TIDMBRY
RNS Number : 7957V
Brady plc
05 December 2019
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
5 December 2019
Brady plc
("Brady" or the "Company")
Cancellation from Trading on AIM
Further to the announcement by Hanover Acquisition Limited
("Hanover") today confirming that Hanover has acquired, or agreed
to acquire, in excess of 75 per cent. of the Company's ordinary
shares of 1p each ("Ordinary Shares") pursuant to Hanover's
recommended mandatory final offer for the Company as announced on
18 November 2019 (the "Mandatory Offer"), the Company announces
that, in line with the intentions set out in Hanover's original
offer document dated 17 October 2019, it has informed the London
Stock Exchange that it wishes to cancel the admission to trading of
Brady's Ordinary Shares on AIM (the "Cancellation").
Cancellation is expected to take effect from 7.00 a.m. on 8
January 2020, being 20 business days from the date of this
announcement. Following Cancellation, Hanover will seek to
re-register Brady as a private limited company.
There will be no trading facility put in place to enable
shareholders to trade their Brady Ordinary Shares following
Cancellation and the Cancellation will significantly reduce the
liquidity and marketability of the Brady Ordinary Shares not
acquired by Hanover. 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 published on 20 November 2019 (the
"Mandatory Offer Document").
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.
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 in the revised form of acceptance published by Hanover
on 20 November 2019 (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's website at www.hanoverinvestors.com and
Brady's website at 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.
For further information please contact:
Brady plc Telephone: +44(0)1223 479479
Carmen Carey, Chief Executive Officer
Martin Thorneycroft, Chief Financial
Officer
Cenkos Securities plc - NOMAD and Telephone: +44 (0)20 7397 8900
broker
Ben Jeynes / Cameron MacRitchie
Newgate Communications Telephone: +44 (0)20 7382 4730
Bob Huxford / Ian Silvera/ Megan
Kovach
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 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 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.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Brady and no-one else
in connection with the Offer and other matters referred to in this
announcement. In connection with these matters, Cenkos, 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 anyone other than Brady for providing the
protections afforded to the clients of Cenkos nor for providing
advice in relation to the matters referred to in this
announcement.
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 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 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 or nominees or brokers of Hanover (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.
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
MSCCKPDDFBDKQBK
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December 05, 2019 03:23 ET (08:23 GMT)
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