TIDMMGGT
RNS Number : 1760Z
Meggitt PLC
12 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 September 2022
RECOMMED CASH ACQUISITION
of
MEGGITT PLC
by
PARKER-HANNIFIN CORPORATION
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 2 August 2021, the boards of Meggitt PLC (the "Company" or
"Meggitt") and Parker-Hannifin Corporation ("Parker") announced
that they had reached agreement on the terms of a recommended cash
acquisition pursuant to which Parker proposes to acquire the entire
issued and to be issued share capital of Meggitt (the
"Acquisition"). The Acquisition is to be effected by means of a
Court sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document ") was published on 16 August
2021.
On 9 September 2022, Meggitt announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the
Scheme Court Hearing held on that date.
Meggitt and Parker are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies
today, the Scheme has now become effective in accordance with its
terms and, pursuant to the Scheme, the entire issued and to be
issued share capital of Meggitt is now owned by Parker.
A Scheme Shareholder on the register of members of Meggitt at
the Scheme Record Time, being 6:30 p.m. on 12 September 2022, will
be entitled to receive 800 pence in cash for each Scheme Share
held. Settlement of the cash consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not
later than 14 days after the Effective Date, as set out in the
Scheme Document.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of
Meggitt Shares from the premium listing segment of the Official
List and the cancellation of the admission to trading of Meggitt
Shares on the London Stock Exchange's main market for listed
securities, which is expected to take effect at 7:30 a.m. on 14
September 2022.
As the Scheme has now become effective, Meggitt duly announces
that, as of today's date, Sir Nigel Rudd DL, Antony Wood, Louisa
Burdett, Alison Goligher OBE, Guy Berruyer, Colin Day, Nancy Gioia,
Guy Hachey and Caroline Silver have tendered their resignations and
have stepped down from the Meggitt Board. In addition, as of
today's date, Jim Elsey, Graham Ellinor and Chris Mason have been
appointed as directors of Meggitt.
Full details of the Acquisition are set out in the Scheme
Document, which is also available on Meggitt's website at
www.meggittoffer.com. Capitalised terms used but not defined in
this announcement have the meanings given to them in the Scheme
Document. All references to times in this announcement are to
London times unless otherwise stated.
Enquiries:
Meggitt
Louisa Burdett, Chief Financial Officer +44 (0)77 7197
Marina Thomas, Group Company Secretary 7678
Rothschild & Co
(Financial Adviser and Rule 3 Adviser to +44 (0)20 7280
Meggitt) 5000
Ravi Gupta
Sabina Pennings
Morgan Stanley
(Financial Adviser, Rule 3 Adviser and +44 (0)20 7425
Corporate Broker to Meggitt) 8000
Shirav Patel
Ben Grindley
BofA Securities
(Financial Adviser and Corporate Broker +44 (0)20 7628
to Meggitt) 1000
Edward Peel
Oliver Elias
+44 (0)20 3727
FTI Consulting 1340
Nick Hasell
Alex Le May
Dwight Burden
Parker
Aiden Gormley, Director, Global Communications
and Branding +1 (0)216 896-3258
Robin J. Davenport, Vice President, Corporate
Finance +1 (0)216 896-2265
Citigroup Global Markets Limited
(Financial Adviser and Corporate Broker +44 (0)20 7986
to Parker) 4000
Sian Evans
Rory Scott
Andrew Miller-Jones
Brunswick Group +44 (0)20 7404
(Communications Adviser to Parker) 5959
Simon Sporborg
Charles Pretzlik
David Blackburn
Slaughter and May is acting as legal adviser to Meggitt in
connection with the Acquisition.
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to
Parker in connection with the Acquisition.
Important notice
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, whether pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Meggitt in any jurisdiction in
contravention of applicable law. This announcement does not
constitute a prospectus or prospectus-equivalent document.
Disclaimers
NM Rothschild & Sons Limited ("Rothschild & Co"), which
is authorised and regulated in the UK by the FCA, is acting
exclusively for Meggitt and no-one else in connection with the
Acquisition and will not be responsible to anyone other than
Meggitt for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley")
which is authorised by the PRA and regulated by the FCA and the PRA
in the UK is acting exclusively as financial adviser and corporate
broker to Meggitt and no one else in connection with the matters
set out in this announcement. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors,
officers, employees and agents will not regard any other person as
their client, nor will they be responsible to any other person for
providing the protections afforded to their clients or for
providing advice in relation to the contents of this announcement
or any other matter referred to herein.
Merrill Lynch International ("BofA Securities"), which is
authorised by the PRA and regulated in the United Kingdom by the
FCA and the PRA, is acting as financial adviser and corporate
broker exclusively for Meggitt and no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Meggitt for providing the protections afforded
to clients of BofA Securities nor for providing advice in relation
to the subject matter of this announcement or any other matter or
arrangement referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised
in the UK by the PRA and regulated by the FCA and the PRA, is
acting exclusively as financial adviser for Parker and no one else
in connection with the Acquisition, and will not be responsible to
anyone other than Parker for providing the protections afforded to
clients of Citi nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.
