TIDMREX TIDMTTM
RNS Number : 8076C
Rexam PLC
30 June 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
30 June 2016
RECOMMED CASH AND SHARE OFFER
for
Rexam PLC ("the Company")
by
Ball UK Acquisition Limited, a wholly-owned subsidiary of Ball
Corporation ("Ball")
Capital Reduction, Mix and Match Election Results and Scheme
Effective
Further to the announcements by Rexam dated 23 June 2016 and 29
June 2016 that the Court had sanctioned the Scheme and the Scheme
Court Order had been delivered to the Registrar of Companies, the
Company announces that at the Reduction Court Hearing today the
Capital Reduction was confirmed by the Court. The Reduction Court
Order has now been delivered to the Registrar of Companies and, as
a result, the Scheme to effect the acquisition of the Company by
Ball UK Acquisition Limited has now become effective in accordance
with its terms.
Pursuant to the Mix and Match Facility, valid Share Elections in
respect of 472,026,745 Scheme Shares, representing approximately
66.86 per cent. of the aggregate number of Scheme Shares, and valid
Cash Elections in respect of 38,292,892 Scheme Shares, representing
approximately 5.42 per cent. of the aggregate number of Scheme
Shares, were made by Scheme Shareholders. The ability to satisfy
all elections for cash consideration and/or New Ball Shares made by
Scheme Shareholders was dependent on other Scheme Shareholders
making equal and opposite elections.
Scheme Shareholders who made valid Cash Elections have had such
elections satisfied in full and will receive 610 pence per Scheme
Share. Scheme Shareholders who made valid Share Elections have had
such elections scaled down on a pro rata basis by approximately
95.9537455584 per cent. In respect of each Scheme Share for which a
valid Share Election was made and satisfied, Scheme Shareholders
will receive approximately 0.13727 of a New Ball Share as set out
in the Scheme Document.
Scheme Shareholders will automatically receive the Standard
Consideration of 407 pence in cash and 0.04568 of a New Ball Share
per Scheme Share in respect of the balance of their Scheme Shares
in respect of which a valid election was not made or satisfied in
full.
Rexam Shareholders' consideration for the Offer will be settled
or despatched by no later than 14 July 2016.
As announced on 29 June 2016, the listing of Rexam Shares on the
premium listing segment of the Official List of the UK Listing
Authority and trading in Rexam Shares on the London Stock
Exchange's main market for listed securities were suspended with
effect from 5.00 p.m. (London time) on 29 June 2016.
The delisting of Rexam Shares from the premium listing segment
of the Official List of the UK Listing Authority and the
cancellation of admission to trading of Rexam Shares on the London
Stock Exchange's main market for listed securities have been
applied for and are expected to take effect by 8.00 a.m. (London
time) on 1 July 2016.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the circular to Rexam Shareholders dated 17 May 2016 (the
"Scheme Document").
For further information, please contact:
Rexam (Media)
Mark Bunker, Head of Communications, Rexam +44 (0) 20 7227 4100
Rexam (Investor Relations)
Marion Le Bot, Head of Investor Relations, Rexam +44 (0) 20 7227 4100
Rothschild (Financial Adviser and Rule 3 Adviser to Rexam)
Ravi Gupta +44 (0) 20 7280 5000
Yuri Shakhmin
Nick Ivey
Barclays (Financial Adviser to Rexam)
Richard Taylor +44 (0) 20 7623 2323
Asim Mullick
Nishant Amin
Tulchan Communications (Communications adviser to Rexam)
Martin Robinson +44 (0) 20 7353 4200
Notes to Editors
Rexam PLC
Rexam is a leading global beverage can maker. We are business
partners to some of the world's most famous and successful consumer
brands. Our vision is to be the best beverage can maker in the
world. We have 54 can making plants in more than 20 countries and
employ around 8,600 people. In 2015, our sales were GBP3.9 billion.
Rexam's ordinary shares are listed with the UK Listing Authority
and trade on the London Stock Exchange under the symbol REX. The
FCA has been notified that Rexam's home member state is the United
Kingdom. Visit www.rexam.com for further information. Neither the
content of the website referred to in this announcement nor the
content of any other websites accessible from hyperlinks on that
website is incorporated into, or forms part of, this
announcement.
Directors' responsibility statement
The Directors of Rexam accept responsibility for the information
contained in this document. To the best of the knowledge and belief
of the Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this document is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Cautionary note regarding forward-looking statements
This announcement contains statements which constitute
"forward-looking statements". Forward-looking statements include
any statements related to the proposed transaction and the expected
benefits or estimated synergies resulting from a transaction with
Ball and are generally identified by words such as 'believe',
'expect', 'anticipate', 'intend', 'estimate', 'will', 'may',
'continue', 'should', and other similar expressions.
Forward-looking statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of Rexam that could cause actual results and
developments to differ materially from those expressed in, or
implied or projected by, the forward-looking statements.
In addition, there can be no assurance that the proposed
transaction with Ball will be completed in a timely manner, or at
all. Rexam does not undertake to update any of the forward-looking
statements after this date to conform such statements to actual
results, to reflect the occurrence of anticipated results or
otherwise, except to the extent legally required.
Other than where expressly indicated, no statement in this
announcement is intended as a profit forecast or profit estimate
and no statement in this announcement should be interpreted to mean
that earnings per Rexam or Ball ordinary share for any period would
necessarily match or exceed the historical published earnings per
Rexam or Ball shares.
