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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Wellington Hds. | LSE:WLN | London | Ordinary Share | GB0009473900 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:2189L Fenner PLC 19 April 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA FOR IMMEDIATE RELEASE FENNER PLC RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC PLACING AND OPEN OFFER 19 April 2005 Summary The boards of Fenner PLC ("Fenner") and Wellington Holdings plc ("Wellington") are pleased to announce that they have reached agreement on the terms of a recommended offer for the entire issued and to be issued ordinary share capital of Wellington, to be made by Rothschild on behalf of Fenner. The Offer at 185 pence per Wellington Share values the existing issued and to be issued ordinary share capital of Wellington at approximately #44.6 million (based on the closing middle market price of 136 pence per Fenner Share on 18 April 2005*) or approximately #43.8 million based on the Full Cash Alternative. In addition the Offer and the Full Cash Alternative represents a premium of approximately 9.5 per cent and approximately 6.5 per cent respectively above the three month average closing middle market price of 169 pence per Wellington Share to 18 April 2005*. To provide funding for the cash consideration payable under the Offer, and to provide funding for future growth and acquisition opportunities, Fenner is proposing to raise approximately #54.1 million (net of expenses) by way of a Placing and Open Offer. Key highlights * The acquisition of the entire issued and to be issued share capital of Wellington for approximately #44.6 million, or approximately #43.8 million based on the Full Cash Alternative * An Offer of 123 pence in cash plus 0.456 New Fenner Shares valuing each Wellington Share at 185 pence. Alternatively, Wellington Shareholders may elect to receive a full cash alternative of 180 pence for each Wellington Share * A Placing and Open Offer, fully underwritten by Rothschild and Collins Stewart Limited ("Collins Stewart"), of 46,611,102 new Fenner Shares to raise approximately #54.1 million (net of expenses) * Wellington is a manufacturer and distributor of advanced polymer sealing solutions for demanding engineering and industrial applications. It has significant market shares in its key markets * For the year ended 31 December 2004, Wellington reported a profit before tax of #5.1 million on turnover of #33.9 million * The acquisition will significantly expand Fenner's Precision Polymers business * The Enlarged Group would be well positioned to benefit from potential growth in the energy market and recovery in industrial markets * The Enlarged Group would provide significant opportunities for Wellington's business and would offer the potential for technical synergies, cost savings and an attractive platform to acquire other international businesses. *The latest practicable date prior to the publication of this announcement Commenting on the announcement today, Mark Abrahams, Chief Executive of Fenner, said "This is a very exciting opportunity for both companies. The acquisition materially expands Fenner's successful precision polymers activities and Wellington's operations should quickly benefit from our strong presence in many of the markets it has targeted for growth. The fund raising and acquisition will help us grow our business overall and underpins our ability to pursue other strategic opportunities as they arise." Commenting on the announcement today, Brian Kent, Non-Executive Chairman of Wellington, said "Wellington will make real gains from this timely opportunity, with access to wider geographical markets and support from a larger capital base. This deal balances the short and long term interests of all stakeholders and supports their need for rising growth and success in future years." This summary should be read in conjunction with the full text of the attached announcement. Certain terms used in this summary are defined in Appendix III of the attached announcement. There will be an analysts' briefing at 9.30 a.m. at the offices of Weber Shandwick Square Mile, Fox Court, 14 Gray's Inn Road, London, WC1X 8WS today. Fenner PLC Mark Abrahams, Chief Executive Tel: 01482 626500 Richard Perry, Group Finance Director N M Rothschild & Sons Limited (Financial Adviser and Sponsor to Fenner) James Fenwick / David Forbes / Stephen Moore Tel: 0113 200 1900 Collins Stewart Limited (Corporate Broker to Fenner) Chris Wells / Mark Connelly Tel: 0207 523 8350 Weber Shandwick Square Mile Nick Oborne Tel: 0207 067 0700 Wellington Holdings plc Brian Kent, Non-Executive Chairman Tel: 0208 941 3774 BDO Stoy Hayward Corporate Finance (Financial Adviser to Wellington) Michael Cobb / Philip Brady Tel: 0207 486 5888 This announcement has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 by N M Rothschild & Sons Limited. N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fenner PLC in connection with the Placing and Open Offer and Acquisition and no one else and will not be responsible to anyone other than Fenner PLC for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Placing and Open Offer and Acquisition. Collins Stewart Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fenner PLC in connection with the Placing and Open Offer. Collins Stewart Limited is also corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be responsible to anyone other than Fenner PLC for providing the protections offered to clients of Collins Stewart Limited nor for providing advice in relation to the Offer and the Placing and Open Offer. BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wellington Holdings plc and no one else in connection with the Offer and will not be responsible to anyone other than Wellington Holdings plc for providing the protections afforded to customers of BDO Stoy Hayward Corporate Finance nor for providing advice in relation to the Offer. Neither the Offer nor the Open Offer is being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia, Japan, the Republic of Ireland or South Africa and neither can, subject to certain exceptions, be accepted by any such use, means instrumentality or facility or from within the United States, Canada, Australia, Japan, the Republic of Ireland or South Africa. Neither the Offer nor the Open Offer constitutes an offer of securities for sale, or the solicitation of an offer to buy securities in the United States and the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have not been and will not be registered under the Securities Act, or under the laws of any state, district or other jurisdiction of the United States or of Canada, Australia, Japan, the Republic of Ireland or South Africa and no regulatory clearances in respect of new Fenner Shares have been or will be, applied for in any jurisdiction. Accordingly, unless an exemption under the Securities Act or other relevant securities laws is applicable, the new Fenner Shares are not being, and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States or Canada, Australia, Japan, the Republic of Ireland or South Africa or to, or for the account or benefit of, any US person or person resident in Canada, Australia, Japan, the Republic of Ireland or South Africa. This announcement contains a number of forward-looking statements relating to Fenner, Wellington and the Enlarged Group with respect to, among others, the following: financial condition; results of operations; the business of the Enlarged Group; future benefits of the Acquisition; and management plans and objectives. Fenner and Wellington consider any statements that are not historical facts as "forward-looking statements". They involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the integration of the businesses of Fenner and Wellington, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places where Fenner and Wellington conduct business are less favourable than expected, and/or conditions in the securities market are less favourable than expected. This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and, in the case of Wellington Shares in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA FOR IMMEDIATE RELEASE FENNER PLC RECOMMENDED OFFER FOR WELLINGTON HOLDINGS PLC PLACING AND OPEN OFFER 19 April 2005 Introduction The boards of Fenner and Wellington are pleased to announce that they have reached agreement on the terms of a recommended Offer, to be made on behalf of Fenner by Rothschild, to acquire the whole of the issued and to be issued share capital of Wellington. Wellington is a manufacturer and distributor of advanced polymer sealing solutions for demanding engineering and industrial applications. Wellington Shareholders who accept the Offer will be entitled to receive 123 pence in cash and 0.456 New Fenner Shares valuing each Wellington Share at 185 pence (with a Full Cash Alternative of 180 pence per Wellington Share). They will also be entitled to receive and retain the dividend of 4.6 pence per Wellington Share, which will be paid on 31 May 2005, subject to it being declared by Wellington