TIDMFWEB
RNS Number : 7493S
Fiberweb Plc
11 November 2013
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 THAT
JURISDICTION
For immediate release
11 November 2013
Recommended Cash Offer for
Fiberweb plc ("Fiberweb")
by
PGI Acquisition Limited ("PGI Acquisition")
(a wholly owned subsidiary of Polymer Group, Inc. ("PGI"))
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Fiberweb plc ("Fiberweb") Long Term Incentive Plan ("LTIP")
On 30 September 2013, Fiberweb announced the publication and
posting of a scheme document in respect of the recommended cash
offer by PGI Acquisition Limited, a wholly owned subsidiary of
Polymer Group Inc., for the entire issued and to be issued ordinary
share capital of Fiberweb (the "Acquisition"). The Acquisition is
to be effected by means of a scheme of arrangement of Fiberweb
under Part 26 of the Companies Act 2006 (the "Scheme").
On 7 October 2013, initial letters were sent to LTIP
participants summarising the effect of the Scheme on their awards.
On 24 October 2013, the Scheme was approved by the requisite
majorities of shareholders at a court-convened meeting and a
general meeting of the shareholders of Fiberweb.
Letters have been sent today to LTIP participants pursuant to
Rule 15 of the City Code on Takeovers and Mergers explaining in
detail the effect of the Scheme on their awards and the extent to
which their awards will vest (the "LTIP Letters").
The form of the LTIP Letters will be available at
www.fiberweb.com. Relevant consent letters from KPMG LLP and Lazard
& Co., Limited consenting to the inclusion of references to
their name in the LTIP Letters will also be available at
www.fiberweb.com.
Enquiries: Fiberweb +44 (0) 20 8090 6240
Daniel Dayan, Chief Executive Officer
Kate Miles, Group Finance Director
Lazard - Lead Financial Adviser +44 (0) 20 7187 2000
Richard Shaw
Aamir Khan
KPMG - Rule 3 Adviser +44 (0) 20 7311 1000
Tom Franks
Chris Belsham
Numis Securities - Joint Broker +44 (0) 20 7260 1000
Etienne Bottari
Mark Lander
Important Notice
This announcement is for information purposes only, and is not
intended to and does not constitute, or form part of, an 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.
Lazard, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively as lead financial adviser to
Fiberweb and no one else in connection with the Acquisition, and
will not be responsible to anyone other than Fiberweb for providing
the protections afforded to clients of Lazard or for providing
advice in relation to the Acquisition or other matters referred to
in this announcement. Neither Lazard or 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 the Acquisition, any statement contained herein
or otherwise.
KPMG, which is authorised and regulated in the United Kingdom by
the FCA for investment business activities, is acting exclusively
as Rule 3 adviser to Fiberweb and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Fiberweb for providing the protections afforded to clients of KPMG
or for providing advice in relation to the Acquisition or other
matters referred to in this announcement. Neither KPMG or 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 KPMG in connection with the Acquisition, any
statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Fiberweb and no one
else in connection with the Acquisition, and will not be
responsible to anyone other than Fiberweb for providing the
protections afforded to clients of Peel Hunt or for providing
advice in relation to the Acquisition or other matters referred to
in this announcement. Neither Peel Hunt or 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 Peel
Hunt in connection with the Acquisition, any statement contained
herein or otherwise.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for Fiberweb and no one else in
connection with the Acquisition, and will not be responsible to
anyone other than Fiberweb for providing the protections afforded
to clients of Numis or for providing advice in relation to the
Acquisition or other matters referred to in this announcement.
Neither Numis or 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 Numis in connection with the
Acquisition, any statement contained herein or otherwise.
The Acquisition will be made solely by means of the Scheme
Document or any document by which the Acquisition is made which
will contain the full terms and Conditions of the Acquisition,
including details of how to vote in respect of the acquisition.
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 United Kingdom.
Fiberweb urges Fiberweb Shareholders to read the Scheme Document
because it contains important information relating to the
Acquisition.
Overseas shareholders should refer to the sections of the Scheme
Document entitled "Overseas jurisdictions" and "Notice to US
investors in Fiberweb", which contain important information
relevant to such holders.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested
(directly or indirectly) in 1% or more of any class of relevant
securities of any party to the offer (other than a cash offeror)
must make an Opening Position Disclosure after the commencement of
the offer period and, if later, after the announcement that first
identifies any offeror (other than a cash offeror). 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 any party to the offer (other than a cash offeror).
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
day falling 10 business days after the commencement of the offer
period or the announcement that first identifies an offeror (as the
case may be). Relevant persons who deal in the relevant securities
of any party to the offer (other than a cash 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 as a result
of any dealing becomes) interested (directly or indirectly) in 1%
or more of any class of relevant securities of any party to the
offer (other than a cash offeror) must make a Dealing Disclosure if
the person deals in any relevant securities of any party to the
offer (other than a cash offeror) during an offer period. 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 any party to the offer (other than
a cash 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
3.30 pm (London time) on the business day following the date of the
relevant dealing.
Where two or more persons act pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities, they will normally 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 on websites
Copies of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.fiberweb.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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