Herstal S.A. Offer Unconditional in all respects (1582L)

TIDMMAN

RNS Number : 1582L

Herstal S.A.

02 July 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART), DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

EMBARGOED FOR RELEASE AT 7.00 AM

2 July 2014

RECOMMENDED CASH OFFER

by

FN HERSTAL SA

for

MANROY PLC

Offer unconditional in all respects

On 28 March 2014, the Boards of FN Herstal SA ("Herstal") and Manroy Plc ("Manroy")announced that they had reached agreement on the terms of a recommended cash offer to be made by Herstal for the entire issued and to be issued share capital of Manroy (the "Offer"). The full terms and conditions of the Offer, together with the procedures for acceptance of the Offer, are set out in the offer document which was issued by Herstal on 25 April 2014 (the "Offer Document").

Offer unconditional in all respects

On 19 May 2014, Herstal announced that the Offer had become unconditional as to acceptances. However, the Offer remained subject to the Conditions set out in the Offer Document. In particular, the Offer remained subject to the condition set out in paragraph 1(b) of Appendix 1, Part A of the Offer Document, which stated that the Offer was conditional on the Competition and Markets Authority (the "CMA") indicating in terms satisfactory to Herstal that it did not intend to make a Phase 2 CMA reference of the proposed acquisition of Manroy by Herstal.

On 1 July 2014, the CMA indicated that it would not be making a Phase 2 CMA reference. Therefore the condition relating to the CMA, as summarised above, has now been satisfied. All other Conditions to the Offer have either been satisfied or waived and Herstal is pleased to announce that the Offer has become unconditional in all respects.

Offer extension

The Offer is being extended and will remain open for acceptance until further notice.

Level of acceptances

As at 1.00 pm (London time) on 1 July 2014, Herstal had received valid acceptances of the Offer in respect of 18,204,875 Manroy Shares, representing approximately 95.6 per cent. of the existing issued share capital of Manroy, which Herstal may count towards the satisfaction of the Acceptance Condition to the Offer.

Herstal confirms that valid acceptances have been received in relation to all 10,297,872 Manroy Shares subject to irrevocable undertakings procured by Herstal, representing approximately 54.1 per cent. of the existing issued share capital of Manroy.

Herstal also confirms that valid acceptances have been received in relation to all 2,242,141 Manroy Shares subject to letters of intent, representing approximately 11.8 per cent. of the existing issued share capital of Manroy.

Delisting and cancellation of trading

As set out in the Offer Document, as the Offer has become unconditional in all respects and Herstal has received valid acceptances under the Offer in respect of more than 75 per cent. of the voting rights of Manroy, Herstal intends to procure that Manroy applies to the London Stock Exchange for the cancellation of the admission of the Manroy Shares to trading on AiM.

The cancellation of the admission to trading on AiM of the Manroy Shares is expected to take effect on 30 July 2014, being 20 Business Days from the date of this announcement.

Such cancellation of the admission to trading on AiM of the Manroy Shares will significantly reduce the liquidity and marketability of any Manroy Shares not assented to the Offer.

Compulsory acquisition

As set out in the Offer Document, as Herstal has received valid acceptances under the Offer in respect of more than 90 per cent. of the Manroy Shares to which the Offer relates, Herstal has the right to issue compulsory acquisition notices to Manroy Shareholders who do not accept the Offer in accordance with the provisions of sections 974 to 991 of the Companies Act 2006 (the "2006 Act") (the "Compulsory Acquisition"). Accordingly, Herstal will shortly be posting statutory notices under section 980(1) of the 2006 Act to any Manroy Shareholders who have not validly accepted the Offer, informing such Manroy Shareholders that it will compulsorily acquire their Manroy Shares for cash at the Offer Price of 85 pence per Manroy Share under the provisions of sections 974 to 991 of the 2006 Act.

Actions to be taken

Manroy Shareholders who have not yet accepted the Offer are urged to do so:

-- if you are a holder of Manroy Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance, which accompanied the Offer Document, together with the relevant share certificate(s) and/or other document(s) of title, to the Receiving Agent, in accordance with the procedure set out in the Offer Document, so as to be received as soon as possible; or

-- if you are a holder of Manroy Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance through CREST is made by you or on your behalf and that settlement occurs as soon as possible. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to your Manroy Shares.

The Offer Document and a specimen Form of Acceptance are available on Manroy's website at www.manroy.com/investor_information/protectedannouncements. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Registrar, Capita Asset Services, on 0871 664 0321 from within the UK or on [phone] if calling from outside the UK. Lines are open 9.00 am to 5.30 pm (London time) Monday to Friday.

Unless otherwise stated, terms used in this announcement have the same meaning as given to them in the Offer Document.

Enquiries

 
                                          0032 4240 
 FN Herstal SA                                 8303 
 Patrick Vogne, Chief Financial 
  Officer 
 Olivier Van Herstraeten, General 
  Counsel 
 
 Smith Square Partners LLP, financial      020 3696 
  adviser to Herstal                           7260 
 Jonathan Coddington 
 Jade Jack 
 
                                          01252 874 
 Manroy Plc                                     177 
 Glyn Bottomley, Chief Executive 
 Paul Carter, Finance Director 
 
 Opus Corporate Finance LLP, financial     020 7025 
  and Rule 3 adviser to Manroy                 3600 
 Malcolm Strang 
 John McElroy 
 
 Allenby Capital Limited, nomad            020 3328 
  and broker to Manroy                         5656 
 Alex Price 
 Michael McNeilly 
 
 
 

Further information

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Manroy Shareholders holding shares in certificated form only), contains the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document.

Smith Square Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Herstal and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Herstal for providing the protections afforded to clients of Smith Square Partners nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Opus, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Manroy and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Manroy for providing the protections afforded to clients of Opus nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Allenby Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Manroy and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Manroy for providing the protections afforded to clients of Allenby Capital Limited nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements which are, or may be deemed to be "forward-looking statements", which are prospective in nature. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Manroy and Herstal in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Manroy and

Herstal assume no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Manroy or Herstal except where expressly stated.

Publication of this announcement

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Manroy's website at: www.manroy.com/investor_information/ProtectedAnnouncements by no later than 12 noon on the first Business Day following this announcement.

For the avoidance of doubt, neither the content of the website referred to above nor the contents of any website accessible from hyperlinks on any such website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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