Mucklow(A&J)Group. - Scheme of Arrangement becomes Effective
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
RECOMMENDED CASH AND SHARE OFFER BY
for the entire issued and to be issued ordinary share capital of
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
Earlier today, Mucklow announced that the Court had made an order sanctioning the Scheme (the Court Order) at the Court Hearing held this morning.
The boards of directors of Mucklow and LondonMetric are pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, all conditions to the Scheme have been satisfied or waived and the Scheme has now become Effective in accordance with its terms as set out in the scheme document sent to Mucklow Shareholders on
Settlement of Offer Consideration
Scheme Shareholders on Mucklow's register of members at the Scheme Record Time, being
The Offer Consideration will be settled within 14 days of today.
Results of the Mix and Match Facility
Valid Share Elections in respect of 12,901,883 Mucklow Ordinary Shares, representing approximately 20.38 per cent. of the aggregate number of Scheme Shares, and valid Cash Elections in respect of 12,652,446 Mucklow Ordinary Shares, representing approximately 19.99 per cent. of the aggregate number of Scheme Shares, were made by Mucklow Shareholders. The ability to satisfy the Share Elections and Cash Elections was dependent upon other Mucklow Shareholders making offsetting elections. As a result of all valid Mix and Match Elections, Mucklow's Shareholders who have made valid Share Elections will be met in full. However, Mucklow Shareholders who have made valid Cash Elections will be scaled back and will be satisfied as to approximately 0.637634592466255 of their election.
Mucklow Shareholders who did not make valid Cash Elections or valid Share Elections or who did not participate in the Mix and Match Facility will receive the default Offer Consideration.
Cancellation of trading and admission of Mucklow Ordinary Shares
The cancellation of admission to trading of Mucklow Ordinary Shares on the
Admission of the New LondonMetric Shares
To satisfy the Offer Consideration, an application has been made for the admission of 138,615,684 New LondonMetric Shares to the Premium Segment of the Official List and to trading on the
If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Mucklow Shareholders by announcement through a
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
All times set out in this announcement are London times unless otherwise stated.
Andrew Jones, Chief Executive
Martin McGann, Finance Director
Gareth Price, Investor Relations
Peel Hunt (Sponsor, Joint Financial Adviser and Joint Broker
to LondonMetric) +44 (0) 20 7418 8900
J.P. Morgan Cazenove (Joint Financial Adviser and Joint Broker
to LondonMetric) +44 (0) 20 7742 4000
Rupert Mucklow, Chairman and Chief Executive
David Wooldridge, Finance Director
Numis (Financial Adviser to Mucklow) +44 (0) 20 7260 1000
This announcement has been prepared for the purposes of complying with English law, the rules of the
Information for overseas persons
The release, publication or distribution of this announcement and the Scheme Document in certain jurisdictions other than the United Kingdom may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Combination or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf or a Form of Election, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with these applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by LondonMetric or required by the Takeover Code, and permitted by applicable law and regulation, participation in the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving the Scheme Document and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Combination. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Scheme Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The availability of the New LondonMetric Shares under the Combination to Scheme 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 or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.
Further details in relation to Overseas Holders are contained in the Scheme Document.
Notice to US investors in Mucklow
The Combination relates to the securities of an English company with a listing on the
The New LondonMetric Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any state or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. The New LondonMetric 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. Mucklow Shareholders (whether or not US persons) who are or will be affiliates of LondonMetric or Mucklow prior to, or of the
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, Mucklow will advise the Court through its English counsel that its sanctioning of the Scheme will be relied on by LondonMetric as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Mucklow Shareholders.
None of the securities referred to in this announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Combination or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US Shareholders are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Combination applicable to them.
It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws since LondonMetric and Mucklow are organized in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US Shareholders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgment.
Further details in relation to US Shareholders are contained in the Scheme Document.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), any oral statements made by LondonMetric or Mucklow in relation to the Combination and other information published by LondonMetric or Mucklow, may contain statements about LondonMetric, Mucklow and the
Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and/or operations of LondonMetric, Mucklow or the
Except as expressly provided, they have not been reviewed by the auditors of LondonMetric or Mucklow. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date thereof. Neither Mucklow nor LondonMetric, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
No member of LondonMetric or Mucklow, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on LondonMetric's website at www.londonmetric.co.uk and on Mucklow's website at www.mucklow.com promptly.
Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Request for hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Combination should be in hard copy form.
LondonMetric Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Link Asset Services, The Registry,
Mucklow Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Link Asset Services, The Registry,
A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.londonmetric.com and www.mucklow.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.
Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on LondonMetric's website (or any other website) is incorporated into, or forms part of, this announcement.
The Combination is subject to the provisions of the Takeover Code.
This information is provided by RNS, the news service of the
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