TIDMEXO
RNS Number : 9385E
Exova Group PLC
12 May 2017
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
12 May 2017
RECOMMED CASH ACQUISITION
of
EXOVA GROUP PLC
by
ELEMENT MATERIALS TECHNOLOGY GROUP LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication and posting of Scheme Document
On 19 April 2017, the boards of Exova Group plc ("Exova") and
Element Materials Technology Group Limited ("Element") announced
that they had reached agreement on the terms of a recommended cash
acquisition of Exova by Element pursuant to which a wholly-owned
indirect subsidiary of Element, Greenrock Bidco Limited ("Element
Bidco"), will acquire the entire issued and to be issued ordinary
share capital of Exova (the "Acquisition"). As outlined in that
announcement, the Acquisition is to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006.
Accordingly, Exova announces that it is today posting to Exova
Shareholders a scheme document relating to the Acquisition (the
"Scheme Document"), together with the associated Forms of Proxy.
The Scheme Document sets out, amongst other things, a letter from
the Chairman, the full terms and conditions of the Scheme, an
explanatory statement, notices of the required meetings, a
timetable of principal events and details of the action to be taken
by Exova Shareholders.
Actions Required
As further detailed in the Scheme Document, to become effective,
the Scheme will require, amongst other things, the approval of
Scheme Shareholders at the Court Meeting and the passing of a
special resolution at the General Meeting. The Scheme is also
subject to the satisfaction or waiver of the Conditions set out in
the Scheme Document.
Notices convening the Court Meeting and the General Meeting,
commencing at 11.00 a.m. and 11.15 a.m.(or as soon thereafter as
the Court Meeting is concluded or adjourned), respectively, on 9
June 2017 at Freshfields Bruckhaus Deringer LLP, 26-28 Tudor
Street, London EC4Y 0BQ, are contained in the Scheme Document.
The Exova board, which has been so advised by Goldman Sachs
International and Investec Bank plc as to the financial terms of
the Acquisition, considers the terms of the Acquisition to be fair
and reasonable. In providing their advice to the Exova board,
Goldman Sachs International and Investec Bank plc have taken into
account the commercial assessments of the Exova board. Investec
Bank plc is providing independent financial advice to the Exova
board for the purposes of Rule 3 of the Code.
The Exova board believes that the terms of the Acquisition are
in the best interests of the Exova Shareholders taken as a whole
and unanimously recommends that Exova Shareholders vote or procure
votes in favour of the Scheme at the Court Meeting and the Special
Resolution relation to the Acquisition to be proposed at the
General Meeting, as the Exova directors who hold Exova Shares have
irrevocably undertaken to do in respect of their own Exova Shares
(amounting, in aggregate, to 2,513,414 Exova Shares).
It is important that, for the Court Meeting in particular, as
many votes as possible are cast, so that the Court may be satisfied
that there is a fair and reasonable representation of the opinion
of Exova Shareholders. Exova Shareholders are therefore strongly
advised to complete, sign and return their Forms of Proxy (once
received) or deliver their voting instructions by one of the other
methods described in the Scheme Document, as soon as possible.
Holders of Exova Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Timetable
The Scheme Document contains an expected timetable which is also
attached as an Appendix to this announcement. Subject to approval
at the relevant meetings, Court approval and the satisfaction or
waiver of the other Conditions set out in the Scheme Document
(including the receipt of certain antitrust clearances), the Scheme
is expected to become effective by the end of the third quarter of
2017.
All references to time in this announcement are to London time.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document.