Neither Citi nor any of its affiliates, directors or employees owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, in
tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
No person has been authorised to give any information or make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by Meggitt, the Meggitt
Directors or by Rothschild & Co, Morgan Stanley, BofA
Securities or any other person involved in the Acquisition. Neither
the delivery of this announcement nor holding the Meetings, the
Scheme Court Hearing, or filing the Court Order shall, under any
circumstances, create any implication that there has been no change
in the affairs of the Meggitt Group since the date of this
announcement or that the information in, or incorporated into, this
announcement is correct as at any time subsequent to its date.
Overseas Jurisdictions
This announcement has been prepared for the purposes of
complying with English law, the Takeover Code, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the
Listing Rules 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
England and Wales.
The availability of the Acquisition to Meggitt Shareholders who
are not resident in and citizens of the UK 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 UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Meggitt Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. 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 and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to overseas shareholders are contained
in the Scheme Document.
Unless otherwise determined by Parker or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
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 it
in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented (with the consent of the Panel
and subject to and in accordance with the terms of the Cooperation
Agreement) by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails 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 any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Notice to US investors
The Acquisition relates to shares in an English company and is
proposed to be made by means of a scheme of arrangement under
English company law. US Meggitt Shareholders should note that the
Scheme relates to the shares of an English company and will be
governed by English law. Neither the US proxy solicitation rules
nor the tender offer rules under the US Exchange Act will apply to
the Acquisition and the Scheme. Moreover, the Acquisition and the
Scheme are subject to the disclosure requirements and practices
applicable in England to schemes of arrangement, which differ from
the disclosure requirements of the US proxy solicitation rules and
tender offer rules.
Financial information included in the Scheme Document or this
announcement has been prepared in accordance with accounting
standards applicable in the UK and 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 US. If Parker were to elect (with the
consent of the Panel and subject to and in accordance with the
terms of the Cooperation Agreement) to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable United States laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United
States by Parker and no one else.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of the Scheme Document or this
announcement. Any representation to the contrary is a criminal
offence in the US.
To the extent permitted by applicable law, in accordance with
normal UK practice, Parker or its nominees, or its brokers (acting
as agents), may from time to time make certain purchases of, or
arrangements to purchase, Meggitt Shares outside of the US, other
than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com. If Parker were to elect (with the
consent of the Panel and subject to and in accordance with the
terms of the Cooperation Agreement) to implement the Acquisition by
means of a Takeover Offer, such Takeover Offer would be made in
compliance with all applicable United States laws and regulations,
including Section 14(e) of the US Exchange Act, as amended, and
Regulation 14E thereunder, subject to exemptive relief, including
in respect of Rule 14e-5 thereunder.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, BofA
Securities, Morgan Stanley and their affiliates will continue to
act as exempt principal traders in Meggitt securities on the London
Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
The receipt of consideration by a US Meggitt Shareholder for the
transfer of its Meggitt Shares pursuant to the Acquisition will
likely be a taxable transaction for United States federal income
tax purposes. Each US Meggitt Shareholder is urged to consult their
independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under
applicable United States state and local, as well as overseas and
other, tax laws.
It may be difficult for US Meggitt Shareholders to enforce their
rights and any claim arising out of the US federal securities laws,
since Meggitt is located in a non-US jurisdiction, and some or all
of its officers and directors are residents of non-US
jurisdictions. US Meggitt Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of 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.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Parker and Meggitt
contain statements which are, or may be deemed to be,
"forward-looking statements", including for the purposes of the US
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Parker and Meggitt about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on
Parker and Meggitt, the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "targets",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Parker
and Meggitt believe that the expectations reflected in such
forward-looking statements are reasonable, Parker and Meggitt can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include the satisfaction of the
Conditions, as well as additional factors, such as: local and
global political and economic conditions; significant price
discounting by competitors; inability to obtain, or meet conditions
imposed for, required governmental and regulatory approvals;
changes in consumer habits and preferences; foreign exchange rate
fluctuations and interest rate fluctuations (including those from
any potential credit rating
decline); legal or regulatory developments and changes; the
outcome of any litigation; the impact of any acquisitions or
similar transactions; competitive product and pricing pressures;
success of business and operating initiatives; government actions
and natural phenomena such as floods, earthquakes, hurricanes and
pandemics; and changes in the level of capital investment. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither Parker nor Meggitt, nor any of
their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the UK Listing
Rules and the Disclosure and Transparency Rules of the FCA),
neither Parker nor Meggitt is under any obligation, and Parker and
Meggitt expressly disclaim any intention or obligation, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Disclosure requirements of the 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. 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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
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 Takeover 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(s), 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 p.m.
(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 shall 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 http://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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26.3 of the Takeover Code, will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Meggitt and Parker's websites at
www.meggittoffer.com and www.parker.com respectively. For the
avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
Requesting hard copy documents
Meggitt Shareholders may request a hard copy of this
announcement, the Scheme Document or information incorporated into
the Scheme Document by reference to another source, free of charge,
by calling the Company's registrar, Equiniti Group plc, on +44 (0)
371 384 2050 or by writing to Equiniti at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA, United Kingdom stating your
name, and the address to which the hard copy should be sent. For
persons who have elected to receive documents in electronic form or
via a website notification, a hard copy of any such information
will not be sent to you unless you so request it. You may also
request that all future documents, announcements and information
sent to you in relation to the Acquisition should be in hard copy
form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Meggitt Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Meggitt may be provided to Parker, members of
the Parker Group and/or their respective advisers during the Offer
Period as requested under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
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END
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September 12, 2022 13:32 ET (17:32 GMT)
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