Source - RNS
RNS Number : 5774J
Exova Group PLC
29 June 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

29 June 2017

RECOMMENDED 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

Scheme of Arrangement becomes effective

On 19 April 2017, the boards of directors of Exova Group plc ("Exova") and Element Materials Technology Group Limited ("Element") announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued share capital 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 share capital of Exova (the "Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 28 June 2017, Exova announced that the Court had sanctioned the Scheme at the Court Hearing held on 28 June 2017.

Exova and Element are pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of Exova is now owned by Element Bidco (or such of its nominee(s) as agreed between Element and Exova).

As the Scheme has now become effective, Exova duly announces that the Non-Executive Chairman, Allister Langlands, has tendered his resignation and will step down from the board of directors of Exova effective as of today's date.  The following directors of Exova have also tendered their resignations and will step down from the Exova Board as of today's date: Fred Kindle (Non-Executive Director); Helmut Eschwey (Independent Non-Executive Director); Christian Rochat (Non-Executive Director); Vanda Murray (Independent Non-Executive Director); William Spencer (Senior Independent Non-Executive Director) and Andrew Simon (Independent Non-Executive Director).

A Scheme Shareholder on the register of members of Exova at the Scheme Record Time, being 6.00 p.m. on 28 June 2017, will be entitled to receive 240 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the scheme document published on 12 May 2017 in relation to the Acquisition (the "Scheme Document"). In addition, Exova Shareholders who were on the register of members of Exova as at the close of business on 26 May 2017 were entitled to receive and retain the final dividend of 2.35 pence per Exova Share for the period to 31 December 2016, which was paid on 9 June 2017, without any reduction of the offer consideration payable under the Acquisition.

Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the de-listing of Exova Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Exova Shares on the London Stock Exchange's main market for listed securities which is expected to take place at 8.00 a.m. on 30 June 2017.

Capitalised terms used but not otherwise defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document.

 

Enquiries:


Exova Group plc


Andrew Pickup, Corporate Affairs Director

Tel: +44 (0) 79 2024 3393



Goldman Sachs International (financial adviser and corporate broker to Exova)

Tel: +44 (0) 20 7774 1000

Anthony Gutman

Nick Harper

Jose Barreto

Alex Garner

Duncan Stewart (corporate broking)




Investec Bank plc (financial adviser and corporate broker to Exova)

Tel: +44 (0) 20 7597 1234

 

Keith Anderson

Chris Sim

Jonathan Wynn




Powerscourt Group (public relations adviser to Exova)


Peter Ogden

Andy Jones

Tel: +44 (0) 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 document 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 am - 5.30 pm, 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. 

Exova Group plc is registered in England (registration number 08907086). Its legal entity identifier ('LEI') number is 213800BFE317FGSYMZ19

 


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