Information for Exova Shareholders
If you have any questions in relation to this announcement, the
Scheme Document, the Meetings, or the completion and return of the
Forms of Proxy, please call Capita Asset Services on 0371 664 0321
from within the UK or +44 371 664 0321 if calling from outside the
UK. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. The helpline is open between
9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays
in England and Wales. Please note that Capita Asset Services cannot
provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Enquiries:
------------------------------------ --------------
Exova Group plc
------------------------------------ --------------
Andrew Pickup, Corporate Affairs Tel: +44 (0)
Director 79 2024 3393
------------------------------------ --------------
Goldman Sachs International Tel: +44 (0)
(financial adviser and corporate 20 7774 1000
broker to Exova)
------------------------------------ --------------
Anthony Gutman
Nick Harper
Jose Barreto
Alex Garner
Duncan Stewart (corporate broking)
------------------------------------ --------------
Investec Bank plc (financial Tel: +44 (0)
adviser and corporate broker 20 7597 1234
to Exova)
------------------------------------ --------------
Keith Anderson
Chris Sim
Jonathan Wynn
------------------------------------ --------------
Powerscourt Group (public relations
adviser to Exova)
------------------------------------ --------------
Peter Ogden Tel: +44 (0)
Andy Jones 20 7549 0997
Tel: +44 (0)
20 7549 0747
------------------------------------ --------------
Further Information
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the UK, is acting exclusively
for Exova and no one else in connection with the Acquisition and
will not be responsible to anyone other than Exova for providing
the protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters referred to
herein.
Investec Bank plc, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the UK, is acting exclusively for Exova and
no one else in connection with the Acquisition and will not be
responsible to anyone other than Exova for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition or any other matters 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 the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Exova in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely on the basis of
information contained or referred to in, or the procedures set out
in, the Scheme Document and the accompanying Forms of Proxy, which
together contain the full terms and conditions of the Acquisition
including details of how to vote in respect of the Acquisition. Any
vote in respect of the Scheme or other response in relation to the
Acquisition should be made only on the basis of the information
contained in the Scheme Document. Shareholders are advised to read
the formal documentation in relation to the Acquisition
carefully.
Overseas Shareholders and Notice to US Investors
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Exova 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 located. Any failure to comply with the
applicable 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement and
the Scheme Document and its accompanying documents have 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 as if they had been prepared in
accordance with the laws of jurisdictions outside of England.
The Acquisition relates to the shares of an English company and
is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices
applicable in the United Kingdom and under the Code to schemes of
arrangement, which differ from the disclosure requirements of the
US proxy solicitation rules and tender offer rules. If Element
Bidco exercises its right to implement the Acquisition of the Exova
Shares by way of a Takeover Offer, such Takeover Offer will be made
in compliance with applicable US securities laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such Takeover Offer would be made in the United States
by Element Bidco and no one else. In addition to any such Takeover
Offer, Element Bidco, certain affiliated companies and the nominees
or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Exova outside such Takeover
Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase
were to be made they would be made outside the United States and
would comply with applicable law, including the US Exchange Act.
Any information about such purchases will be disclosed as required
in the United Kingdom, will be reported to a Regulatory Information
Service of the UKLA and will be available on the London Stock
Exchange Website (www.londonstockexchange.com).
It may be difficult for US holders of Exova Shares to enforce
their rights and claims arising out of the US federal securities
laws, since Element Bidco and Exova are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US holders of Exova Shares 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.
Unless otherwise determined by Element Bidco or required by the
Code, and permitted by applicable law and regulation, the
Acquisition will 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 Scheme 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 Exova Shareholders who
are not resident in the United Kingdom 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.
Further details in relation to Overseas Shareholders are
contained in paragraph 15 of Part II (Explanatory Statement) of the
Scheme Document.
Forward Looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Element Bidco and
Exova contains statements that are or may be forward looking
statements. Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Element Bidco and
Exova about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected effects of
the Acquisition on Element Bidco and Exova, the expected timing and
scope of the Acquisition and other statements other than historical
facts. 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", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal", "strategy", "budget", "forecast" or "might" 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 Element Bidco's or Exova's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on Element Bidco's or Exova's
business.
These forward looking statements are not guarantees of future
financial performance. Except as expressly provided in this
announcement, they have not been reviewed by the auditors of
Element Bidco or Exova or their respective financial advisers. Such
forward looking statements involve known and unknown 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. These factors include the
satisfaction of the Conditions, as well as additional factors, such
as: fluctuations in the capital markets; fluctuations in interest
and exchange rates; increased regulation or regulatory scrutiny;
the occurrence of unforeseen disasters or catastrophes; political
or economic instability in principal markets; adverse outcomes in
litigation; and general, local and global economic, political,
business and market conditions. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Element Bidco nor Exova, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements. All subsequent oral or written forward looking
statements attributable to Element Bidco or Exova or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Element Bidco and Exova disclaim
any obligation to update or revise any forward looking or other
statements contained herein other than in accordance with their
legal and regulatory obligations.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the 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 paper 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 document in which any paper 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 paper 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 document in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper 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 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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.