in general meeting. The Offer values the existing issued and to be issued ordinary share capital of Wellington at approximately #44.6 million(1) In addition, the Offer and the Full Cash Alternative represents a premium(2) of approximately 9.5 per cent. and approximately 6.5 per cent. respectively above the three month average closing middle market price of 169 pence per Wellington Share to 18 April 2005, (being the latest practicable date prior to the publication of this announcement). To provide the funding of the cash consideration payable under the Offer, and to provide funding for future growth and acquisition opportunities, Fenner is proposing to raise approximately #54.1 million (net of expenses of the Acquisition and the Placing and Open Offer) by way of a Placing and Open Offer of 46,611,102 new Fenner Shares at 127 pence per share. The Placing and Open Offer (save in respect of the Committed Shares) has been fully underwritten by Rothschild and Collins Stewart and is conditional on, inter alia, the approval of the Acquisition by Fenner Shareholders. Background to and reasons for the Offer Fenner's stated strategy is to grow its reinforced polymers operations, which serve both the energy and industrial markets. In delivering this strategy, the major focus of the Fenner Group has been to expand Fenner's Precision Polymer and Conveyor Belting operations, both of which have achieved leading positions in the markets they serve. In particular, the Precision Polymers business has displayed what the Fenner Board believes to be attractive characteristics. These include, inter alia, operating profit to sales ratios consistently in the high teens; returns which have demonstrated resistance to recent adverse cycles of industrial activity; and the potential for ongoing organic and acquisitive growth. Over the last three years, the return on sales of Fenner's Precision Polymers business has averaged approximately 17 per cent. In addition, Eagle Belting and Indico have now been successfully and fully integrated into the business following their acquisitions in August 2002 and February 2004 respectively. (1) Based on the closing middle market price of 136 pence per existing Fenner Share on 18 April 2005, being the latest practicable date prior to the publication of this announcement. (2) Based on 123 pence in cash plus 0.456 New Fenner Shares for each Wellington Share and the Full Cash Alternative of 180 pence in cash for each Wellington Share. The proposed acquisition of Wellington presents an exciting opportunity for a further and significant expansion of the Precision Polymers business. Wellington manufactures and distributes seals serving industrial and energy markets worldwide. It has significant market shares in specific sub-markets for the niche sectors on which it is focused. In addition, Wellington has produced an average return on sales over the last five years of over 13 per cent., reaching nearly 15 per cent. last year, which measures favourably against its competitors. The Fenner Directors believe that the Acquisition represents a significant step forward for Fenner, which should create sustainable value for shareholders: * Wellington would provide Fenner with a polymer business with niche disciplines providing income streams which the Fenner Directors believe are sustainable and growing; * the markets served by Wellington share similar growth drivers to Fenner and the Enlarged Group would be well positioned to benefit from potential growth in the energy market and recovery in industrial markets; * the Enlarged Group would provide significant opportunities to grow the Wellington businesses quickly, including: - Wellington and Fenner have been exploring the possibility of establishing a joint venture in China, which would enable Wellington to exploit emerging opportunities for its products in the energy markets; - Fenner has existing sales operations in Eastern Europe and Russia, where Wellington has identified opportunities to grow; - Fenner has manufacturing and sales outlets in India, a market Wellington has identified as a growth opportunity; and - Fenner has complementary market knowledge in the USA, which should enable Wellington to grow faster * material processing knowledge shared between Fenner and Wellington offers the potential for technical synergies for the Enlarged Group; * the Enlarged Group should benefit from cost savings due to the elimination of duplicated costs and potential materials costs savings due to increased economies of scale; and * the Enlarged Group would offer an attractive platform to acquire other international businesses and provide opportunities to leverage the increased scale of the business. In addition, the Fenner Directors believe the acquisition of Wellington to be a low risk expansion opportunity for Fenner as the Wellington Group's sales are well diversified geographically, which the Fenner Directors consider provides protection against a downturn in any one territory. In addition, Wellington manufactures seals using a variety of polymers where the specification of material is a vital element in product application. The range of materials, processes, quality of product and service focused on industrial and energy markets used by Wellington creates product and brand differentiation in the market. The Fenner Directors believe that the Acquisition, taking into account the full effects of the Placing and Open Offer, would be earnings enhancing in the first full year of ownership based on accounting policies currently in use being applied consistently.(3) Background to and reasons for recommending the Offer The Wellington Board has received a number of approaches for Wellington over the last three years. Whilst several of these have led to early stage discussions, none, other than Fenner's, has resulted in a real opportunity to achieve enhancement of shareholder value and a sufficiently attractive valuation for Wellington. Although Wellington's brands are strong in the market for precision seals for demanding performance-critical applications, it is one of the smaller groups in the wider engineering sector in which it operates and as such the Wellington Board has long recognised that some structural change would be inevitable to enable the business to compete more effectively worldwide. Against this background, the Wellington Board received a proposal from Fenner. The Wellington Board was of the view that this proposal was sufficiently credible and attractive to enter into the formal discussions, which have now led to the Offer. In considering whether the Offer is fair and reasonable to Wellington Shareholders, the Wellington Directors have considered: * that the Full Cash Alternative, together with the proposed final dividend, is in excess of the highest price at which a Wellington Share has publicly traded since it became solely focused on the seals market in 1999; * the immediate and certain benefits of the Offer against the potential future return from remaining a Wellington Shareholder; * that the Offer enables Wellington Shareholders to realise their investment generally free of any transaction costs; * the fact that Wellington will be part of a larger group, providing the opportunity for it to compete in markets in which it has limited resources at present; * that the Offer is well balanced between the long term interests of Wellington Shareholders, customers and Wellington employees worldwide; * that those Wellington Shareholders that wish to retain an investment in the engineering sector can elect to receive part of their consideration under the Offer in New Fenner Shares; and * that Wellington Shareholders will be entitled to receive and retain the final dividend of 4.6 pence per Wellington Share which was announced on 30 March 2005 and, subject to it being declared by Wellington in general meeting, will be paid on 31 May 2005 to Wellington Shareholders on the register on 22 April 2005. (3) This statement should not be interpreted to mean the future earnings per share of Fenner following the completion of the Acquisition and Placing and Open Offer would necessarily match or exceed the historical earnings per share of Fenner. For these purposes earnings per share is measured before goodwill amortisation and exceptional items. In addition, the Acquisition (and Placing and Open Offer) is expected to increase the net assets of the Enlarged Group. In summary, therefore, the Wellington Directors have concluded that the terms of the Offer are fair and reasonable and they unanimously recommend Wellington Shareholders to accept the Offer. Information on Fenner The principal activity of Fenner is the global manufacture and distribution of conveyor belting and precision polymer products. Fenner is a world leader in reinforced polymer technology with operations in North America, Europe, South Africa, India, China and Australia. In the year ended 31 August 2004, Fenner reported an operating profit before goodwill amortisation and exceptional items of #16.1 million on turnover of #260.6 million. This yielded a profit on ordinary activities before taxation of #6.4 million. Net assets as at 31 August 2004 were #64.5 million. Further, Fenner has reported today that, in the six months ended 28 February 2005, Fenner generated an operating profit before goodwill amortisation and exceptional items of #6.6 million on turnover of #141.3 million. This yielded a profit on ordinary activities before taxation of #3.6 million. Net assets as at 28 February 2005 were #66.0 million. Further financial information on Fenner will be set out in the Offer Document and Listing Particulars expected to be sent to Wellington Shareholders and Fenner Shareholders today. Information on Wellington Wellington is a manufacturer and distributor of advanced polymer sealing solutions for demanding engineering and industrial applications. The business is organised in two main business groups: * Fluid Power (through its Hallite and Hallite Dynamic businesses) produces sealing solutions for fluid power applications worldwide, focusing primarily on the mobile equipment, mining and automation markets. Hallite and Hallite Dynamic's manufacturing operations are based principally in Hampton, UK and Detroit, Michigan. * Process (through its CDI Polytek business) produces custom made seals for the process industries, oil, gas and downstream activities, as well as aerospace. CDI Polytek's manufacturing operations are based in Houston, Texas and Hampton, UK. Wellington has distribution and sales subsidiaries, some with rapid response capabilities, in the USA, Canada, UK, Germany, France, Italy and Australia. For the year ended 31 December 2004, Wellington reported an operating profit before goodwill amortisation and exceptional costs of #5.0 million on turnover of #33.9 million. This yielded a profit before tax of #5.1 million. At 31 December 2004, Wellington reported net assets of #10.5 million and net borrowings of #2.6 million yielding a gearing of 24.8 per cent. Further financial information on Wellington will be set out in the Offer Document and Listing Particulars expected to be sent to Wellington Shareholders and Fenner Shareholders today. Other opportunities In addition to the potential acquisition of Wellington, Fenner intends to pursue a growth strategy for all its reinforced polymer businesses. The Fenner Board believes that there are a number of other businesses which could fit closely with the Fenner Group's strategy and which would increase shareholder value. Fenner's Specialist Hose operations are experiencing buoyant market conditions with a return to growth of the truck, bus and off-road vehicle segments and the change in emissions legislation in the EU, USA and Asia that has necessitated engine redesigns. The Fenner Board intends to continue the trend of recent expansion in this business, through either further organic investment or a bolt-on acquisition or possibly both. The Fenner Board also intends to expand Fenner's Industrial Drives business in Europe following the successful development of this business in North America. This may involve small European bolt-on acquisitions in related areas. The growth of the coal mining market has resulted in significant volume increases in conveyor belt demand. As a result of this opportunity and the Fenner Directors' expectations of continued growth, Fenner's expansion plans in both Asia and the Southern Hemisphere are expected to continue with further substantial investment, possibly with further bolt-on acquisitions. The Fenner Board is in early discussions with a number of potential acquisition targets, but there is no certainty that any of these potential acquisitions will be successfully concluded. Use of proceeds The proceeds of the Placing and Open Offer will be used principally to satisfy the cash consideration payable pursuant to the Offer and the estimated expenses of the Acquisition and the Placing and Open Offer of #5.1 million. The maximum cash consideration payable pursuant to the Acquisition will be approximately #43.8 million (assuming that every Wellington Shareholder accepts the Offer and every Wellington Shareholder elects for the Full Cash Alternative). The minimum cash consideration payable pursuant to the Acquisition will be #34.5 million on the basis that no Wellington Shareholder elects for the Full Cash Alternative other than the Wellington Shareholders who have irrevocably undertaken to accept the Offer and have elected to receive the Full Cash Alternative. The Fenner Board believes that, whilst the Fenner Group can support its current level of net debt, the Fenner Group would be better placed to make further acquisitions and to raise additional capital through the issue of new Fenner Shares. Despite the fact that it cannot be certain that further acquisitions may be made, the Fenner Directors believe that Fenner should take this opportunity to raise additional capital in order to avoid returning to its shareholders more than once in a short space of time. The improved balance sheet strength and scale of Fenner after the acquisition of Wellington together with the maximum net proceeds of the Placing and Open Offer of approximately #19.6 million (assuming that every Wellington Shareholder accepts the Offer and no Wellington Shareholder elects for the Full Cash Alternative other than the Wellington Shareholders who have irrevocably undertaken to accept the Offer and have elected to receive the Full Cash Alternative) or the minimum net proceeds of approximately #10.3 million (assuming that every Wellington Shareholder accepts the Offer and every Wellington Shareholder elects for the Full Cash Alternative) would enable the Fenner Group to actively pursue its acquisition strategy. These maximum and minimum net proceeds are calculated after deducting the cash consideration payable under the Acquisition and the estimated expenses of the Acquisition and the Placing and Open Offer. In addition, the issue of New Fenner Shares and Open Offer Shares will increase the current market capitalisation of Fenner and broaden its institutional shareholder base, which the Fenner Board believes should further improve the liquidity of Fenner Shares. The Offer The Offer will be made on and subject to the terms and conditions set out or referred to in this announcement and Appendix I to this announcement and the further terms and conditions set out in the Offer Document expected to be posted to Wellington Shareholders today and, in the case of Wellington Shares held in certificated form, the Form of Acceptance. The Offer will be for all of the issued and to be issued Wellington Shares on the following basis: 123 pence in cash for each Wellington Share plus 0.456 New Fenner Shares for each Wellington Share Based on the closing middle market price of 136 pence per Fenner Share, the Offer therefore values each Wellington Share at 185 pence and the existing issued and to be issued ordinary share capital of Wellington at #44.6 million. The New Fenner Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing Fenner Shares and will be entitled to all dividends and other distributions declared, made or paid after the date of the Offer save for the Fenner interim dividend declared on 19 April 2005 in respect of the six months ended 28 February 2005 of 1.975 pence per Fenner Share, which will be paid on 5 September 2005 to Fenner Shareholders on the register on 5 August 2005. After the Offer becomes or is declared unconditional in all respects, Fenner will make appropriate proposals to participants in the Wellington Share Option Schemes in respect of their options. Fractional entitlements to New Fenner Shares arising pursuant to the Offer will be disregarded and will not be allotted. Full Cash Alternative As an alternative to receiving their consideration partly in cash and partly in New Fenner Shares, which would otherwise be receivable under the Offer, Wellington Shareholders who validly accept the Offer may elect to receive all of their consideration in cash on the following basis: 180 pence in cash for each Wellington Share The Full Cash Alternative values the existing issued and to be issued share capital of Wellington at approximately #43.8 million. Certain overseas shareholders of Wellington will be deemed to have elected for the Full Cash Alternative and will not be entitled to receive New Fenner Shares under the Offer. Undertakings to accept the Offer, option and letters of intent The shareholding Wellington Directors have given irrevocable undertakings to accept the Offer in respect of their holdings (beneficial and non-beneficial) of 181,251 Wellington Shares in aggregate (representing approximately 0.76 per cent. of the existing issued share capital of Wellington) of which elections for the Full Cash Alternative have been received in respect of 180,251 Wellington Shares. These undertakings will remain binding even if a higher competing offer is made for Wellington unless the Offer lapses or is withdrawn. First Britannia Mezzanine NV has given an irrevocable undertaking to accept the Offer and the Full Cash Alternative in respect of its holding of 6,917,778 Wellington Shares (representing approximately 28.99 per cent. of the existing issued