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
THAT JURISDICTION
FOR IMMEDIATE
RELEASE
2 August
2024
RECOMMENDED CASH AND SHARE
ACQUISITION
of
Tyman plc
by
Quanex Building Products
Corporation
to be implemented by means of a scheme
of arrangement
under Part 26 of the Companies Act
2006
DE-LISTING AND CANCELLATION OF TRADING
OF TYMAN PLC SHARES
On 22 April 2024, the boards of directors of
Quanex Building Products Corporation ("Quanex") and Tyman plc ("Tyman") announced that they had reached
agreement on the terms and conditions of a recommended cash and
share acquisition by Quanex of the entire issued, and to be issued,
ordinary share capital of Tyman (the "Transaction").
The Transaction is being implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. The scheme document containing the full terms
and conditions of the Transaction was published or made available
to Scheme Shareholders on 11 June 2024 (the "Scheme Document") as modified by the
Declaration of Special Dividend and Offer Update Announcement dated
28 June 2024.
Terms defined in the Scheme Document have,
unless otherwise defined, the same meanings in this
announcement.
Further to the announcement made by Tyman
on 1 August 2024 in relation to the Scheme becoming
Effective, Tyman now confirms
that, following an application by Tyman, the Financial
Conduct Authority has cancelled the listing of Tyman Shares on the
premium listing segment of the Official List and the London Stock
Exchange has cancelled the trading of Tyman Shares on the London
Stock Exchange's main market for listed securities, in each case with effect from 7.30 a.m.
today, 2 August 2024.
Enquiries
Tyman
Rutger Helbing - Chief Executive Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to
Tyman)
Jonathan Wilcox
+44 207 260 1000
Richard Thomas
MHP Group
(PR adviser to
Tyman)
Reg Hoare
+44 7801
894577 / tyman@mhpgroup.com
Rachel
Farrington
Matthew Taylor
Latham & Watkins (London) LLP is acting as
legal adviser to Tyman in connection with the Transaction.
Important notices about financial
advisers
Greenhill
& Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA,
is acting as lead financial adviser to Tyman and for no one else in
connection with the Transaction and will not be responsible to
anyone other than Tyman for providing the protections afforded to
its clients nor for providing advice in relation to the
Transaction, the contents of this announcement or any other matters
referred to in this announcement.
Numis
Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Tyman and no one else
in connection with the matters described in this announcement and
will not be responsible to anyone other than Tyman for providing
the protections afforded to clients of Deutsche Numis, or for
providing advice in connection with the matters referred to herein.
Neither Deutsche Numis nor any of its group undertakings 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 Deutsche Numis in connection with this announcement or any
matter referred to herein.
Overseas
jurisdictions
The release,
publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about,
and observe, such restrictions.
Accordingly,
copies of this announcement and all documents relating to the
Transaction are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Transaction (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The
Transaction shall be subject to English law and the jurisdiction of
the Court and to the applicable requirements of the Takeover Code,
the Panel, the London Stock Exchange, the FCA, the Listing Rules
and the Registrar of Companies.
Forward-looking
statements
This
announcement contains "forward-looking statements" with respect to
the Quanex Group and the Tyman Group. These statements are based on
the current expectations of the management of Quanex and/or Tyman
and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained in this
document include statements that do not relate only to historical
or current facts. Forward-looking statements include statements
typically containing words such as "will", "may", "should",
"believe", "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. Although Tyman and/or
Quanex believes that the expectations reflected in such
forward-looking statements are reasonable, Tyman and/or Quanex 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 general business and economic
conditions globally, industry trends, competition, changes in
government and other regulation, the nature, cost and outcome of
any legal proceedings related to the Transaction, changes in
political and economic stability, disruptions in business
operations due to reorganization activities, interest rate and
currency fluctuations, the inability of the combined company to
realize successfully any anticipated synergy benefits, the
inability to integrate successfully Quanex's and Tyman's operations
and the Enlarged Group incurring and/or experiencing unanticipated
costs and/or delays or difficulties relating to the Transaction.
Additional information concerning these and other risk factors is
contained in the Risk Factors sections of the Proxy Statement
Quanex filed with the SEC on June 6, 2024 and Quanex's most recent
reports on Form 10-K and Form 10-Q, the contents of which are not
incorporated by reference into, nor do they form part of, this
announcement.
These
forward-looking statements are based on numerous assumptions
regarding the present and future business strategies of such
persons and the environment in which each will operate in the
future. By their nature, these forward-looking statements involve
known and unknown risks, as well as uncertainties because they
relate to events and depend on circumstances that will occur in the
future. The factors described in the context of such
forward-looking statements in this announcement may cause the
actual results, performance or achievements of any such person, or
industry results and developments, to be materially different from
any results, performance or achievements expressed or implied by
such forward-looking statements. No assurance can be given that
such expectations will prove to have been correct and persons
reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Quanex or Tyman or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Neither of Quanex or
Tyman undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by
applicable law, regulation or stock exchange
rules.
No profit
forecasts or estimates
No
statement in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Tyman for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Tyman.
General
If you are in
any doubt about the contents of this announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under
FSMA if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial
adviser.