TIDMBRY
RNS Number : 1130U
Hanover Acquisition Limited
20 November 2019
Recommended Mandatory Final Cash Offer
for
Brady plc ("Brady")
by
Hanover Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately wholly owned
by Hanover Active Equity Fund II,
S.C.A. SICAV-RAIF)
Mandatory Final Cash Offer unconditional in all respects and
Posting of Mandatory Offer Document
Introduction
On 14 October 2019, the Boards of Hanover Bidco and Brady
announced that they had reached agreement on the terms of a
unanimously recommended final cash offer of 10 pence in cash for
each Brady Share to be made by Hanover Bidco for the entire issued
and to be issued share capital of Brady (the "Offer"). Hanover
Bidco is an investment vehicle ultimately wholly-owned by Hanover
Active Equity Fund II, S.C.A. SICAV-RAIF.
On 18 November 2019, Hanover Bidco announced a recommended
revised final cash offer of 18 pence in cash for each Brady Share
(the "Revised Offer").
Subsequently on 18 November 2019, Hanover Bidco announced that
it had purchased Brady Shares at a price of 18 pence per Brady
Share and consequently as a result of such purchases, Hanover Bidco
held 38,400,018 Brady Shares, representing 46.1 per cent. of
Brady's issued share capital. It consequently also announced that
the Revised Offer had therefore become a recommended mandatory
final cash offer ("Mandatory O er") for the entire issued and to be
issued share capital of Brady not already held by Hanover Bidco (or
any persons acting in concert with it), at a price of 18 pence per
Brady Share. Hanover Bidco also announced that it would send an
offer document to Brady Shareholders setting out the full terms and
conditions of the Mandatory Offer as soon as possible following the
announcement of the Mandatory Offer (the "Mandatory Offer
Document").
Since the announcement of the Mandatory Offer, Hanover Bidco has
contracted to acquire a further 8,465,000 Brady Shares,
representing 10.2 per cent. of Brady's issued share capital.
46,320,660 Brady Shares have settled as at the date of this
announcement and 544,358 Brady Shares are still subject to
settlement. Consequently, as a result of such purchases, Hanover
Bidco now holds 46,320,660 Brady Shares, representing 55.56 per
cent. of Brady's issued share capital.
Offer unconditional in all respects
Pursuant to Rule 9 of the Takeover Code, the only condition to
the Mandatory Offer was that valid acceptances were received which,
together with Brady Shares acquired or agreed to be acquired before
such time, would result in Hanover Bidco holding Brady Shares
representing, in aggregate, more than 50 per cent. of the voting
rights exercisable at a general meeting of Brady.
As Hanover Bidco now holds 46,320,660 Brady Shares, representing
55.56 per cent. of Brady's issued share capital, Hanover Bidco is
pleased to announce that the only condition to the Mandatory Offer
has been satisfied, and so the Mandatory Offer is now unconditional
in all respects.
Posting of Mandatory Offer Document in respect of Recommended
Mandatory Final Cash Offer
Hanover Bidco announces that today it will post to Brady
Shareholders a document containing the full terms of the Mandatory
Offer (the "Mandatory Offer Document") together with a Revised Form
of Acceptance. The Mandatory Offer Document and specimen Revised
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.
Timetable and actions to be taken
The closing date of the Mandatory Offer is 3.00 p.m. on 5
December 2019 (which may be extended by Hanover Bidco, subject to
the Code).
Further details of the Mandatory Offer and the action to be
taken to accept the Mandatory Offer are set out in the Mandatory
Offer Document and, for Brady Shareholders who hold their shares in
certificated form, the Revised Form of Acceptance copies of which
will be posted to Brady shareholders as soon as practicable and be
made available at www.hanoverinvestors.com/possible-offer and
www.bradyplc.com.
If you have any questions about acceptance of the Mandatory
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.
Brady Shareholders who have previously validly accepted the O er
(and have not withdrawn those acceptances (if applicable)) will
automatically be deemed to have accepted the Mandatory O er by
virtue of their prior acceptances and therefore need take no
further action.
Withdrawal rights
As Hanover Bidco withdrew its "no increase" statement when it
announced its Revised Offer on 18 November 2019, following the
announcement by Brady on the 18 November 2019 of an unnamed
possible competing offeror, in accordance with Note 3(b) on Rule
32.2 of the Code, any acceptance of the Offer or Revised Offer
after 17 October 2019, being the date of the Offer, could be
withdrawn not later than the eighth day following the date of the
Revised Offer announcement, being 26 November 2019 (the "Note 3(b)
on Rule 32.2 withdrawal right").
As the Mandatory Offer is now unconditional in all respects, the
Note 3(b) on Rule 32.2 withdrawal right no longer applies.
Settlement
Settlement for those Brady Shareholders who have validly
accepted the Mandatory Offer by 20 November 2019 (and have not
withdrawn those acceptances (if applicable)) will be effected on or
before 4 December 2019.
Settlement for valid acceptances in respect of the Mandatory
Offer received after 20 November 2019 will be effected within 14
days of receipt of that acceptance.
General
Terms and expressions used in this announcement shall, unless
defined herein or unless the context otherwise requires, have the
same meanings as given to them in the Mandatory Offer Document, a
copy of which is available on Hanover Bidco's website at
www.hanoverinvestors.com and Brady's website at
www.bradyplc.com.
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 Mandatory
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 equivalent document.
Any acceptance or other response to the Mandatory Offer should
only be made on the basis of the information contained in the
Mandatory Offer Document and the Form of Acceptance. Brady
Shareholders who have not yet accepted the Mandatory Offer are
advised to read the formal documentation in relation to the
Mandatory Offer carefully.
Panmure Gordon (UK) Limited, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Hanover Bidco and no-one else in connection with
the Mandatory Offer and other matters referred to in this
announcement 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
Mandatory Offer, this announcement or any other matter referred to
herein. Neither Panmure Gordon nor any of its subsidiaries,
branches or 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 Panmure Gordon in connection with this
announcement, any statement contained herein or otherwise.
Overseas jurisdictions
The availability of the Mandatory Offer or the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and 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.
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. The
statements contained in this announcement are not to be construed
as legal, business, financial or tax advice.
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 Mandatory 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 Mandatory Offer is being made in the
United States by Hanover Bidco and no one else. The Mandatory 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 announcement 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 Mandatory
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 Mandatory Offer or passed upon the adequacy or completeness of
this announcement.
The receipt of cash pursuant to the Mandatory 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 Mandatory 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 Mandatory Offer at any time prior to
completion of the Mandatory 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.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and wwww.bradyplc.com by
no later than 12 noon on the business day following the date of
this announcement. The contents of Hanover Investors' website and
Brady's website are not incorporated into and do not form part of
this announcement.
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
OUPBLBDBCBDBGCG
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November 20, 2019 11:22 ET (16:22 GMT)
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