Important notices
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Rexam and no one else in connection with the Offer
and will not be responsible to anyone other than Rexam for
providing the protections afforded to clients of Rothschild, or for
providing advice in connection with the Offer or any matter
referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Rexam and no one else in connection with the Offer
and will not be responsible to anyone other than Rexam for
providing the protections afforded to clients of Barclays, or for
providing advice in connection with the Offer or any matter
referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction.
The Offer will be made solely by means of the Scheme Document or
any document by which the Offer is made which will contain the full
terms and conditions of the Offer, including details of how to vote
in respect of the acquisition.
Rexam and Ball urge Rexam Shareholders to read the Scheme
Document because it contains important information relating to the
Offer.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement
(in whole or in part) in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons into
whose possession this announcement comes should inform themselves
about, and observe, any applicable legal and regulatory
requirements. Any failure to comply with any applicable
requirements 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, the Listing Rules and the
City 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 any jurisdictions outside
the United Kingdom.
Unless otherwise determined by Ball or required by the City
Code, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Offer by any
such means from within any jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a jurisdiction where to do so would violate the laws
in that jurisdiction, and persons receiving this announcement and
all documents relating to the Offer (including custodians, nominees
and trustees) must not mail or otherwise distribute or send them
in, into or from such jurisdictions where to do so would violate
the laws in that jurisdiction.
The availability of the Offer to Rexam Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements.
Additional information for US investors
The Offer relates to shares of a UK company and is proposed to
be effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to proxy solicitation or tender offer
rules under the US Exchange Act. Accordingly, the Scheme is subject
to the disclosure requirements, rules and practices applicable in
the United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Ball were to elect to implement the Offer by means of a
Takeover Offer, such Takeover Offer will be made in compliance with
all applicable laws and regulations, including Section 14(e) of the
US Exchange Act and Regulation 14E thereunder. Such Takeover Offer
would be made in the United States by Ball and/or Ball UK
Acquisition Limited and no one else. In addition to any such
Takeover Offer, Ball, Ball UK Acquisition Limited, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in Rexam outside such Takeover Offer during the period in which
such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase were to be made they would be
made outside the United States and would comply with applicable
law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service of the UKLA and will be
available on the London Stock Exchange website:
www.londonstockexchange.com.
The financial information included in this document relating to
Rexam has been prepared in accordance with IFRS, whereas the
financial information included in this document relating to Ball
has been prepared in accordance with US GAAP. US GAAP differs in
certain significant respects from IFRS and therefore the financial
information included in this document relating to Ball may not be
comparable with the financial information of Rexam. Equally, the
financial information included in this document relating to Rexam
may not be comparable with the financial information of other
companies whose financial statements are prepared in accordance
with US GAAP.
The New Ball Shares have not been, and will not be, registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States. Accordingly, the
New Ball Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. The New Ball Shares are expected to
be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. Rexam Shareholders who will be affiliates of Ball after
the Effective Date will be subject to certain US transfer
restrictions relating to the New Ball Shares received pursuant to
the Scheme.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), Rexam will advise the Court that its sanctioning
of the Scheme will be relied upon by Ball, Ball UK Acquisition
Limited and Rexam as an approval of the Scheme following a hearing
on its fairness which all Rexam Shareholders are entitled to attend
in person or through counsel to support or oppose the sanctioning
of the Scheme and with respect to which notification has been given
to all such shareholders.
The receipt of New Ball Shares and cash pursuant to the Offer by
a US Rexam Shareholder or the receipt of cash pursuant to the
arrangements for Rexam ADR Holders will be a taxable transaction
for US federal income tax purposes, and may also be a taxable
transaction under applicable state and local tax laws, as well as
foreign and other tax laws. Each Rexam Shareholder is urged to
consult his independent professional advisor immediately regarding
the tax consequences of the Offer. US Rexam Shareholders and Rexam
ADR Holders should also read paragraph 21 of Part II of the Scheme
Document which contains a description of certain US federal income
tax consequences of the Scheme.
None of the securities referred to in the Scheme Document have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in the Scheme Document. Any representation to the
contrary is a criminal offence in the United States.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 securities exchange 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 securities exchange 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
securities exchange 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. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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 p.m.
(London time) 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
securities exchange 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. You should contact the Takeover Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure.
Publication on website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions in relation to persons resident, located or
with a registered address in certain overseas jurisdictions, on the
Rexam and Ball's websites at www.rexam.com and www.ball.com,
respectively. For the avoidance of doubt, the contents of those
websites are not incorporated and do not form part of this
announcement.
You may request a hard copy of this announcement by writing to
Equiniti, Equiniti Limited, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA or by calling the Shareholder Helpline on
0800 169 6946. From outside the UK please call +44 121 415 7008.
Calls to the Shareholder Helpline from outside the UK will be
charged at the applicable international rate. Lines are open from
8.30 a.m. to 5:30 p.m. (London time) Monday to Friday (except
English and Welsh public holidays).
If you hold Rexam ADRs, you should instead make the request by
calling Georgeson LLC, on 888-566-3252 toll free from within the US
or +1-781-575-2137 from outside the US.
You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer should
be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAURARRNVANOAR
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June 30, 2016 06:19 ET (10:19 GMT)
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