share capital of Wellington). This undertaking will remain binding even if a higher competing offer is made for Wellington, unless the Offer lapses or is withdrawn. In addition to the irrevocable undertaking referred to above, First Britannia Mezzanine NV has granted Fenner a call option allowing Fenner to acquire 6,917,778 Wellington Shares (representing approximately 28.99 per cent. of the existing issued share capital of Wellington) at any time on or after the date of the posting of the Offer Document for a period of 60 days at a consideration of 180 pence per Wellington Share payable in cash. In addition, irrevocable undertakings to accept the Offer have also been received from certain other institutional shareholders in respect of 5,181,437 Wellington Shares in aggregate (representing approximately 21.71 per cent. of the existing issued share capital of Wellington) of which elections for the Full Cash Alternative have been received in respect of 865,000 Wellington Shares. These undertakings will cease to be binding if a third party announces a firm intention to make a competing offer for Wellington Shares, where the value of that offer (in the case of one such irrevocable undertaking) is not less than 190 pence per Wellington Share, and (in the case of the remaining such irrevocable undertakings), where the value of that offer is at least 10 per cent. higher than the value of the Offer. Also Fenner has received non binding letters of intent to accept, or procure the acceptance of, the Offer from certain shareholders in respect of a total of 3,150,628 Wellington Shares (representing in aggregate approximately 13.20 per cent. of the existing issued share capital of Wellington). In summary, therefore, Fenner has received irrevocable undertakings and letters of intent to accept the Offer in respect of 15,431,094 Wellington Shares in aggregate, representing approximately 64.67 per cent. of the existing issued share capital of Wellington. Inducement fees It has been agreed between Fenner and Wellington that Wellington will pay Fenner a fee of #420,000 (including any amount in respect of value added tax, if any, payable thereon), if Wellington initiates enquiries or enters into discussions with a third party with a view to a takeover offer in respect of Wellington, subject to certain exceptions, within two months of the Offer being made, or if a director of Wellington withdraws his recommendation of the Offer and the Offer subsequently lapses or is withdrawn, or if a recommended competing offer for Wellington is announced and the Offer subsequently lapses or is withdrawn. It has also been agreed between Fenner and Wellington that Fenner will pay Wellington a fee of #420,000 (including any amount in respect of value added tax, if any, payable thereon) if any director of Fenner withdraws his recommendation to Fenner Shareholders to vote in favour of the resolution approving the making of the Offer and the Offer subsequently lapses or is withdrawn, or if Fenner Shareholders do not pass the resolution necessary to approve the Offer, which is to be proposed at the Extraordinary General Meeting. Principal terms of the Placing and Open Offer Fenner proposes to raise approximately #54.1 million (net of expenses of the Acquisition and the Placing and Open Offer) by the allotment and issue of 46,611,102 Open Offer Shares at 127 pence per Open Offer Share pursuant to the Placing and Open Offer. The Open Offer Shares (other than the Committed Shares) have been conditionally placed by Collins Stewart at the Issue Price with institutional and other investors subject to clawback (other than in relation to the Firm Placed Shares) to satisfy valid applications made by Qualifying Fenner Shareholders under the Open Offer for such Open Offer Shares. Irrevocable undertakings have been received from certain of the Fenner Directors to take up or procure to be taken up, in aggregate, entitlements to 35,436 Open Offer Shares under the Open Offer and these Committed Shares are not therefore being placed under the Placing. The Fenner Directors have also irrevocably undertaken not to take up the remainder of their entitlements to, in aggregate, 349,352 Open Offer Shares and these entitlements have been placed firm with institutional and other investors and are not subject to clawback by Qualifying Fenner Shareholders under the Open Offer. Rothschild and Collins Stewart have agreed, acting as agents for Fenner, to invite Qualifying Fenner Shareholders to apply under the Open Offer for 46,611,102 Open Offer Shares at the Issue Price on the basis of 3 Open Offer Shares for every 7 existing Fenner Shares. Compulsory acquisition and delisting of Wellington Shares If Fenner receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Wellington Shares to which the Offer relates, Fenner intends to exercise its rights pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any remaining Wellington Shares to which the Offer relates, not acquired or agreed to be acquired by Fenner pursuant to the Offer, on the same terms as the Offer. If the Offer becomes or is declared unconditional in all respects, Fenner intends to procure the making of an application by Wellington as soon as it is appropriate to do so to cancel the listing of Wellington Shares on the Official List and to cancel trading of the Wellington Shares on the London Stock Exchange's market for listed securities. It is anticipated that cancellation of listing and trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. Such a cancellation would significantly reduce the liquidity and marketability of any Wellington Shares not assented to the Offer. Wellington Share Option Schemes The Offer will extend to Wellington Shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date as Fenner (in accordance with the Code) decides) as a result of the exercise of options under the Wellington Share Option Schemes or otherwise. Disclosure of interests in Wellington Save for the 15,431,094 Wellington Shares in respect of which Fenner has received irrevocable undertakings, a call option and letters of intent to accept the Offer, neither Fenner nor any of the Fenner Directors nor, so far as Fenner is aware, any person acting in concert with Fenner, owns or controls any Wellington Shares. Certain terms used in this announcement are defined in Appendix III to this announcement. For further information contact: Fenner PLC Mark Abrahams, Chief Executive Tel: 01482 626500 Richard Perry, Group Finance Director N M Rothschild & Sons Limited (Financial Adviser and Sponsor to Fenner) James Fenwick / David Forbes / Stephen Moore Tel: 0113 200 1900 Collins Stewart Limited (Corporate Broker to Fenner) Chris Wells / Mark Connelly Tel: 0207 523 8350 Weber Shandwick Square Mile Nick Oborne Tel: 0207 067 0700 Wellington Holdings plc Brian Kent, Non Executive Chairman Tel: 0208 941 3774 BDO Stoy Hayward Corporate Finance (Financial Adviser to Wellington) Michael Cobb / Philip Brady Tel: 0207 486 5888 This announcement has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 by N M Rothschild & Sons Limited. N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fenner PLC in connection with the Placing and Open Offer and Acquisition and no one else and will not be responsible to anyone other than Fenner PLC for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Placing and Open Offer and Acquisition. Collins Stewart Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Fenner PLC in connection with the Placing and Open Offer. Collins Stewart Limited is also corporate broker to Wellington Holdings plc. Collins Stewart Limited will not be responsible to anyone other than Fenner PLC for providing the protections offered to clients of Collins Stewart Limited nor for providing advice in relation to the Offer and the Placing and Open Offer. BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, Chartered Accountants, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wellington Holdings plc and no one else in connection with the Offer and will not be responsible to anyone other than Wellington Holdings plc for providing the protections afforded to customers of BDO Stoy Hayward Corporate Finance nor for providing advice in relation to the Offer. Neither the Offer nor the Open Offer is being made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, facsimile transmission, telex or telephone) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States, Canada, Australia, Japan, the Republic of Ireland or South Africa and neither can, subject to certain exceptions, be accepted by any such use, means instrumentality or facility or from within the United States, Canada, Australia, Japan, the Republic of Ireland or South Africa. Neither the Offer nor the Open Offer constitutes an offer of securities for sale, or the solicitation of an offer to buy securities in the United States and the new Fenner Shares to be issued pursuant to the Offer and the Open Offer have not been and will not be registered under the Securities Act , or under the laws of any state, district or other jurisdiction of the United States or of Canada, Australia, Japan, the