Latchways PLC Court Sanction of Scheme of Arrangement (5119C)

TIDMLTC

RNS Number : 5119C

Latchways PLC

16 October 2015

Latchways plc

16 October 2015

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

FOR IMMEDIATE RELEASE

16 October 2015

Recommended Cash Acquisition

of

Latchways plc ("Latchways")

by

MSA UK Holdings Limited ("Bidco")

(an indirect wholly-owned subsidiary of MSA Safety Incorporated ("MSA"))

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Court Sanction of Scheme of Arrangement

On 1 September 2015, the Boards of MSA and Latchways announced that they had reached agreement on the terms of a unanimously recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Latchways (the "Acquisition"). As outlined in that announcement, the Acquisition was to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 9 October, the Scheme was approved by the Scheme Shareholders at the Court Meeting.

Latchways is pleased to announce that the High Court of Justice of England and Wales has, today, made an order sanctioning the Scheme under section 899 of the Companies Act 2006 (without material modification or amendment).

As announced earlier today, the admission to trading of Latchways Shares on the London Stock Exchange's Main Market and the listing of Latchways Shares on the premium listing segment of the Official List have each been suspended with effect from 7.30 a.m. (London time) today, 16 October 2015.

Next steps

It is expected that the Scheme will become Effective on, or around, 23 October 2015 and that the listing of the Latchways Shares on the premium listing segment of the Official List and the trading of Latchways Shares on the London Stock Exchange's Main Market will each be cancelled at 8.00 a.m. on the Business Day following the Effective Date.

Further announcements will be made when the Scheme has become Effective and when the listing and admission to trading of Latchways Shares have each been cancelled.

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the Scheme Document sent to Latchways Shareholders on 16 September 2015.

If any of the key dates set out in the expected timetable change, Latchways will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Latchways' website at www.latchways.com and on MSA's website at www.msasafety.com, respectively.

Subject to certain restrictions, a copy of this announcement will be available on Latchways' website at www.latchways.com by no later than 12 noon on the business day following this announcement.

Enquiries

Bidco and MSA:

Kenneth Krause, Vice President, Strategic Finance and Treasurer Tel: [phone]

Lazard:

(Financial Adviser to Bidco and MSA)

Mark McMaster Tel: [phone]

Jean Greene

Richard Shaw

Eugene Schreider

Latchways:

David Hearson Tel: [phone]

Rex Orton

Rothschild:

(Financial Adviser to Latchways)

Paul Simpson Tel: [phone]

John Byrne

N+1 Singer:

(Corporate Broker to Latchways)

Shaun Dobson Tel: [phone]

Alex Wright

IFC Advisory:

(Public Relations Adviser to Latchways)

Graham Herring Tel: [phone]

Tim Metcalfe

Important notices

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Latchways and for no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker to Latchways and no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and MSA and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and MSA for providing the protections afforded to clients of Lazard, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor 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 this announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Takeover 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.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under US Securities Exchange Act of 1934 (the "US Exchange Act") and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. Financial information included (or incorporated by reference) in this announcement and the Scheme Document in relation to Latchways has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of Latchways Shares to enforce their rights and any claim arising out of US federal laws, since Latchways and certain affiliates of MSA are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Latchways Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any 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.

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October 16, 2015 06:51 ET (10:51 GMT)