TIDMPFL
RNS Number : 6568M
Premier Farnell PLC
17 October 2016
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
17 October 2016
RECOMMED CASH ACQUISITION
of
Premier Farnell plc ("Premier Farnell")
By
Avnet Bidco Limited ("Bidco")
an indirect wholly-owned subsidiary of
Avnet, Inc. ("Avnet")
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
SUSPENSION OF LISTING AND TRADING OF PREMIER FARNELL SHARES
On 13 October 2016, Premier Farnell announced that the High
Court of Justice in England and Wales had made an order sanctioning
the scheme of arrangement (the "Scheme") relating to the
recommended cash offer by Bidco, an indirect wholly-owned
subsidiary of Avnet, for the entire issued and to be issued share
capital of Premier Farnell (the "Acquisition").
Pursuant to the terms of the Scheme and Listing Rules 5.1 and
5.3 and following an application by Premier Farnell to the UKLA and
the London Stock Exchange, Premier Farnell announces that trading
in Premier Farnell shares on the London Stock Exchange's Main
Market for listed securities and the listing of Premier Farnell
shares on the premium listing segment of the Official List have
each been suspended with effect from 7:30 a.m. on 17 October
2016.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
scheme circular published by Premier Farnell on 19 August 2016.
Next Steps
It is expected that the Effective Date of the Scheme will be
today, and that the delisting of Premier Farnell Shares on the
London Stock Exchange will take place with effect from 8:00 a.m. on
18 October 2016. Further announcements will be made when the Scheme
has become effective and when the admission to listing and to
trading of the Premier Farnell Shares have each been cancelled.
Timetable
The expected timetable of principal events for the
implementation of the Acquisition is set out below. The date and
times given are indicative only and are based on Premier Farnell's
current expectations and will depend on, among other things, the
date on which the Court Order is delivered to the Registrar of
Companies. If any of the expected times and/or dates above change,
the revised times and/or dates will be notified to Premier Farnell
Shareholders by announcement through a Regulatory Information
Service. Such announcement will be made available on Premier
Farnell's website at www.premierfarnell.com and on Avnet's website
at http://ir.avnet.com/disclaimer.cfm.
Event Time and/or date
Effective Date of the 17 October 2016
Scheme
(D)
Delisting of Premier Farnell 8.00 a.m. on 18 October
Shares 2016
Despatch of cheques and By 31 October 2016
crediting of CREST for
Cash Consideration due
under the Scheme
Long Stop Date 30 April 2017(1)
Notes:
(1) This is the latest date by which the Scheme may become
effective unless Avnet and Premier Farnell agree (and the Panel
and, if required, the Court permit) a later date.
Other
All references to times in this announcement are to London time
unless otherwise stated.
This Announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
Enquiries
Premier Farnell: +44 (0) 207 851 4107
Paul Sharma
Investor Relations
Lazard (Financial Adviser
to Premier Farnell): +44 (0) 207 187 2000
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Eugene Schreider
FTI Consulting (PR Adviser
to Premier Farnell): +44 (0) 203 727 1340
Richard Mountain
Andrew Lorenz
Barclays (Joint Corporate
Broker to Premier Farnell): +44 (0) 207 623 2323
Mark Astaire
Nicola Tennent
Richard Bassingthwaighte
Jefferies (Joint Corporate
Broker to Premier Farnell): +44 (0) 207 029 8000
Chris Zeal
Max Jones
Andrew Davison
Important notices
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the UK by the FCA, is acting exclusively as financial
adviser to Premier Farnell and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Premier Farnell for providing the protections afforded to clients
of Lazard nor for providing advice in relation to the Acquisition
or any matter referred to in this Announcement. Neither Lazard nor
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 this Announcement, any
statement contained herein, the Acquisition or otherwise.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Premier Farnell and no one else in connection with the Acquisition
and will not be responsible to anyone other than Premier Farnell
for providing the protections afforded to clients of Barclays nor
for providing advice in relation to the Acquisition or any other
matter referred to in this Announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the UK by the FCA, is acting as Broker
to Premier Farnell and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Premier Farnell for providing the protections afforded to clients
of Jefferies nor for providing advice in relation to the
Acquisition or any other matters referred to in this Announcement.
Neither Jefferies nor 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 Jefferies in connection with
this Announcement, any statement contained herein or otherwise.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
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. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Bidco reserves the right to elect, with the consent of the Panel
and in accordance with the terms of the Bid Conduct Agreement, to
implement the Acquisition by way of a Takeover Offer. In such
event, such Takeover Offer will be implemented on the same terms,
so far as applicable, as those which would apply to the Scheme,
subject to appropriate amendments to reflect the change in methods
of effecting the Acquisition, including (without limitation and
subject to the consent of the Panel) an acceptance condition that
is set at 75 per cent., where the Premier Farnell Directors consent
to a switch from a Scheme to a Takeover Offer, or 90 per cent.,
where there is no such consent, or in each case such lesser
percentage as Bidco may elect after, to the extent necessary,
consultation with the Panel, being in any event more than 50 per
cent.: (i) in nominal value of the shares to which such Takeover
Offer would relate; and (ii) of the voting rights attached to those
shares, including, for this purpose, any such voting rights
attaching to Premier Farnell Shares that are unconditionally
allotted or issued before the Takeover Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise
of any outstanding subscription or conversion rights or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe any applicable requirements. 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 UK.
Copies of this Announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may
not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Additional information for US investors
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer and proxy solicitation rules. If, in the future, Bidco
exercises the right to implement the Acquisition by way of a
Takeover Offer and determines to extend the offer into the US, the
Acquisition will be made in compliance with applicable US laws and
regulations. Financial information included in this Announcement
and the Scheme Document has been prepared in accordance with non-US
accounting standards that 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.
It may be difficult for US holders of Premier Farnell Shares to
enforce their rights and any claim arising out of the US federal
laws, since Bidco and Premier Farnell are located in a non-US
jurisdiction, and some or all of their officers and directors
reside outside of the US. Therefore, US holders of Premier Farnell
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 judgment.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved the Acquisition, passed upon the fairness of the
Acquisition or passed upon the adequacy or accuracy of this
document. Any representation to the contrary is a criminal offence
in the United States.
Bidco reserves the right, subject to the prior consent of the
Panel and the terms of the Bid Conduct Agreement, to elect to
implement the Acquisition by way of a Takeover Offer. If the
Acquisition is implemented by way of a Takeover Offer, it will be
done in compliance with the applicable tender offer rules under the
US Exchange Act, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. 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 Premier Farnell outside such a Takeover Offer during the
period in which such a Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the US and would comply with
applicable law, including the US Exchange Act. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and
will be available on the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.html.
No profit forecast or estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period. No statement in this
Announcement should be interpreted to mean that earnings per
Premier Farnell Share or earnings per Avnet share for the current
or future financial years would necessarily match or exceed the
historical published earnings per Premier Farnell Share or earnings
per Avnet share.
Publication on website
This Announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Avnet's website at
http://ir.avnet.com/disclaimer.cfm and Premier Farnell's website at
www.premierfarnell.com by no later than 12.00 p.m. on the business
day following this Announcement.
Neither the content of any website referred to in this
Announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
Announcement.
You may request a hard copy of this Announcement by contacting
Premier Farnell on +44 (0) 207 851 4107. 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 company news service from the London Stock Exchange
END
MSCAKADNABDDPKD
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October 17, 2016 02:38 ET (06:38 GMT)
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