Share Name Share Symbol Market Type Share ISIN Share Description
Brady Plc LSE:BRY London Ordinary Share GB00B0188P35 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.50 14.29% 12.00 11.50 12.50 13.00 11.75 13.00 730,137 15:51:29
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Software & Computer Services 23.2 -1.1 -2.5 - 10

Brady plc Offer Document Posted and Publication on Website

18/10/2019 7:00am

UK Regulatory (RNS & others)


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RNS Number : 3093Q

Brady plc

18 October 2019

FOR IMMEDIATE RELEASE 18 October 2019

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

Recommended Final Cash Offer

for

Brady plc ("Brady")

by

Hanover Acquisition Limited ("Hanover Bidco")

(an investment vehicle owned by Hanover Active Equity Fund II, S.C.A. SICAV-RAIF)

Posting of Offer Document and Publication on Website

   1.   Posting of Offer Document in respect of Recommended Final Cash Offer 

On 14 October 2019, Hanover Bidco announced a firm intention to make an offer for the entire issued and to be issued share capital of Brady at 10 pence per Brady Share which the Brady Directors intended to unanimously recommend to Brady Shareholders (the "Firm Offer Announcement").

Hanover Bidco announces that yesterday it posted to Brady Shareholders a document containing the full terms and conditions of the Offer (the "Offer Document") together with a Form of Acceptance. The Offer Document and specimen Form of Acceptance will also be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on the Hanover Bidco website www.hanoverinvestors.com/possible-offer and the Brady website www.bradyplc.com shortly.

    2.   Timetable and actions to be taken 

The first closing date of the Offer is 3.00 p.m. on 15 November 2019 (which may be extended by Hanover Bidco, subject to the Code).

Further details of the Offer and the action to be taken to accept the Offer are set out in the Offer Document and, for Brady Shareholders who hold their shares in certificated form, the Form of Acceptance.

If you have any questions about acceptance of the Offer, please call Computershare between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except public holidays in England and Wales) on 0370 702 0000 (if calling from within the UK) or +44 (0)370 702 0000 (if calling from outside the UK). Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

   3.   Offer 

The Offer is conditional upon, amongst other things, Hanover Bidco receiving valid acceptances in respect of, or otherwise acquiring or agreeing to acquire (whether pursuant to the Offer or otherwise), shares which carry, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Brady.

   4.    General 

Capitalised terms used but not defined in this announcement shall have the same meaning given to them in the Firm Offer Announcement.

Enquiries:

Hanover Investors Management LLP

   Matthew Peacock                                    Tel: +44 (0) 20 7766 8400 

Fred Lundqvist

Panmure Gordon (UK) Limited (financial adviser to Hanover Bidco)

   Dominic Morley                                       Tel: +44(0)20 7886 2500 

Nicholas Harland

Charles Leigh-Pemberton

Brady plc

   Carmen Carey                                         Tel: +44(0)20 3301 1200 

Martin Thorneycroft

Cenkos Securities plc (financial adviser and nominated adviser to Brady)

   Ben Jeynes                                             Tel: +44(0)20 7397 8900 

Nick Wells

Further information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Brady in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or a prospectus equivalent document.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and the Form of Acceptance.

Please be aware that addresses, electronic addresses and certain other information provided by Brady Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Brady may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Hanover Bidco and no-one else in connection with the Offer and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Offer.

Cenkos Securities plc, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser and nominated adviser to Brady and no-one else in connection with the Offer and will not be responsible to anyone other than Brady for providing the protections afforded to clients of Cenkos nor for providing advice in connection with the Offer or any other matter referred to in this announcement.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, as described in Appendix I of the Offer Document, the Offer will not be made directly or indirectly into Canada, Australia or Japan. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Brady Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of Canada, Australia or Japan. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from Canada, Australia or Japan. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into Canada, Australia or Japan.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Notice to US shareholders of Brady Shares

It may be difficult for US holders of Brady securities to enforce their rights under and any claim arising out of the US federal securities laws, since Hanover Bidco and Brady are located outside the United States, and some or all of their officers and directors may be resident outside the United States. US Brady Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement and a US court may lack jurisdiction over such persons.

The Offer will be made for securities of an English company and is being made in the United States in compliance with, and in reliance on, Section 14(e) of the United States Securities Exchange Act of 1934 (the "Exchange Act"), Regulation 14E thereunder and the exemption therefrom provided by Rule 14d-1(d) under the Exchange Act. The Offer is being made in the United States by Hanover Bidco and no one else. The Offer is subject to disclosure and procedural requirements of the United Kingdom which are different from those in the United States. In addition, US investors should be aware that this document has been prepared in accordance with English law and the Code and applicable disclosure requirements, format and style thereunder, all of which differ from those in the United States. Furthermore, the payment and settlement procedures with respect to the Offer will comply with the relevant UK rules, which differ from US payment and settlement procedures. Neither the United States Securities Exchange Commission, nor any securities commission of any state or other jurisdiction of the United States, has approved the Offer or passed upon the adequacy or completeness of this announcement.

The receipt of cash pursuant to the Offer may have tax consequences in the United States and under other applicable tax laws and such consequences, if any, are not described herein. US Brady Shareholders are urged to consult with their own legal, tax and financial advisors in connection with making a decision regarding the Offer.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the Code and normal UK market practice, Hanover Bidco or nominees or brokers of Hanover Bidco (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Brady Shares or other Brady securities outside the United States other than pursuant to the Offer at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable requirements of the Code, the Listing Rules and Regulation 14E under the US Exchange Act including Rule 14e-5, to the extent applicable. In addition, in accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Panmure Gordon and Cenkos Securities plc will continue to act as connected exempt market maker or connected exempt principal trader in Brady Shares or other Brady securities on the London Stock Exchange. To the extent required to be disclosed in accordance with applicable regulatory requirements, information about any such purchases and activities, including without limitation, such purchases and activities by the connected exempt market maker or connected exempt principal trader, will be disclosed on a next day basis to the Panel and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will as applicable also be publicly disclosed in the United States.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this announcement

A copy of this announcement will be available subject to certain restrictions relating to persons resident in the Restricted Jurisdictions on www.hanoverinvestors.com/possible-offer and www.bradyplc.com.

The contents of Hanover Investors' website and Brady's website are not incorporated into and do not form part of this announcement.

If you have received this letter in electronic form or by it being published on Brady's website, you can obtain a hard copy of the document by contacting Carmen Carey at Centennium House, 100 Lower Thames Street, London, EC3R 6DL or by telephoning 020 3301 1200 or by emailing Brady marketing@bradyplc.com. You will not receive a hard copy of this letter unless you so request. You may also inform Carmen Carey that you wish all future documents, announcements and information in relation to the Offer be sent to you in hard copy.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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October 18, 2019 02:00 ET (06:00 GMT)

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