Republic of Ireland or South Africa and no regulatory clearances in respect of new Fenner Shares have been or will be, applied for in any jurisdiction. Accordingly, unless an exemption under the Securities Act or other relevant securities laws is applicable, the new Fenner Shares are not being, and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States or Canada, Australia, Japan, the Republic of Ireland or South Africa or to, or for the account or benefit of, any US person or person resident in Canada, Australia, Japan, the Republic of Ireland or South Africa. This announcement contains a number of forward-looking statements relating to Fenner, Wellington and the Enlarged Group with respect to, among others, the following: financial condition; results of operations; the business of the Enlarged Group; future benefits of the Acquisition; and management plans and objectives. Fenner and Wellington consider any statements that are not historical facts as "forward-looking statements". They involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Important factors that could cause actual results to differ materially from estimates or forecasts contained in the forward-looking statements include, among others, the following possibilities: future revenues are lower than expected; costs or difficulties relating to the integration of the businesses of Fenner and Wellington, or of other future acquisitions, are greater than expected; expected cost savings from the transaction or from other future acquisitions are not fully realised or realised within the expected time frame; competitive pressures in the industry increase; general economic conditions or conditions affecting the relevant industries, whether internationally or in the places where Fenner and Wellington conduct business are less favourable than expected, and/or conditions in the securities market are less favourable than expected. This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to purchase any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and, in the case of Wellington Shares in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Appendix I Conditions of the Offer The Offer, which will be made by Rothschild on behalf of Fenner, will comply with the rules and regulations of the Financial Services Authority, the London Stock Exchange and the City Code on Takeovers and Mergers (the "Code"). The Offer is conditional upon: (a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on 11 May 2005 (or such later times and/ or dates as Fenner may, subject to the rules of the Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lesser percentage as Fenner may decide with the prior consent of Rothschild and Collins Stewart pursuant to the Placing and Open Offer Agreement) in nominal value of the Wellington Shares to which the Offer relates, provided that this condition will not be satisfied unless Fenner shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Wellington Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Wellington including, to the extent (if any) required by the Panel, any voting rights attaching to any Wellington Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances pursuant to the exercise of any outstanding conversion or subscription rights or otherwise. For the purposes of this condition: (i) Wellington Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon being entered into the register of members of Wellington; and (ii) the expression "Wellington Share to which the Offer relates" shall be construed in accordance with sections 428 to 430F of the Companies Act; (b) the UK Listing Authority announcing its decision to admit the New Fenner Shares and the new Fenner Shares which are the subject of the Placing and Open Offer to the Official List and such admission becoming effective in accordance with the Listing Rules and the London Stock Exchange announcing its decision to admit all such Fenner Shares to trading and such admission becoming effective in accordance with the London Stock Exchange Admission and Disclosure Standards; (c) the passing at an extraordinary general meeting of Fenner (or at any adjournment of such a meeting) of such resolution or resolutions as may be necessary or desirable to approve, effect and implement or authorise the implementation of the Offer, the acquisition of Wellington Shares pursuant to the Offer or otherwise, the making of any offer, proposal or other arrangement to holders of options under the Wellington Share Option Schemes and any necessary increases of the authorised share capital of Fenner and allotment and issue of Fenner Shares; (d) no government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, court, trade agency, association or institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction (each a "Relevant Authority") having decided to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference or having required any action to be taken or information to be provided or otherwise having done anything or having made, proposed or enacted any statute, regulation, order or decision or having done anything which would or might reasonably be expected to: (i) make the Offer or its implementation, or the acquisition or the proposed acquisition by Fenner of any shares or other securities in, or control of, Wellington or any member of the Wider Wellington Group) void, illegal or unenforceable in any jurisdiction in a manner which is material in the context of the Wider Wellington Group taken as a whole, or otherwise directly or indirectly restrain, prohibit, restrict, prevent or delay the same or impose material additional conditions or financial or other obligations with respect thereto, or otherwise materially challenge or interfere therewith; (ii) require, prevent, restrict or delay the divestiture or alter the terms envisaged for any proposed divestiture by Fenner or any member of the Wider Fenner Group of any Wellington Shares or of any shares in a member of the Wider Wellington Group in a manner which is material in the context of the Wider Wellington Group taken as a whole; (iii)require, prevent, restrict or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Fenner Group or by any member of the Wider Wellington Group of all or any portion of their respective businesses, interests, assets or property, or (to an extent which in each case is material in the context of the Offer or the Wider Wellington Group or the Wider Fenner Group in each case taken as a whole) impose any limit on the ability of any of them to conduct or operate their respective businesses (or any of them) or to operate, own or control any of their respective assets or properties or any part thereof; (iv) impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Fenner Group or any member of the Wider Wellington Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of Wellington Shares or any shares or any other securities of Wellington or to exercise voting or management control over any member of the Wider Wellington Group or any member of the Wider Fenner Group; (v) require any member of the Wider Fenner Group and/or of the Wider Wellington Group to acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Wider Fenner Group or the Wider Wellington Group owed by or owed to any third party to an extent which in each case is material in the context of the Wider Fenner Group or the Wider Wellington Group in each case taken as a whole; (vi) impose any limitation on the ability of the members of the Wider Fenner Group and the Wider Wellington Group to integrate or co-ordinate their businesses, or any material part of them, with the other members of the Wider Wellington Group or of the Wider Fenner Group to an extent which is material in the context of the Wider Wellington Group or the Wider Fenner Group in each case taken as a whole; or (vii)otherwise adversely affect any or all of the businesses, assets, prospects, profits or financial or trading position of any member of the Wider Wellington Group or any member of the Wider Fenner Group to an extent which is material in the context of the Wider Fenner Group or the Wider Wellington Group in each case taken as a whole, and all applicable waiting and other time periods during which any Third Party could institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction, having expired, lapsed or been terminated; (e) all necessary filings and applications having been made and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case as may be necessary in connection with the Offer and its implementation or the acquisition or proposed acquisition by Fenner of any shares or other securities in, or control of, Wellington and all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, certificates, permissions and approvals ("Authorisations") considered necessary or appropriate and material by Fenner for or in respect of the Offer or the acquisition or proposed acquisition by Fenner of any shares or other securities in, or control of, Wellington or the carrying on by any member of the Wider Wellington Group of its business or in relation to the affairs of any