Brammer PLC Scheme of Arrangement becomes effective (1028W)

TIDMBRAM

RNS Number : 1028W

Brammer PLC

06 February 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

For immediate release

6 February 2017

RECOMMED CASH ACQUISITION

of

BRAMMER PLC

by

AI ROBIN LIMITED

a wholly-owned subsidiary of funds managed by

Advent International Corporation ("Advent International")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Scheme of Arrangement becomes effective

On 2 February 2017, the Board of Brammer plc ("Brammer") announced that the High Court of Justice in England and Wales had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 by which the recommended cash offer made by AI Robin Limited for the entire issued and to be issued share capital of Brammer (the "Offer") is being implemented (the "Scheme").

The Board of Brammer is pleased to announce that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of Brammer is now owned by AI Robin Limited.

Each Scheme Shareholder on the register at the Scheme Record Time, being 6:00 pm on 3 February 2017, will receive 165 pence in cash for each Scheme Share held (the "Consideration"). The despatch of cheques and crediting of CREST accounts with the Consideration will occur within 14 days of the date of this announcement, as set out in the scheme document published on 12 December 2016 in relation to the Offer (the "Scheme Document").

Trading in Brammer Shares on the London Stock Exchange's main market for listed securities has been suspended. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the de-listing of Brammer Shares on the premium listing segment of the Official List of the UK Listing Authority and cancellation of the admission of Brammer Shares to trading on the London Stock Exchange's main market for listed securities, which is expected to take by 8:00 am on 7 February 2017.

Full details of the Offer are set out in the Scheme Document. Unless otherwise defined, capitalised terms used in this announcement have the same meaning given to them in the Scheme Document.

Enquiries:

 
 Brammer plc                               +44 (0) 207 
                                            796 4133 (via 
 Meinie Oldersma, Group Chief Executive    Hudson Sandler) 
 Duncan Magrath, Finance Director 
 
 Investec Bank plc 
  (Financial adviser and joint broker      +44 (0) 207 
  to Brammer)                               597 4000 
 Chris Treneman 
  James Rudd 
  William Godfrey 
 
 Peel Hunt LLP                             +44 (0) 207 
  (Joint broker to Brammer)                 418 8900 
 Mike Bell 
  Matthew Brooke-Hitching 
 Hudson Sandler LLP                        +44 (0) 207 
  (PR adviser to Brammer)                   796 4133 
 Andrew Hayes 
  Cat Valentine 
 
 Bidco 
  Advent International 
  (FTI Consulting) 
                                           +44 (0) 203 
                                            727 1522 
 Fergus Wheeler                             +44 (0) 203 
  Louisa Feltes                             727 1166 
 
   Citigroup Global Markets Limited 
   (Lead financial adviser and broker        +44 (0) 207 
   to Bidco and Advent)                      986 4000 
 Jan Skarbek 
 Alex de Souza 
 Robert Redshaw (Corporate Broking) 
 Luke Spells 
 

Important Notices

Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Investec Bank plc is acting exclusively as financial adviser to Brammer and no one else in connection with the Acquisition and will not be responsible to anyone other than Brammer for providing the protections afforded to clients of Investec Bank plc nor for providing advice in connection with the Acquisition or any matter referred to herein.

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as lead financial adviser to Bidco and Advent International and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Advent International for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in relation to the Acquisition, the contents of this document or any other matters referred to herein.

HSBC Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom and is acting exclusively for Advent International and no one else in connection with the Acquisition and other matters referred to in this document and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition or any other matters referred to in this document and is not, and will not be, responsible to anyone other than Advent International for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this document or any transaction or arrangement referred to in this announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and Conditions of the Offer, 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 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.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas shareholders

Brammer Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. 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 document has been prepared for the purposes of complying with the laws of England and Wales, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The Acquisition relates to shares of a UK company that is a "foreign private issuer" as defined in Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with all applicable 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. In addition to any such takeover offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Brammer 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.

None of the securities referred to in this document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Brammer's financial statements, and all financial information that is included in this document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The receipt of cash pursuant to the Acquisition by a US holder of Brammer Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme will be a taxable transaction for US federal income tax purposes and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each US holder of Brammer Shares is strongly advised to consult an appropriately qualified independent professional tax adviser immediately with respect to the tax consequences of the Scheme.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, this document may not be made available, directly or indirectly, in, into or from any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Brammer Shareholders in that jurisdiction (the "Restricted Jurisdiction") where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of a national, state or other securities exchange of, or from or within, a Restricted Jurisdiction, or any other overseas jurisdiction in respect of which such action would not be lawful. Accordingly, unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, copies of this document and any other formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

The availability of this Document to Brammer 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.

The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the UKLA.

Forward-looking statements

This Announcement contains statements about Bidco and Brammer that are or may be forward looking statements. These statements are based on the current expectations of the management of Bidco and Brammer and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Offer, 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", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" 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 Brammer's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Bidco's or Brammer's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, 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 and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. 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. Each of Bidco and Brammer disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, 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 Brammer for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Brammer.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Brammer's website at investor.brammer.biz by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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February 06, 2017 05:08 ET (10:08 GMT)