TIDMLCT
RNS Number : 0956H
Lincat Group PLC
23 May 2011
Not for release, publication or distribution, in whole or in
part, in or into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction.
For immediate release
23 May 2011
Recommended cash acquisition by Middleby Holding UK Ltd
("Bidco")(a wholly-owned subsidiary of The Middleby Corporation) of
Lincat Group plc ("Lincat") to be effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006
Scheme of Arrangement sanctioned by Court
Lincat announces that at a hearing held earlier today the Court
sanctioned the Scheme to effect the recommended acquisition of
Lincat by Bidco.
The Scheme remains subject to the confirmation by the Court of
the Capital Reduction at the Second Court Hearing, which is
expected to take place on 26 May 2011.
Dealings in Lincat Shares will be suspended with effect from
5.00 p.m. on 25 May 2011. It is expected that the Scheme will
become Effective on 27 May 2011 and that the admission to trading
of the Lincat Shares on AIM will be cancelled by no later than 8.00
a.m. on 31 May 2011.
Upon completion of the Acquisition, holders of Scheme Shares
will be entitled to receive 1,050 pence in cash for each Scheme
Share held by them at the Scheme Record Time (6.00 p.m. on 25 May
2011). Subject to the Scheme becoming Effective on 27 May 2011,
settlement consideration will be despatched to Scheme Shareholders
by no later than 10 June 2011.
All references to time in this announcement are to London
time.
Capitalised terms used but not defined in this announcement have
the same meanings as given to them in the circular containing the
Scheme that was sent to Lincat Shareholders on 11 April 2011.
Enquiries
Middleby Tel: +1 847 429
Timothy FitzGerald (Chief Financial Officer) 7744
KPMG Corporate Finance (Financial Adviser Tel: 0161 246 4548
to Middleby and Bidco)
Chris Belsham
Lincat Group Plc Tel: 01522 875555
Paul Bouscarle (Chief Executive)
Terry Storey (Finance Director)
Livingstone Partners (financial adviser to Tel: 0207 484 4700
Lincat)
Phillip McCreanor
If the Scheme becomes Effective, it will be binding on all
Scheme Shareholders irrespective of whether or not they attended or
voted and, if they voted, whether they voted for or against the
Scheme at the Court Meeting or the Special Resolution at the
General Meeting.
KPMG Corporate Finance, a division of KPMG LLP which is
authorised and regulated by the FSA for investment business
activities, is acting for Middleby and Bidco as financial adviser
in relation to the Acquisition and is not acting for any other
person in relation to the Acquisition. KPMG Corporate Finance will
not be responsible to anyone other than Middleby and Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein.
Livingstone Partners LLP, which is authorised and regulated in
the United Kingdom by the FSA, is acting exclusively as financial
adviser to Lincat in connection with the Acquisition and for no one
else in connection with the Acquisition and will not be responsible
to anyone other than Lincat for providing the protections afforded
to clients of Livingstone Partners LLP nor for giving advice in
relation to the Acquisition or any matter or arrangement referred
to in this announcement.
Cenkos Securities plc, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively as corporate
broker to Lincat and for no one else in connection with the
Acquisition and will not be responsible to anyone other than Lincat
for providing the protections afforded to clients of Cenkos
Securities plc nor for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
announcement.
This announcement does not constitute an invitation or offer to
sell, purchase or subscribe for any securities or the solicitation
of any vote for approval of the Acquisition in any jurisdiction.
Any response in relation to the Acquisition should be made solely
on the basis of the information contained in the Scheme Document,
which contains the full terms and conditions of the Acquisition. No
person should construe the contents of this announcement as legal,
financial or tax advice and any interested person should consult
their own advisers in connection with the matters contained
herein.
The availability of the Acquisition or the distribution of this
announcement to persons who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are located. Persons who are not so resident should inform
themselves of, and observe, any applicable requirements in those
jurisdictions. This announcement has been prepared for the purposes
of complying with English law, the Code and the AIM Rules. As a
result, information disclosed herein may not be the same as that
which would have been disclosed in accordance with the laws and
regulations of jurisdictions outside of England.
Bidco reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by means of an Offer. In such
event, the Offer will be implemented on substantially the same
terms, subject to appropriate amendments, as those which would
apply to the Scheme. If the Acquisition is implemented by means of
an Offer, it will be made in accordance with the requirements of
applicable laws, including US securities laws, to the extent
applicable.
Forward-looking Statements
This announcement, oral statements made regarding the
Acquisition and other information published by Middleby, Bidco or
Lincat may contain certain statements that are or may be
forward-looking. These statements are based on the current
expectations of the management of Middleby, Bidco and/or Lincat (as
applicable) and are naturally subject to uncertainty and changes in
circumstances. The forward-looking statements contained herein may
include statements about the expected effects of the Acquisition,
the expected timing and scope of the Acquisition, anticipated
earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential disposals
and other strategic options and all other statements in this
announcement other than historical facts. Forward-looking
statements include, without limitation, statements that typically
contain words such as: "will", "may", "should", "could",
"continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the
ability of the person making the statement to control or estimate
precisely, such as future market conditions and the behaviour of
other market participants. Other unknown or unpredictable factors
could also cause actual results to differ materially from those in
the forward looking statements. Therefore undue reliance should not
be placed on such statements as a prediction of actual results.
None of Middleby, Bidco or Lincat undertakes any obligation to
update these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required
pursuant to applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. on the 10(th) business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 20 7638
0129.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be available free of charge on Lincat's website
at www.lincatgroup.co.uk by no later than 12.00 noon on 24 May
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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