member of the Wider Wellington Group having been obtained in terms and in a form reasonably satisfactory to Fenner from all appropriate Relevant Authorities or persons with whom any member of the Wider Wellington Group has entered into contractual arrangements that are material in the context of the Wider Wellington Group taken as a whole and all such Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to and no steps have been taken which would allow any Relevant Authority to revoke, suspend, restrict or amend or not renew the same at the time at which the Offer becomes or is declared wholly unconditional and there being no indication that the renewal costs of any Authorisation are material in the context of the Wider Wellington Group taken as a whole; (f) except as publicly announced by Wellington prior to the announcement of the Offer through a Regulatory Information Service or disclosed in writing by or on behalf of Wellington in connection with the Offer to Fenner prior to the announcement of the Offer, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument ("Relevant Instrument") to which any member of the Wider Wellington Group is a party or by or to which any such member or any of its respective assets is or are or may be bound, entitled or subject or any circumstance which, in consequence of the making or implementation of the Offer or the proposed acquisition of any shares or other securities in, or control of, Wellington by Fenner or because of a change in the control or management of Wellington or otherwise, could reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Wellington Group taken as a whole): (i) any indebtedness or liabilities actual or contingent of, or any grant available to, any member of the Wider Wellington Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn or inhibited; (ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Wellington Group or any such security (whenever created, arising or having arisen) becoming enforceable; (iii)any Relevant Instrument or any right, liability, obligation, or interest of any member of the Wider Wellington Group under any Relevant Instrument (or any arrangement, agreement, licence or instrument relating to any such right, liability, obligation, interest or business) or the interests or business of any such member in or with any other person, firm, company or body being or becoming capable of being terminated or adversely modified or adversely affected or any adverse action being taken or any onerous obligation or liability arising thereunder; (iv) any asset, right (including without limitation intellectual property rights) or interest used or enjoyed by any member of the Wider Wellington Group being or falling to be disposed of (otherwise than in the ordinary course of business) or charged or ceasing to be available to any member of the Wider Wellington Group or any right arising under which any such asset or interest could be required to be disposed of or charged or will or could cease to be available to any member of the Wider Wellington Group; (v) any member of the Wider Wellington Group ceasing to be able to carry on business under any name under which it presently does so; (vi) any member of the Wider Fenner Group and/or of the Wider Wellington Group being required to acquire, or offer to acquire or repay any shares in and/or securities and/or indebtedness of any member of the Wider Wellington Group owned by any Third Party; (vii)any change in or effect on the ownership or use of any intellectual property rights owned or used by any member of the Wider Wellington Group; (viii)the value or financial or trading position or prospects of any member of the Wider Wellington Group being prejudiced or adversely affected; or (ix) the creation of any liability, actual or contingent, by any member of the Wider Wellington Group (other than in the ordinary course of business), and no event having occurred which, under any provision of any such Relevant Instrument, might reasonably be expected to result in any of the events referred to in this condition (f) to an extent which would be material in the context of the Wider Wellington Group taken as a whole; (g) since 31 December 2004 and except as disclosed in Wellington's annual report and accounts for the year ended 31 December 2004 or as disclosed by or on behalf of Wellington to Fenner in writing in connection with the Offer prior to the announcement of the Offer or as otherwise publicly announced by Wellington on or prior to the announcement of the Offer through an RIS, no member of the Wider Wellington Group having: (i) issued or agreed to issue or authorised or proposed the issue of additional shares or securities of any class, or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities (save for issues between Wellington and any of its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for options granted under the Wellington Share Option Schemes before 31 December 2004 or the issue of any Wellington Shares allotted upon the exercise of options granted before 31 December 2004 under the Wellington Share Option Schemes) or redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital or any other securities; (ii) recommended, declared, made or paid or proposed to recommend, declare, make or pay any bonus, dividend or other distribution whether payable in cash or otherwise other than any distribution by any wholly-owned subsidiary of the Wellington Group and payment of the dividend of 4.6 pence per Wellington Share which was announced on 30 March 2005; (iii)save as between Wellington and its wholly-owned subsidiaries, effected, authorised, proposed or announced its intention to propose any change in its share or loan capital which in each case would be material in the context of the Wider Wellington Group taken as a whole; (iv) save as between Wellington and its wholly-owned subsidiaries, effected, authorised, proposed or announced its intention to propose: (aa) any merger, demerger, reconstruction, arrangement, amalgamation, commitment or scheme; or (bb) any acquisition or disposal, mortgage, charge or transfer of assets or shares (other than in the ordinary course of business) of any right, title or interest in any assets or shares or other transaction or arrangement (other than in the ordinary course of business) in respect of itself or another member of the Wider Wellington Group which in each case would be material in the context of the Wider Wellington Group taken as a whole; (v) acquired or disposed of or transferred (other than in the ordinary course of business) or mortgaged, charged or encumbered any assets or shares or any right, title or interest in any assets or shares (other than in the ordinary course of business) or authorised the same or entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary, terminate or authorise any agreement, arrangement, contract, transaction or commitment (other than in the ordinary course of business and whether in respect of capital expenditure or otherwise) which is of a loss-making, long-term or unusual or onerous nature or magnitude, or which involves or could involve an obligation which is material in the context of the Wider Wellington Group taken as a whole; (vi) save as between Wellington and its wholly-owned subsidiaries, entered into any agreement, contract, transaction, arrangement or commitment (other than in the ordinary course of business) which is material in the context of the Wider Wellington Group taken as a whole; (vii)save as between Wellington and its wholly-owned subsidiaries, entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Wellington Group or the Wider Fenner Group or which is or could involve obligations which would or might reasonably be expected to be so restrictive which are material in the context of the Wider Wellington Group taken as a whole; (viii)save as between Wellington and its wholly-owned subsidiaries, issued, authorised or proposed the issue of or made any change in or to any debentures, or (other than in the ordinary course of business) incurred or increased any indebtedness or liability, actual or contingent, which is material in the context of the Wider Wellington Group taken as a whole; (ix) been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (x) made, or announced any proposal to make, any material change or addition to any retirement, death or disability benefit or any other employment-related benefit of or in respect of any of its directors, employees, former directors or former employees; (xi) save as between Wellington and its wholly-owned subsidiaries, granted any lease or third party rights in respect of any of the leasehold or freehold property owned or occupied by it which is material in the context of the Wider Wellington Group taken as a whole or transferred or otherwise disposed of any such property; (xii) entered into or materially varied or made any offer (which remains open for acceptance) to enter into or materially vary the terms of any service agreement with any director or senior executive of Wellington or any director or senior executive of the Wider Wellington