TIDMLRD
RNS Number : 0719T
Laird PLC
29 June 2018
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
29 June 2018
RECOMMED CASH ACQUISITION
of
Laird PLC ("Laird")
by
AI Ladder Limited ("Bidco")
a wholly-owned indirect subsidiary of funds managed by
Advent International Corporation ("Advent")
Scheme of Arrangement becomes Effective
On 1 March 2018, Laird and Bidco announced that they had reached
agreement on the terms of a recommended cash acquisition by Bidco
of Laird's entire issued and to be issued ordinary share capital
(the "Acquisition"). The Acquisition is to be effected by means of
a Court approved scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
On 27 June 2018, Laird and Bidco announced that the Court had
sanctioned the Scheme.
Laird and Bidco are pleased to announce that the Scheme has now
become effective.
Under the terms of the Scheme, holders of Scheme Shares are
entitled to receive 200 pence for each Scheme Share held at the
Scheme Record Time (8.00 p.m. (London time) on 28 June 2018). The
latest date for the despatch of cheques to Scheme Shareholders and
settlement through CREST is 13 July 2018.
Dealings in Laird Shares were suspended with effect from 7.30
a.m. (London time) on 29 June 2018. Applications have been made to
the UK Listing Authority and the London Stock Exchange in relation
to the delisting of Laird Shares from the Official List of the UK
Listing Authority and the cancellation of the admission to trading
of Laird Shares on the main market for listed securities of the
London Stock Exchange, which are each expected to take place by
8.00 a.m. (London time) on 2 July 2018.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published on 23
March 2018 containing the full terms and conditions of the
acquisition by Bidco of the entire issued and to be issued share
capital of Laird (the "Scheme Document").
Enquiries:
Laird
Tony Quinlan, Chief Executive Officer
Kevin Dangerfield, Chief Financial Officer +44 (0) 20 7468 4040
Rothschild (Lead Financial Adviser to
Laird)
Ravi Gupta
Charles Montgomerie
Charles Spencer +44 (0) 20 7280 5000
J.P. Morgan Cazenove (Financial Adviser
and Corporate Broker to Laird)
Michael Wentworth-Stanley
Richard Perelman
Adam Laursen +44 (0) 20 7742 4000
Numis (Financial Adviser and Corporate
Broker to Laird)
Simon Willis
Stuart Ord
Jamie Loughborough +44 (0) 20 7260 1000
Media Enquiries: MHP Communications (Financial
PR Adviser to Laird)
Reg Hoare +44 (0) 20 3128 8100
Tim Rowntree laird@mhpc.com
Ollie Hoare
Bidco
Advent
(FTI Consulting)
+44 (0) 20 3727 1522
Fergus Wheeler +44 (0) 20 3727
Louisa Feltes 1166
Citigroup (Financial Adviser to Bidco
and Advent)
Jan Skarbek
Robert Jurd
David Fudge +44 (0) 20 7986
Christopher Wren (Corporate Broking) 4000
Goldman Sachs International (Financial
Adviser to Bidco and Advent)
Nick Harper
Antonio Gatti +44 (0) 20 7774
Eduard van Wyk 1000
Important Notices
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the Prudential Regulation Authority and regulated in
the UK by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively as financial adviser to
Bidco and Advent and no one else in connection with the Acquisition
and shall not be responsible to anyone other than Bidco and Advent
for providing the protections afforded to clients of Citigroup nor
for providing advice in connection with the Acquisition or any
matter referred to in this announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Bidco and Advent and no
one else in connection with the Acquisition and will not be
responsible to anyone other than Bidco and Advent for providing the
protections afforded to clients of Goldman Sachs International or
for providing advice in connection with the Acquisition or in this
announcement or any transaction or arrangement referred to
herein.
J.P. Morgan Securities plc, which conducts its United Kingdom
investment banking business as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority. J.P. Morgan Cazenove is acting as financial adviser and
corporate broker exclusively for Laird and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Laird for providing the
protections afforded to clients of J.P. Morgan Cazenove, nor for
providing advice in relation to any matter referred to in this
announcement.
N.M. Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Laird and for no one else
in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Laird for providing the
protections afforded to clients of Rothschild, nor for providing
advice in relation to any matter referred to in this
announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser and corporate broker exclusively for
Laird and no one else in connection with this announcement. In
connection with such matters, Numis will not regard any other
person as their client, nor will it be responsible to any person
other than Laird for providing the protections afforded to clients
of Numis or for providing advice in relation to the contents of
this announcement or any other matter referred to herein. Neither
Numis nor any of its affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Numis in connection
with this announcement, any statement contained herein or
otherwise.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document or any document by
which the Acquisition is made which shall 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 Takeover 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.
Laird and Bidco urge Laird Shareholders to read the Scheme
Document because it contains important information relating to the
Acquisition.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law. Persons who are not resident in the
United Kingdom or the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Laird Shareholders who
are not resident in the United Kingdom (and, in particular, their
ability to vote their Laird Shares with respect to the Scheme at
the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf) may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements, as any failure to comply
with such requirements 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
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the
Financial Conduct Authority and the UKLA. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the law of England and Wales. A transaction effected by means
of a scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act. Accordingly, the Scheme will be subject
to disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement, which are different from the
disclosure requirements of the US tender offer rules. The financial
information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance
with International Financial Reporting Standards and thus 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. If Bidco were
to elect to implement the Acquisition by means of a takeover offer,
such takeover offer would be made in compliance with applicable US
laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a takeover would be made in
the United States by Bidco and no one else.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Laird Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local, as well as foreign and other, tax laws. Each Laird
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Bidco
and Laird are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of 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.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in Laird
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes effective,
lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) of the US Exchange Act, each of Citigroup and Goldman
Sachs International will continue to act as an exempt principal
trader in Laird Shares on the London Stock Exchange. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Forward Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Advent, Bidco or
Laird contain statements about Bidco and Laird that are or may be
deemed to be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco's or Laird's operations and potential synergies resulting
from the Acquisition; and (iii) the effects of government
regulation on Bidco's or Laird's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements, including: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the timing and success of future acquisition
opportunities or major investment projects. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of
the date hereof. Bidco disclaims any obligation to update any
forward looking or other statements contained herein, except as
required by applicable law.
No Profit Forecasts or Estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for Laird for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Laird.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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,
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 p.m. (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 Panel's website at http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Laird Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Laird may be provided to Bidco during the offer
period as requested under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this announcement shall be made available subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on Laird's website at www.laird-plc.com by no later
than 12 noon (London time) on 2 July 2018. For the avoidance of
doubt, the contents of this website are not incorporated into and
do not form part of this announcement.
You may request a hard copy of this announcement by contacting
Bill Warner, the Deputy Company Secretary of Laird, on +44 (0) 20
7468 4040. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
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
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