TIDMAVON
RNS Number : 2880A
Avon Rubber PLC
28 September 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For Immediate Release
AVON RUBBER P.L.C.
ACQUISITION OF TEAM WY - RESULTS OF GENERAL MEETING
28 September 2020
Avon Rubber p.l.c. ("Avon Rubber" or the "Company") is pleased
to announce that, at the General Meeting held earlier today, the
resolutions set out in the Notice of General Meeting (the
"Resolutions") contained in the circular published by the Company
on 11 September 2020 (the "Circular") were duly passed without
amendment on a poll by the requisite majorities of shareholders of
the Company.
The Acquisition is expected to close in the first quarter of the
Group's 2021 financial year, subject to U.S. regulatory approvals
and customary closing conditions. Capitalised terms used but not
otherwise defined in this announcement have the meanings given to
them in the Circular, which is available at
https://www.avon-rubber.com/investors/acquisition-of-team-wendy/.
Resolution 1 was passed as an ordinary resolution. Resolution 2
was passed as a special resolution. The full text of the
Resolutions is set out in the Notice of General Meeting.
A breakdown of proxy votes lodged prior to the meeting for each
Resolution is set out below and will also be made available on the
Company's website: www.avon-rubber.com
Resolution For % Against % Withheld
1 To approve the Acquisition 24,177,368 99.94% 13,597 0.06% 0
--------------------------------------------------------------- ----------- ------- -------- ------ ---------
2 To approve amending the Articles of Association of the Company 23,998,287 99.20% 192,597 0.80% 72
--------------------------------------------------------------- ----------- ------- -------- ------ ---------
Notes:
1. Any proxy appointments which gave discretion to the Chairman
have been included in the "for" total.
2. A "vote withheld" is not a vote under English law and is not
counted in the calculation of the proportion of the votes "for" and
"against" a Resolution.
3. Discretionary proxy votes lodged in favour of a third party
have not been included in the "for", "against" or "total"
figures.
4. At the date of the General Meeting the issued share capital
of the Company is [31,023,292] [1] ordinary shares.
In accordance with paragraph 9.6.2R of the Listing Rules, a copy
of the Resolutions passed have been submitted to the National
Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For further enquiries please contact:
Avon Rubber p.l.c. +44 1225 896 848
Paul McDonald, Chief Executive Officer
Nick Keveth, Chief Financial Officer
Ryan Mahoney, Deputy Chief Financial Officer
Evercore Partners International LLP +44 207 653 6000
Brendan Panda
Alan Beirne
George Phillips
MHP Communications +44 203 128 8570
Andrew Jaques
Charlie Barker
Pete Lambie
Ailsa Prestige
About Avon Rubber
Avon Rubber is listed on the London Stock Exchange (LSE: AVON)
and is a constituent of the FTSE 250 Index.
We are an innovative technology group, which through our Avon
Protection business, designs and produces specialist products to
maximise the performance and capabilities of our customers.
Avon Protection is a provider of life critical personal
protection systems with leading positions in the global respiratory
and ballistic protection markets for the world's militaries and
first responders.
For further information, please visit our website:
www.avon-rubber.com .
Important notices
This Announcement is not intended to, and does not constitute,
or form part of, any offer to sell or issue or any solicitation of
an offer to purchase, subscribe for, or otherwise acquire, any
securities or a solicitation of any vote or approval in any
jurisdiction. Avon Rubber shareholders are advised to carefully
read the Circular. Any response to the Acquisition should be made
only on the basis of the information in the Circular.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Avon Rubber and for no one else in
connection with the Acquisition and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Acquisition and, subject to its
responsibilities and liabilities which may arise under FSMA or the
regulatory regime established thereunder, will not be responsible
to anyone other than Avon Rubber for providing the protections
afforded to its clients nor for giving advice in relation to the
arrangements described in this Announcement or any other
transaction or arrangement referred to in this Announcement. Apart
from the responsibilities and liabilities, if any, which may be
imposed on Evercore under FSMA or the regulatory regime established
thereunder, Evercore accept no responsibility whatsoever for the
contents of this Announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Acquisition,
or any other matter referred to herein. Subject to applicable law,
Evercore accordingly disclaims, to the fullest extent permitted by
law, all and any liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this Announcement or any such statement.
The securities of the Group have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold, pledged or transferred, directly or indirectly, in, into or
within the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any relevant state or other jurisdiction of the United
States. There has been and will be no public offering of the
securities of the Group in the United States.
Cautionary statement regarding forward-looking statements
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements reflect Avon Rubber's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group's business, results of operations, financial
position, liquidity, prospects, growth, strategies, integration of
the business organisations and achievement of anticipated
combination benefits in a timely manner. Forward-looking statements
speak only as of the date they are made. Such forward-looking
statements are based on beliefs, expectations and assumptions of
the Board and other members of senior management regarding the Avon
Rubber's present and future business strategies, the benefits to be
derived from the Acquisition and the environment in which Avon
Rubber, Team Wendy and/or, following completion, the Enlarged Group
will operate in the future. Although the Board and other members of
senior management believe that these beliefs and assumptions are
reasonable, by their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future or are beyond
the Group's control. Avon Rubber, Team Wendy and/or, following
completion, the Enlarged Group's actual operating results,
financial condition, dividend policy and the development of the
industry in which they operate, as well as the benefits and
combination benefits actually received, may differ materially from
the impression created by the forward-looking statements contained
in this Announcement. In addition, even if the operating results,
financial condition and dividend policy of Avon Rubber, Team Wendy
and/or, following completion, the Enlarged Group, and the
development of the industry in which they operate, are consistent
with the forward-looking statements contained in this Announcement,
those results or developments may not be indicative of results or
developments in subsequent periods. You are advised to read the
Circular in its entirety for a further discussion of the factors
that could affect Avon Rubber and/or the Enlarged Group's future
performance. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
in this Announcement may not occur. Save as required by the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules,
the Listing Rules or by law, Avon Rubber undertakes no obligation
to update these forward looking statements and will not publicly
release any revisions it may make to these forward-looking
statements that may occur due to any change in its expectations or
to reflect events or circumstances after the date of this
Announcement.
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END
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