Group; (xiii)taken or proposed any corporate action or had any proceedings started or threatened against it for its winding-up (voluntary or otherwise), insolvency, dissolution, striking-off or reorganisation or for the appointment of a receiver, administrator (including the filing of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator), administrative receiver, trustee or similar officer of all or any part of its assets or revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment (not being vexatious proceedings in the reasonable opinion of Fenner) of any analogous person in any jurisdiction; (xiv)made any amendment to its memorandum or articles of association; (xv) waived or compromised any claim or authorised any such waiver or compromise, save in the ordinary course of business, which is material in the context of the Wider Wellington Group taken as a whole; or (xvi)agreed to enter into or entered into an agreement or arrangement or commitment or passed any resolution or announced any intention with respect to any of the transactions, matters or events referred to in this condition (g); (h) except as publicly announced by Wellington prior to the announcement of the Offer through an RIS or disclosed in writing to Fenner in connection with the Offer prior to the announcement of the Offer and save as disclosed in the annual report and accounts of Wellington for the financial year ended 31 December 2004, since 31 December 2004: (i) there having been no material adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of the Wider Wellington Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Wellington Group is or may become a party (whether as claimant or defendant or otherwise), and no material enquiry or investigation by or complaint or reference to any Relevant Authority, against or in respect of any member of the Wider Wellington Group, having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Wellington Group in any way which is or might reasonably be expected to be material in the context of the Wider Wellington Group taken as a whole; and (iii)no contingent or other liability having arisen or become apparent or increased which might be likely in either case to be material in the context of the Wider Wellington Group taken as a whole; (i) save as disclosed in writing in connection with the Offer by or on behalf of Wellington to Fenner prior to the announcement of the Offer Fenner not having discovered: (i) that any financial, business or other information concerning Wellington or the Wider Wellington Group which is contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Wellington Group contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading which has not, prior to the announcement of the Offer, been corrected by public announcement through an RIS; (ii) any information which materially affects the import of any such information as is mentioned in condition (i)(i); (iii)that any circumstance exists whereby a person or class of person would be likely to have any claim or claims against any member of the Wider Wellington Group which would or might reasonably be expected to be material in the context of the Wider Wellington Group taken as a whole. (j) save as disclosed by or on behalf of Wellington to Fenner or its advisers in writing prior to the announcement of the Offer Fenner not having discovered that: (i) there has been a release, emission, disposal, spillage or leakage of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or there has been an emission or discharge of any waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Wellington Group which would be likely to give rise to any liability (whether actual or contingent, civil or criminal) or cost on the part of any member of the Wider Wellington Group which is material in the context of the Wider Wellington Group taken as a whole; (ii) any past or present member of the Wider Wellington Group has failed to comply with any and/or all applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any member of the Wider Wellington Group with any such legislation or regulations, and wherever the same may have taken place) any of which use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent, civil or criminal) or cost on the part of any member of the Wider Wellington Group which is material in the context of the Wider Wellington Group taken as a whole; (iii)there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) on any past or present member of the Wider Wellington Group to make good, alter, improve, repair, reinstate, clean up or otherwise assume responsibility for any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Wellington Group, under any environmental legislation, regulation, notice, circular or order or of any Relevant Authority or any other person or body in any jurisdiction which is material in the context of the Wider Wellington Group taken as a whole; (iv) circumstances exist whereby a person or class of persons would be reasonably likely to have a claim or claims against any member of the Wider Wellington Group in respect of any product, by-product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Wellington Group, which claim or claims would be likely to have a material adverse effect on any member of the Wider Wellington Group to an extent which is material in the context of the Wider Wellington Group taken as a whole; (v) circumstances exist (whether as a result of the making of the Offer or otherwise) which would be reasonably likely to lead to any third party instituting, or whereby any present or past member of the Wider Wellington Group would be reasonably likely to be required to institute, an environmental audit or take any other steps which would, in any such case, be reasonably likely to result in any actual or contingent liability of any member of the Wider Wellington Group to improve or install new plant or equipment or make good, repair, reinstate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Wider Wellington Group, which, in any such case, would be material in the context of the Wider Wellington Group taken as a whole. Fenner reserves the right to waive all or any of conditions (d) to (j) inclusive, in whole or in part. Conditions (b) and (c) must be fulfilled or waived within 21 days after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled and conditions (d) to (j) inclusive must be satisfied as at, or waived on or before, midnight on the 21st day after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or in each such case such later date as Fenner may, with the consent of the Panel, agree), failing which the Offer will lapse provided that Fenner shall be under no obligation to waive or treat as fulfilled any of conditions (d) to (j) inclusive by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. References to a "substantial interest" in an undertaking or other enterprise and similar expressions shall be taken to refer to a direct or an indirect interest of 20 per cent. or more of the voting rights exercisable in relation to the undertaking or enterprise concerned or in the equity capital or any class of equity capital of such undertaking or enterprise. References to "subsidiary undertaking'", "associated undertaking" and "undertaking" shall have the meaning given to those terms in the Companies Act. Appendix II Bases and Sources 1. The value attributed to the existing issued share capital of Wellington is based upon the 23,861,946 Wellington Shares in issue on 18 April 2005 2. Unless otherwise stated, the financial information on Fenner is extracted from the comparative table to be included in the Listing Particulars expected to be posted to Wellington Shareholders and Fenner Shareholders today. 3. Unless otherwise stated, the financial information on Wellington is extracted from the comparative table included in the Listing Particulars expected to be posted to Wellington Shareholders and Fenner Shareholders today. STATISTICS RELATING TO THE ACQUISITION AND THE PLACING AND OPEN OFFER Price per existing Fenner Share * 136 pence Number of existing Fenner Shares in issue 108,759,239 Issue Price 127 pence Basis of the Open Offer 3 Open Offer Shares for every 7 existing Fenner Shares Number of Open Offer Shares to be issued pursuant to the Placing and Open Offer 46,611,102 Number of New Fenner Shares to be issued pursuant to the Acquisition ** 7,462,087 Number of Fenner Shares in issue immediately following Admission ** 206.8 million Percentage of enlarged ordinary share capital represented by the new Fenner Shares ** 33.2% Pro forma market capitalisation of Fenner following the Placing and Open Offer and completion of the Acquisition at the Issue Price ** #162,832,428 * Closing mid-market price on 18 April 2005, the latest practicable date prior to the publication of this announcement. ** Assuming that no Wellington Shareholders elect for the Full Cash Alternative instead of receiving Acquisition Shares and all Wellington Shareholders accept the Offer prior to Admission. EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2005 Record Date for the Open Offer Close of business on 15 