Fiberweb Plc Suspension of trading and listing (0964T)

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RNS Number : 0964T

Fiberweb Plc

14 November 2013

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 THAT JURISDICTION

For immediate release

14 November 2013

Recommended Cash Offer for

Fiberweb plc ("Fiberweb")

by

PGI Acquisition Limited ("PGI Acquisition")

(a wholly owned subsidiary of Polymer Group, Inc. ("PGI"))

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Suspension of trading and listing of Fiberweb Shares

On 17 September 2013, the boards of Fiberweb and PGI Acquisition announced that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Fiberweb by PGI Acquisition. It is intended that the acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The Scheme Document, containing the terms and conditions of the Scheme, was posted to Fiberweb Shareholders on 30 September 2013. On 13 November 2013, the Scheme was sanctioned by the Court.

In connection with the Scheme, Fiberweb has made an application to the United Kingdom Listing Authority for the cancellation of the listing of Fiberweb Shares on the Official List, and to the London Stock Exchange for the cancellation of the trading of Fiberweb Shares on the London Stock Exchange's main market for listed securities, subject to the Scheme becoming fully effective.

Accordingly, it is expected that trading in the Fiberweb Shares on the London Stock Exchange's main market for listed securities will be suspended at 5:00 p.m. (London time) on 14 November 2013. Subsequently, provided that the Scheme has become effective (which is expected to occur on 15 November 2013), both the listing on the Official List and the admission to trading on the London Stock Exchange's main market for listed securities of Fiberweb Shares are expected to be cancelled by 8.00 a.m. on 18 November 2013.

The last day for dealings in, and for registration of transfers of, Fiberweb Shares will therefore be 14 November 2013.

Unless otherwise stated, defined terms used in this announcement have the same meanings as those used in the Scheme Document.

Enquiries

 
 Fiberweb                                       [phone] 
 Daniel Dayan, Chief Executive Officer 
 Kate Miles, Group Finance Director 
 
 Lazard (Lead financial adviser to Fiberweb)    [phone] 
 Richard Shaw 
 Aamir Khan 
 
 KPMG (Rule 3 adviser to Fiberweb)              [phone] 
 Tom Franks 
 Chris Belsham 
 
 Numis (Joint broker to Fiberweb)               [phone] 
 Etienne Bottari 
 Mark Lander 
 
 Peel Hunt (Joint broker to Fiberweb)           [phone] 
 Justin Jones 
 Mike Bell 
 
 Weber Shandwick Financial (Public relations 
  adviser to Fiberweb)                          [phone] 
 Nick Oborne 
 Stephanie Badjonat 
 

Important Notice

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction.

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as lead financial adviser to Fiberweb and no one else in connection with the Acquisition, and will not be responsible to anyone other than Fiberweb for providing the protections afforded to clients of Lazard or for providing advice in relation to the Acquisition or other matters referred to in this announcement. Neither Lazard or any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with the Acquisition, any statement contained herein or otherwise.

KPMG, which is authorised and regulated in the United Kingdom by the FCA for investment business activities, is acting exclusively as Rule 3 adviser to Fiberweb and no one else in connection with the Acquisition, and will not be responsible to anyone other than Fiberweb for providing the protections afforded to clients of KPMG or for providing advice in relation to the Acquisition or other matters referred to in this announcement. Neither KPMG or any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG in connection with the Acquisition, any statement contained herein or otherwise.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Fiberweb and no one else in connection with the Acquisition, and will not be responsible to anyone other than Fiberweb for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Acquisition or other matters referred to in this announcement. Neither Peel Hunt or any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the Acquisition, any statement contained herein or otherwise.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Fiberweb and no one else in connection with the Acquisition, and will not be responsible to anyone other than Fiberweb for providing the protections afforded to clients of Numis or for providing advice in relation to the Acquisition or other matters referred to in this announcement. Neither Numis or any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with the Acquisition, any statement contained herein or otherwise.

The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the acquisition.

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

Fiberweb urges Fiberweb Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.

Overseas shareholders should refer to the sections of the Scheme Document entitled "Overseas jurisdictions" and "Notice to US investors in Fiberweb", which contain important information relevant to such holders.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested (directly or indirectly) in 1% or more of any class of relevant securities of any party to the offer (other than a cash offeror) must make an Opening Position Disclosure after the commencement of the offer period and, if later, after the announcement that first identifies any offeror (other than a cash offeror). 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 any party to the offer (other than a cash offeror). 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 day falling 10 business days after the commencement of the offer period or the announcement that first identifies an offeror (as the case may be). Relevant persons who deal in the relevant securities of any party to the offer (other than a cash 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 as a result of any dealing becomes) interested (directly or indirectly) in 1% or more of any class of relevant securities of any party to the offer (other than a cash offeror) must make a Dealing Disclosure if the person deals in any relevant securities of any party to the offer (other than a cash offeror) during an offer period. 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 any party to the offer (other than a cash offeror), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

Where two or more persons act pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities, they will normally 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on websites

Copies of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Fiberweb's website at www.fiberweb.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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