TIDMLTC TIDMTTM
RNS Number : 8292B
Latchways PLC
09 October 2015
Latchways plc
9 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
9 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
Results of Shareholder Meetings held on 9 October 2015
The Latchways Board is pleased to announce that, at the Court
Meeting and the General Meeting held earlier today, in connection
with the recommended cash acquisition by Bidco (an indirect
wholly-owned subsidiary of MSA) for the entire issued and to be
issued ordinary share capital of the Company to be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"), Latchways Shareholders voted to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the Special Resolution to implement the Scheme at the
General Meeting.
Details of these resolutions are set out in the notices of the
Court Meeting and General Meeting, respectively, contained in the
scheme document dated 16 September 2015 sent or made available to
Latchways Shareholders (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Voting results of the Court Meeting
The results of the poll at the Court Meeting held on 9 October
2015 were as follows:
Results of Number of Scheme Percentage Number of Percentage Number of Scheme
Court Meeting Shares voted of Scheme Scheme Shareholders of Scheme Shares voted as
Shares voted who voted Shareholders a percentage of
who voted the issued ordinary
share capital entitled
to vote on the Scheme
---------------- ----------------- -------------- --------------------- -------------- ------------------------
FOR 8,253,289 99.67% 122 89.71% 73.46%
---------------- ----------------- -------------- --------------------- -------------- ------------------------
AGAINST 27,636 0.33% 14 10.29% 0.25%
---------------- ----------------- -------------- --------------------- -------------- ------------------------
TOTAL 8,280,925 100% 136 100% 73.71%
---------------- ----------------- -------------- --------------------- -------------- ------------------------
Voting results of the General Meeting
The results of the poll at the General Meeting held on 9 October
2015 were as follows:
FOR AGAINST TOTAL WITHHELD*
------------------- -------------------- -------------- ------------ ------------
Special Resolution No. of Votes % No. of % No. of Votes No. of Votes
Votes Votes Votes
------------------- ------------ ------ ------ ------ ------------ ------------
To give effect
to the Scheme,
as set out in
the notice of
General Meeting 8,252,059 99.66% 28,129 0.34% 8,280,188 720
------------------- ------------ ------ ------ ------ ------------ ------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the Special Resolution.
Next Steps and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction by the Court of the Scheme at the Scheme
Court Hearing and the delivery of a copy of the Scheme Court Order
(which has been duly stamped by HMRC) to the Registrar of
Companies. The expected timetable of principal events for the
implementation of the Scheme is set out on page 6 of the Scheme
Document. Subject to the Court sanctioning the Scheme and the
satisfaction or waiver of the other conditions, the Scheme is
expected to become Effective before the end of October 2015.
Latchways will apply to the UK Listing Authority and to the London
Stock Exchange for, respectively, the listing of Latchways Shares
on the Official List and the trading of the Latchways Shares on the
Main Market, to be suspended with effect from 7.30 a.m. (London
time) on 16 October 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 and
the amended Latchways Articles will be available on Latchways'
website at www.latchways.com. In addition, a copy of the Special
Resolution and the amended Latchways Articles will be submitted
electronically to the National Storage Mechanism, where they will
be available for inspection at www.morningstar.co.uk/uk/NSM.
Enquiries
Bidco and MSA:
Kenneth Krause, Vice President, Strategic Finance and Treasurer
Tel: +1 724 741 8534
Lazard:
(Financial Adviser to Bidco and MSA)
Mark McMaster Tel: +44 207 187 2000
Jean Greene
Richard Shaw
Eugene Schreider
Latchways:
David Hearson Tel: +44 1380 732700
Rex Orton
Rothschild:
(Financial Adviser to Latchways)
Paul Simpson Tel: +44 121 600 5252
John Byrne
N+1 Singer:
(Corporate Broker to Latchways)
Shaun Dobson Tel: +44 207 496 3000
Alex Wright
IFC Advisory:
(Public Relations Adviser to Latchways)
Graham Herring Tel: +44 203 053 8671
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. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Latchways Shares in respect of the Scheme at the
Meetings or to execute and deliver Forms of Proxy appointing
another to vote at the Meetings on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
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.
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