Source - RNS
RNS Number : 7263M
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

FOR IMMEDIATE RELEASE

17 October 2016

RECOMMENDED 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

SCHEME EFFECTIVE

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").

Premier Farnell is today pleased to announce that the Scheme has now become effective in accordance with its terms.

Given the above, Premier Farnell announces that each of Val Gooding (Chairman), Jos Opdeweegh (Chief Executive Officer), Paul Withers (Non-Executive Director), Thomas Reddin (Non-Executive Director), Peter Ventress (Non-Executive Director), Gary Hughes (Non-Executive Director) and Geraint Anderson (Non-Executive Director) has tendered his or her resignation and will step down from the Premier Farnell Board with immediate effect. Further, Jos Opdeweegh's role as Chief Executive Officer of an English listed public company no longer exists within the Combined Group and he will therefore cease to be an employee of Premier Farnell with immediate effect. Following such resignations, the Premier Farnell Board will comprise Michael Ryan McCoy and William Read Crowell.

Scheme Shareholders on the register at the Scheme Record Time, being 6:00 p.m. on 14 October 2016, will receive 185 pence in cash for each Scheme Share held.

As announced earlier today, the 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 were each suspended with effect from 7:30 a.m. on 17 October 2016. The delisting of Premier Farnell Shares from the premium segment of the Official List and the cancellation of admission to trading of Premier Farnell Shares on the London Stock Exchange's Main Market is expected to take place by no later than 8 a.m. on 18 October 2016.  A further announcement will be made when the admission to listing and to trading of the Premier Farnell Shares have each been cancelled.

The latest date for despatch of cheques and settlement of cash consideration in relation to the Acquisition through CREST is on or by 31 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.

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.

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.

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.

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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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