Synnovia PLC - Offer Document Posted & Trading Update

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

RECOMMENDED 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 £4.1 million, net debt of £16.4 million, total assets of £71.4 million and total liabilities of £40.7 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:

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 £82 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.