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 paper
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 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.
Publication on Website and Availability of Hard Copies
A copy of this announcement and the Scheme Document, together
with all information incorporated into those documents by reference
to another source will be available free of charge (subject to any
applicable restrictions with respect to persons resident in
Restricted Jurisdictions) on Exova's and Element's websites
(www.exova.com and www.element.com respectively).
The contents of the websites referred to in this announcement
are not incorporated into and do not form part of this
announcement, unless otherwise stated.
You may request a hard copy of this announcement by contacting
Capita Asset Services on 0371 664 0321. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to
Friday excluding public holidays in England and Wales. Please note
that Capita Asset Services cannot provide any financial, legal or
tax advice and calls may be recorded and monitored for security and
training purposes. If you have received this announcement in
electronic form, hard copies of this announcement will not be
provided unless such a request is made.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Expected time/date
Publication of Scheme Document 12 May 2017
Annual General Meeting 24 May 2017
Agreed Dividend Record Date 26 May 2017
Latest time for lodging Forms
of Proxy for:
Court Meeting (BLUE form) 11.00 a.m. on 7
General Meeting (WHITE form) June 2017(1)
11.15 a.m. on 7
June 2017(1)
Voting Record Time 6.00 p.m. on 7 June
2017 (2)
Court Meeting 11.00 a.m. on 9
June 2017
General Meeting 11.15 a.m. on 9 June
2017 (3)
Agreed Dividend Payment Date 9 June 2017(4)
The following dates are indicative only and
subject to change; please see note (5) below
Last day of dealings in, 27 June 2017 ("D
and for registration of transfers - 1") (5)
of, and disablement in CREST
of, Exova Shares
Suspension of listing of 6.00 p.m. on 27
and dealings in Exova Shares June 2017("D - 1")
(5)
Court Hearing 28 June 2017 ("D")
(5)(6)(7)
Scheme Record Time 6.00 p.m. on 28
June 2017 ("D")
(5)
Effective Date of the Scheme 29 June 2017 ("D
+ 1") (5)
Cancellation of admission By 8.00 a.m on 30
of and dealings in Exova June 2017 ("D +
Shares 2") (5)
Latest date for dispatch 14 days after the
of cheques/settlement through Effective Date
CREST
Latest date by which Scheme 18 October 2017(8)
must be implemented
--------------------------------------------- -----------------------------
Notes:
(1) The BLUE Form of Proxy for the Court Meeting, if not
received by the time stated above (or, if the Court Meeting is
adjourned, 48 hours (excluding non-working days) before the
adjourned Court Meeting), may be handed to a representative of
Capita Asset Services, on behalf of the Chair of the Court Meeting,
or to the Chair of the Court Meeting, before the start of that
Meeting. However, in order to be valid, the WHITE Form of Proxy
must be received no later than 11.15 a.m. (London time) on 7 June
2017 (or, if the General Meeting is adjourned, 48 hours (excluding
non-working days) before the time fixed for the adjourned
Meeting).
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6.00 p.m. on the date which is two days (excluding
non-working days) before the date set for such adjourned
Meeting.
(3) To commence at 11.15 a.m. or, as soon thereafter as the
Court Meeting shall have concluded or adjourned.
(4) Conditional on approval by Exova shareholders at the Annual General Meeting.
(5) These times and dates are indicative only and will depend
on, among other things, the dates upon which (i) the Conditions are
satisfied or (where applicable) waived, (ii) the Court sanctions
the Scheme, and (iii) the Scheme Court Order sanctioning the Scheme
is delivered to the Registrar of Companies. If the expected date of
the Court Hearing is changed, Exova will give adequate notice of
the changes by issuing an announcement through a Regulatory
Information Service.
(6) Any references to a day after "D" are references to a Business Day.
(7) Element Bidco does not intend to apply for the Court Hearing
until all of the regulatory Conditions are satisfied.
(8) The latest date by which the Scheme must be implemented may
be extended by agreement between Exova and Element with the prior
consent of the Panel and (if required) the approval of the
Court.
All references in this announcement to times are to London time
unless otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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