TIDMSYN TIDMTTM
RNS Number : 3655N
Synnovia PLC
23 September 2019
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.
IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED,
DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE UNITED
STATES.
THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
23(rd) SEPTEMBER 2019
RECOMMED CASH OFFER
FOR
SYNNOVIA PLC
BY
BPF1 LIMITED ("BIDCO"), A WHOLLY-OWNED SUBSIDIARY OF FUNDS
ADVISED BY CAMELOT CAPITAL PARTNERS LLC
POSTING OF OFFER DOCUMENT, NOTICE OF GENERAL MEETING &
TRADING UPDATE
On 3 September 2019, the Bidco Director and the Independent
Synnovia Directors announced the terms of a recommended offer to be
made by Bidco for the entire issued and to be issued share capital
of Synnovia.
An offer document containing full terms and conditions of the
Offer made by Bidco and the procedures for its acceptance (the
Offer Document) is being published and posted to the shareholders
of Synnovia today, together with a Form of Acceptance to accept the
Offer and a Form of Proxy for use at the General Meeting. For
information purposes only, the Offer Document will also be sent, or
made available, to persons with information rights. These documents
will shortly be made available on Synnovia's website at
www.synnovia.com/investors.
Acceptances to the Offer must be received by 1.00 p.m. (London
time) on 14 October 2019, being the first closing date of the
Offer, unless the acceptance period is extended.
The procedure for acceptance of the Offer is set out in
paragraph 14 of Part II of the Offer Document and further described
in the Form of Acceptance accompanying the Offer Document.
As described in the Offer Document, the Offer is conditional,
inter alia, on the passing of the Management Shareholder Resolution
by Independent Synnovia Shareholders at the Synnovia General
Meeting, which is to be held at the offices of CMS Cameron McKenna
Olswang Nabarro LLP, Cannon Place, 78 Cannon Street, London EC4N
6AF, at 10.00 a.m. on 11 October 2019.
The Offer is subject to the full terms and conditions set out in
the Offer Document and the Form of Acceptance.
Unless otherwise defined, capitalised terms shall have the same
meaning as those defined within the announcement made in respect of
the Offer on 3 September 2019 at 7.00 a.m.
TRADING UPDATE
On 9 July 2019, Synnovia published its audited consolidated
financial statements for the year ended 31 March 2019 stating that,
as at 31 March 2019, it had cash resources of GBP4.1 million, net
debt of GBP16.4 million, total assets of GBP71.4 million and total
liabilities of GBP40.7 million. Within this statement, Synnovia
commented that trading in Q1 FY2020 had been steady amongst a
backdrop of poor economic conditions generally. It noted that sales
volumes for the quarter were lower than those for Q4 2019 but that
production issues in the Films Division that affected performance
in FY2019 are largely addressed and business conversion pipelines
within all businesses are good.
Further to the above statement, the Synnovia board confirms that
customer demand remains subdued in Q2 FY2020, as difficult economic
conditions continue to impact the business. Sales pipelines remain
weak across the Synnovia Group.
Enquiries:
Synnovia
Nick Ball (Group Finance Director) Tel: 020 7978 0574
Cenkos Securities plc (financial adviser and
nominated adviser to Synnovia)
Stephen Keys Tel: 020 7397 8900
Callum Davidson
Numis Securities Limited (financial adviser
to Bidco)
Stuart Ord Tel: 020 7260 1000
George Fry
Jono Mawson
Notes to Editors
Synnovia is a specialist manufacturer of industrial components
and consumables. Applications for these products vary widely and
examples include:
-- Packaging for the food manufacturing and distribution - films, sacks and pouches
-- Steering columns and instrument control knobs in the
automotive industry - plastic ball bearings
-- Hydraulic and industrial rubber hose manufacture - various types of plastic mandrel
-- Cardboard box manufacture - creasing matrices
Synnovia's business model is based on understanding customers'
problems in depth, and then developing and mass producing
proprietary, technical solutions for these problems.
The business operates through two divisions, Films and
Industrial, and has the majority of its production in six UK based
factories, with a further two factories in Asia. Approximately 50%
of its GBP82 million sales are made outside the UK to more than 80
countries.
Further information can be found on www.synnovia.com
Important Information
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to Bidco and no one else
in connection with the Offer and other matters referred to in this
announcement. In connection with these matters, Numis, 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 Bidco for providing the
protections afforded to the clients of Numis nor for providing
advice in relation to the matters referred to in this
announcement.
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 Synnovia 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 Synnovia for providing the
protections afforded to the clients of Cenkos nor for providing
advice in relation to the matters referred to in this
announcement.
Further information
This announcement is not intended to, and does not, constitute,
or form part of, any offer, invitation or the solicitation of an
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, pursuant to the Offer or
otherwise. The Offer is being made solely by means of the Offer
Document and the Form of Acceptance accompanying the Offer
Document, which contains the full terms of, and Conditions to, the
Offer, including details of how the Offer may be accepted. Any
response to the Offer should be made only on the basis of
information contained in the Offer Document. Synnovia Shareholders
are advised to read the formal documentation in relation to the
Offer carefully.
This announcement has been prepared for the purposes of
complying with English law, the AIM Rules 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 and regulations of any jurisdiction outside the
United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Synnovia Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Synnovia Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
Synnovia Shareholders is contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction unless
conducted pursuant to an exemption from the applicable securities
laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Code, any person who is, or becomes,
interested in 1% 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 pm (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 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
A copy of this announcement will be available, free of charge
(subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions), for inspection on Synnovia's
website at www.synnovia.com/investors by no later than 12 noon
(London time) on the Business Day following the publication of this
announcement and will continue to be made available until the end
of the Offer Period.
For the avoidance of doubt, neither the content of any website
referred to in this announcement nor the content of any website
accessible from hyperlinks is incorporated into or forms part of
this announcement.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents and all information incorporated into such
documents by reference to another source in hard copy form. Unless
such a person makes such a request, a hard copy of this
announcement and the Offer Document and any such information
incorporated by reference in it will not be sent to that person.
Such person may request that all future documents, announcements
and information in relation to the Offer are sent to them in hard
copy form.
Copies of this announcement and the Offer Document (and any
information incorporated by reference in that document) and all
future documents, announcements and information required to be sent
to persons in relation to the Offer may be requested from the
Receiving Agent, Link Asset Services on 0371 664 0321. Calls are
charged at the standard geographic rate and will vary by provider.
Calls outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 am - 5.30 pm,
Monday to Friday excluding public holidays in England and Wales.
Please note that Link Asset Services cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
Information relating to Synnovia Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Synnovia Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Synnovia may be provided to Bidco during the
Offer Period as required under Section 4 of Appendix 4 to the
Takeover Code.
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
ODPLJMFTMBITBIL
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