TIDMBRY
RNS Number : 7342V
Hanover Acquisition Limited
05 December 2019
Recommended Mandatory 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)
Level of acceptances
Hanover Bidco announces that as at 3.00 p.m. (London time) on 4
December 2019 it had received valid acceptances of the Mandatory
Offer in respect of 20,493,711 Brady Shares (representing
approximately 24.6 per cent. of the existing issued share capital
of Brady). Therefore, by virtue of its shareholdings and
acceptances of the Mandatory Offer, Hanover Bidco has acquired or
agreed to acquire Brady Shares representing 80.1 per cent. of
Brady's issued share capital.
The full terms and conditions and the procedures for acceptance
of the Mandatory Offer are set out in full in the mandatory offer
document and revised form of acceptance published by Hanover Bidco
on 20 November 2019 (the "Mandatory Offer Document" and the
"Revised Form of Acceptance"). 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
Mandatory 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.
Further details of the Mandatory Offer and the action to be
taken to accept the Mandatory Offer are set out in the Mandatory
Offer Document and, for Brady Shareholders who hold their shares in
certificated form, the Revised Form of Acceptance, copies of which
are available at www.hanoverinvestors.com/possible-offer and
www.bradyplc.com.
If you have any questions about acceptance of the Mandatory
Offer, please call Computershare between 8.30 a.m. and 5.30 p.m.
(London time) Monday to Friday (except public holidays in England
and Wales) on 0370 702 0000 (if calling from within the UK) or +44
(0)370 702 0000 (if calling from outside the UK). Please note that
Computershare cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
Further copies of the Mandatory Offer Document and the Revised
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.
Intention to delist
As set out in the Original Offer Document, now that Hanover
Bidco has acquired or agreed to acquire Brady Shares representing
in excess of 75 per cent. of the voting rights of Brady, Hanover
Bidco intends to apply for the cancellation of admission to trading
on AIM of the Brady Shares (the "Delisting").
The Delisting will significantly reduce the liquidity and
marketability of any Brady Shares not acquired by Hanover Bidco and
the Brady Board therefore recommends those Brady Shareholders who
have not already accepted the Mandatory Offer to accept the
Mandatory Offer as soon as possible. The procedure for acceptance
of the Mandatory Offer is set out in the Mandatory Offer
Document.
Timetable and actions to be taken
Shareholders are encouraged to accept the Mandatory Offer as
soon as possible and no later than 3.00 p.m. (London time) on 5
December 2019.
Settlement
Settlement for valid acceptances in respect of the Mandatory
Offer will be effected within 14 days of receipt of that
acceptance.
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 Mandatory
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 Mandatory Offer should
only be made on the basis of the information contained in the
Mandatory Offer Document and the Revised Form of Acceptance. Brady
Shareholders who have not yet accepted the Mandatory Offer are
advised to read the formal documentation in relation to the
Mandatory 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 Mandatory 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
Mandatory 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 Mandatory 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 Mandatory 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 Mandatory Offer is being made in the
United States by Hanover Bidco and no one else. The Mandatory 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 Mandatory
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 Mandatory Offer or passed upon the adequacy or completeness of
this announcement.
The receipt of cash pursuant to the Mandatory 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 Mandatory 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 Mandatory Offer at any time prior to
completion of the Mandatory 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.
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
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