April Ex-entitlement date for the Open Offer 19 April Open Offer entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders by 20 April Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST 4.30 p.m. on 4 May Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 6 May Latest time and date for splitting Application Forms (to satisfy bona fide market claims) 3.00p.m. on 9 May First closing date for the Offer 11 May Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) 11.00 a.m. on 11 May Latest time and date for receipt of Forms of Proxy 3.00 p.m. on 11 May Extraordinary General Meeting 3.00 p.m. on 13 May Crediting of New Ordinary Shares to CREST stock accounts in uncertificated form 20 May Dealings in New Ordinary Shares commence 8.00 a.m. on 20 May Despatch of share certificates in respect of New Ordinary Shares in certificated form By 27 May Appendix III Definitions "Acquisition" the proposed acquisition of the entire issued and to be issued share capital of Wellington by Fenner on the terms and conditions of the Offer "Act" or "Companies Act" The Companies Act 1985 (as amended) "Australia" the Commonwealth of Australia, its states, territories or possessions "BDO Stoy Hayward BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Corporate Finance" Hayward LLP, Chartered Accountants, which is authorised and regulated in the UK by the Financial Services Authority to carry on investment business, financial adviser to Wellington "Canada" Canada, its possessions and territories and all areas subject to its jurisdiction or any political sub-division thereof "certificated" or a share or other security which is not in uncertificated form "in certificated form" "Collins Stewart" Collins Stewart Limited, a wholly owned subsidiary of Collins Stewart Tullett plc "Committed Shares" Open Offer Shares which represent entitlements to apply to Fenner for Open Offer Shares of Messrs. Cooke, Abrahams and Perry who have provided irrevocable undertakings to Fenner to take up such Open Offer Shares under the Open Offer "CREST" the Relevant System in respect of which CRESTCo is the Operator (each as defined in the CREST Regulations) "CRESTCo" CRESTCo Limited, the operator of CREST "Enlarged Group" the Fenner Group as enlarged by the Acquisition "Extraordinary the extraordinary general meeting of Fenner to be convened for General Meeting" 3.00 p.m. on 13 May 2005 or "EGM" "Fenner" Fenner PLC "Fenner Directors" the directors of Fenner or "Fenner Board" "Fenner Group" Fenner and its subsidiary and associated undertakings "Fenner holder(s) of Fenner Shares Shareholders" "Fenner Shares" ordinary shares of 25 pence each in the capital of Fenner "Fenner Share the 1996 Executive Share Option Scheme, the Long Term Share Option Schemes" Incentive Plan and the 1992 Employee Share Ownership Trust and the J.H. Fenner Executive Share Option Scheme 1986 "Form of the form of acceptance, election and authority relating to the Acceptance" Offer expected to be posted to Wellington Shareholders (who hold their Wellington Shares in certificated form) today "Firm Placed 349,352 Open Offer Shares which represent entitlements to apply Shares" to Fenner for Open Offer Shares under the Open Offer of Messrs Cooke, Abrahams and Perry who have provided irrevocable undertakings to Fenner not to take up such Open Offer Shares under the Open Offer "Full Cash the alternative available under the Offer whereby Wellington Alternative" Shareholders who validly accept the Offer may elect to receive 180 pence in cash for each Wellington Share instead of receiving their consideration in cash and New Fenner Shares "Issue Price" 127 pence per Fenner Share "Japan" Japan, its cities, prefectures, territories and possessions "Listing the circular to Fenner Shareholders incorporating listing Particulars" particulars relating to Fenner prepared in accordance with the Listing Rules and expected to be posted to Fenner Shareholders and Wellington Shareholders today "London Stock London Stock Exchange plc Exchange" "New Fenner Shares" up to 7,462,087 new Fenner Shares proposed to be issued credited as fully paid pursuant to the Offer "Offer" the offer to be made by Rothschild on behalf of Fenner to acquire the Wellington Shares on the terms and subject to the conditions set out or referred to in the announcement to which this Appendix forms part and Appendix I to such announcement and the further terms and conditions set out in the Offer Document and, in the case of Wellington Shares in certificated form, the Form of Acceptance and, where the context permits, any subsequent revision, variation, extension or renewal thereof "Offer Document" the document containing the formal terms and conditions of the Offer expected to be posted to Wellington Shareholders today "Official List" the official list maintained by the UK Listing Authority "Open Offer" the offer by Rothschild and Collins Stewart as agent for Fenner to Qualifying Fenner Shareholders to subscribe for Open Offer Shares on the terms and subject to the conditions set out in the Listing Particulars and, in the case of existing Fenner Shares held in certificated form, in the application form relating thereto "Open Offer Shares" the Fenner Shares to be made available to Qualifying Fenner Shareholders under the Open Offer "Overseas Fenner Shareholders whose registered address is not in the UK Shareholders" or who are citizens of, incorporated in, registered in or otherwise resident in, countries outside the UK "Placing" the conditional placing of the Open Offer Shares (other than the Committed Shares) at the Issue Price, subject to the right of Qualifying Fenner Shareholders to apply for such shares pursuant to the Open Offer (other than in relation to the Firm Placed Shares) "Placing and the Open Offer to Qualifying Fenner Shareholders to subscribe Open Offer" for Open Offer Shares and the placing of such shares conditionally on Qualifying Fenner Shareholders not agreeing to so subscribe as more particularly described in the Listing Particulars "Qualifying Fenner Fenner Shareholders (other than certain Overseas Shareholders) Shareholders" on the register of members of Fenner at the close of business on 15 April 2005 "Placing and Open the conditional agreement dated 19 April 2005 between Fenner, Offer Agreement" Rothschild and Collins Stewart "Rothschild" N M Rothschild & Sons Limited "Securities Act" the United States Securities Act of 1933, as amended "UK Listing the Financial Services Authority in its capacity as competent Authority" or "UKLA"authority under the Financial Services and Markets Act 2000 and in the exercise of its functions in respect of the admission to the Official List, including where the context so permits, any committee, employee, officer or servant to whom any function of the UKLA may for the time being be delegated "uncertificated" recorded on the relevant register of the share or security or "in concerned as being held in uncertificated form in CREST, and uncertificated form"title to which, by virtue of the CREST Regulations, may be transferred by means of CREST "United Kingdom" the United Kingdom of Great Britain and Northern Ireland or "UK" "Wellington" Wellington Holdings plc "Wellington Board" the board of directors of Wellington, each member of which is a or "Wellington "Wellington Director" Directors" "Wellington Group" Wellington and its subsidiary and associated undertakings "Wellington Share Wellington Holdings plc Unapproved Discretionary Share Option Option Schemes" Scheme 1994 and Wellington Holdings plc Unapproved Discretionary Share Option Scheme 1997 "Wellington a holder(s) of Wellington Shares Shareholder(s)" "Wellington Shares" the existing unconditionally allotted or fully paid ordinary shares of 10 pence each in the share capital of Wellington and any further such shares which are unconditionally allotted or issued prior to the date on which the Offer closes (or such earlier date, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Offer, as Fenner may determine) as a result of the exercise of options under the Wellington Share Option Schemes or otherwise "Wider Fenner Group" the Fenner Group and any joint venture, partnership, firm or company in which the members of the Fenner Group are substantially interested, aggregating their interests "Wider Wellington The Wellington Group and any joint venture, partnership, firm Group" or company in which the members of the Wellington Group are substantially interested, aggregating their interests "US" or the United States of America, its possessions and territories "United States" and any area subject to its jurisdiction and any state of the or "USA" United States and the District of Columbia Unless otherwise indicated, all references in this announcement to "pounds sterling", "#", "pence" or "p" are to the lawful currency of the United Kingdom. Fenner prepares its financial statements in pounds sterling. All times referred to are London times unless otherwise stated This information is provided by RNS The company news service from the London Stock Exchange END IOEPKCKKOBKKCQD
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