TIDMBRY
RNS Number : 6608T
Hanover Acquisition Limited
18 November 2019
Recommended 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)
First Closing Date and extension to Offer
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.
The full terms and conditions and the procedures for acceptance
of the Offer are set out in full in the Offer Document published by
Hanover Bidco on 17 October 2019 (the "Offer Document"). 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 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.
Level of acceptances
Hanover Bidco announces that as at 3.00 p.m. (London time) on 15
November 2019, being the First Closing Date of the Offer, Hanover
Bidco had received valid acceptances of the Offer in respect of
1,140,344 Brady Shares (representing approximately 1.37 per cent.
of the existing issued share capital of Brady).
Offer timetable
As Hanover Bidco has not received valid acceptances (which have
not, where permitted, been withdrawn) in respect of more than 50
per cent. of the voting rights attaching to the Brady Shares,
Hanover Bidco is announcing the extension of the Offer until 3.00
p.m. on 29 November 2019. Any subsequent extensions of the O er
will be publicly announced by 8:00am (London time) on the business
day following the day on which the Offer was otherwise due to
close, or such later time or date as the Panel may agree.
Immediately upon the Offer becoming unconditional as to
acceptances, subject to Hanover Bidco not having invoked or sought
to invoke any Condition prior to that time, Hanover Bidco shall
declare the Offer unconditional in all respects.
Hanover Bidco's Offer is final and the Offer consideration will
not be increased except that Hanover Bidco has reserved the right
to increase the amount of the Offer if there is an announcement on
or after the date of its offer announcement on 14 October 2019 of
an offer or a possible offer for Brady by a third party offeror or
potential offeror.
Information on how to accept the Offer
Shareholders are encouraged to accept the Offer as soon as
possible and no later than 3.00 p.m. (London time) on 29 November
2019.
If you hold Brady Shares in certificated form (i.e. not in
CREST) to accept the Offer you must complete, sign and return the
Form of Acceptance which accompanied the Offer Document in
accordance with paragraph 9(a) of the letter in Part II of the
Offer Document and the instructions printed thereon.
If you hold Brady Shares in uncertificated form (i.e. in CREST),
to accept the Offer you must take (or procure the taking of) the
action set out in paragraph 9(b) of the letter in Part II of the
Offer Document to transfer the Brady Shares in respect of which you
wish to accept the Offer to the appropriate escrow balance(s) as
soon as possible and in any event not later than 3.00 p.m. (London
time) on 29 November 2019. If you are a CREST sponsored member, you
should refer to your CREST sponsor before taking any action.
The Offer is subject to the terms and conditions set out in the
Offer Document. The Offer Document and a specimen Form of
Acceptance are available on Hanover Bidco's website at
www.hanoverinvestors.com and Brady's website at
www.bradyplc.com
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting Carmen Carey at Centennium House, 100
Lower Thames Street, London, EC3R 6DL or by telephoning 020 3301
1200 or by emailing Brady marketing@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
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 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 Offer should only be
made on the basis of the information contained in the Offer
Document and the Form of Acceptance. Brady Shareholders who have
not yet accepted the Offer are advised to read the formal
documentation in relation to the 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 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 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 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 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 Offer is being made in the United States by Hanover Bidco
and no one else. The 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 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 Offer or passed upon the adequacy or completeness
of this announcement.
The receipt of cash pursuant to the 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 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 Offer at any time prior to completion of the
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
OUPUBUURKWAAAUA
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November 18, 2019 02:00 ET (07:00 GMT)
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