Herstal S.A. Offer Update (3968H)

TIDMMAN

RNS Number : 3968H

Herstal S.A.

19 May 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

19 May 2014

RECOMMENDED CASH OFFER

by

FN HERSTAL SA

for

MANROY PLC

Offer update and extension of the Offer

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 and 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 as to acceptances

Herstal is pleased to announce that the Offer has become unconditional as to acceptances. However, the Offer remains subject to the remaining Conditions set out in the Offer Document and therefore the Offer has not yet become or been declared unconditional in all respects. In particular, the Offer remains subject to the Condition set out in paragraph 1(b) of Appendix 1, Part A of the Offer Document, which states that the Offer is conditional on the Competition and Markets Authority (the "CMA") indicating in terms satisfactory to Herstal that it does not intend to make a Phase 2 CMA reference of the Offer. Herstal and Manroy are currently in constructive discussions with the CMA and will provide further updates in due course.

Level of acceptances

As at 1.00 pm (London time) on 16 May 2014, being the First Closing Date of the Offer, Herstal had received valid acceptances of the Offer in respect of 17,977,895 Manroy Shares, representing approximately 94.4 per cent. of the existing issued share capital of Manroy, which Herstal may count towards the satisfaction of the Acceptance Condition to the Offer.

Before the announcement of the Offer on 28 March 2014, Herstal had received binding irrevocable undertakings to accept the Offer in respect of a total of 10,297,872 Manroy Shares, representing, in aggregate, approximately 54.1 per cent. of Manroy's existing issued share capital. As at the First Closing Date, Herstal had received acceptances pursuant to these undertakings in respect of the full 10,297,872 Manroy Shares, and such acceptances are included in the total number of valid acceptances referred to above.

In addition, Herstal had received letters of intent to accept the Offer from Schroder Investment Management and Ashcourt Rowan Asset Management in respect of a further 2,242,141 Manroy Shares, representing, in aggregate, approximately 11.8 per cent. of the existing issued share capital of Manroy. As at the First Closing Date, Herstal had received acceptances pursuant to these letters of intent in respect of the full 2,242,141 Manroy Shares, and such acceptances are included in the total number of valid acceptances referred to above.

Extension of the Offer

The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00 pm (London time) on 30 May 2014.

Should there be any further extension of the Offer, this will be publicly announced by 8.00 am (London time) on the Business Day following the day on which the Offer is otherwise due to expire, or such later time as the Panel may agree.

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

-- 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 not later than 1.00 pm (London time) on 30 May 2014; 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 not later than 1.00 pm (London time) on 30 May 2014. 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 adviser 
  to Herstal                                     020 3696 7260 
 Jonathan Coddington 
 Jade Jack 
 
                                                     01252 874 
 Manroy Plc                                                177 
 Glyn Bottomley, Chief Executive 
 Paul Carter, Finance Director 
 
 Opus Corporate Finance LLP, financial and 
  Rule 3 adviser to Manroy                       020 7025 3600 
 Malcolm Strang 
 John McElroy 
 
 Allenby Capital Limited, nomad and broker 
  to Manroy                                      020 3328 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.

Please be aware that addresses, electronic addresses and certain other information provided by Manroy Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Manroy may be provided to Herstal during the Offer Period (as required under Section 4 of Appendix 4 to the City Code on Takeovers and Mergers (the "Code")).

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.

Overseas Shareholders

The ability of Manroy Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to Overseas Shareholders are contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than in 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. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AiM Rules, the rules of the London Stock Exchange 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 any jurisdiction outside the United Kingdom.

Copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. In particular, the Offer will not be made, directly or indirectly, in or into or by the use of the mails of, or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States or any area subject to its jurisdiction or any political division thereof, nor is it being made into any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or otherwise from within the United States or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States or any other Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, the Offer Document or any other documentation relating to the Offer in, into or from the United States or any other Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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. 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 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 per cent. 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, 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 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.

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.

No profit forecast

No statement in this announcement is intended as a profit forecast or a profit estimate, and no statement in this announcement should be interpreted to mean that the future earnings per Manroy Share for current or future financial years will necessarily match or exceed the historical or published earnings per Manroy Share.

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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