offer and
www.bradyplc.com.
The contents of Hanover Investors' website and Brady's website
are not incorporated into and do not form part of this
announcement.
If you have received this letter in electronic form or by it
being published on Brady's website, you can obtain a hard copy of
the document by contacting Carmen Carey at Centennium House, 100
Lower Thames Street, London, EC3R 6DL or by telephoning 020 3301
1200 or by emailing Brady marketing@bradyplc.com. You will not
receive a hard copy of this letter unless you so request. You may
also inform Carmen Carey that you wish all future documents,
announcements and information in relation to the Offer be sent to
you in hard copy.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ODPGMMMGGNMGLZZ
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