Latchways : Posting of Scheme of Arrangement Document

RNS Number : 2888Z

Latchways PLC

16 September 2015



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

16 September 2015

Recommended Cash Acquisition
of
Latchways plc ('Latchways')
by
MSA UK Holdings Limited ('Bidco')
(an indirect wholly-owned subsidiary of MSA Safety Incorporated ('MSA'))

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

On 1 September 2015, the Boards of MSA and Latchways announced that they had reached agreement on the terms of a unanimously recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Latchways (the 'Acquisition'). As outlined in that announcement, the Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').

Accordingly, Latchways announces that it is today posting to Latchways Shareholders a scheme document relating to the Acquisition (the 'Scheme Document'), together with the associated Forms of Proxy. The Scheme Document sets out, among other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by Latchways Shareholders.

As further detailed in the Scheme Document, to become effective, the Scheme will require, among other things, the approval of Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting, and then the approval of the Court. Notices convening the Court Meeting and the General Meeting, commencing at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 9 October 2015 at the offices of Squire Patton Boggs (UK) LLP, 7 Devonshire Square, London EC2M 4YH, are contained in the Scheme Document.

The Scheme Document will also be available, subject to certain restrictions, on Latchways' website www.latchways.com and on MSA's website at www.msasafety.com. A copy of the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become effective on or around 23 October 2015.

The expected timetable of principal events is attached as an Appendix to this announcement.

Holders of Latchways Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

All references to time in this announcement are to London time. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Information for Latchways Shareholders

A shareholder helpline is available for Latchways Shareholders. If you have any questions about this announcement, the Scheme, the Court Meeting or the General Meeting, or are in any doubt as to how to complete the Forms of Proxy, please call Equiniti Limited ('Latchways' Registrars'), the receiving agent for the Acquisition, on 0871 384 2050 (from within the UK) or on [phone] (from outside of the UK). Calls to the UK telephone number above are charged at 10 pence per minute plus your phone company's access charge. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide legal, tax or financial advice or advice on the merits of the Acquisition.

Enquiries:

Bidco and MSA:

Kenneth Krause, Vice President, Strategic Finance and Treasurer Tel: [phone]

Lazard:

(Financial Adviser to Bidco and MSA)

Mark McMaster Tel: [phone]

Jean Greene

Richard Shaw

Eugene Schreider

Latchways:

David Hearson Tel: [phone]

Rex Orton

Rothschild:

(Financial Adviser to Latchways)

Paul Simpson Tel: [phone]

John Byrne

N+1 Singer:

(Corporate Broker to Latchways)

Shaun Dobson Tel: [phone]

Alex Wright

IFC Advisory:

(Public Relations Adviser to Latchways)

Graham Herring Tel: [phone]

Tim Metcalfe

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 as financial adviser to Latchways and for no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker to Latchways and no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and MSA and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and MSA for providing the protections afforded to clients of Lazard, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Latchways Shares in respect of the Scheme at the Meetings or to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Takeover 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 jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under US Securities Exchange Act of 1934 (the 'US Exchange Act') and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. Financial information included (or incorporated by reference) in this announcement and the Scheme Document in relation to Latchways has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of Latchways Shares to enforce their rights and any claim arising out of US federal laws, since Latchways and certain affiliates of MSA are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Latchways Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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 judgement. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.

Provision of certain information

Please be aware that addresses, electronic addresses and certain other information provided by Latchways Shareholders, persons with information rights and other relevant persons for the receipt of communications from Latchways may be provided to MSA and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.12(c) of the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 10thbusiness day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10thbusiness 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 Takeover 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, 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 of the Takeover Code). 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 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 [phone] 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

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Latchways' website at www.latchways.com and on MSA's website at www.msasafety.com.

Neither the content of the websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

You may request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting the company secretary of Latchways during business hours on Tel: [phone] or by submitting a request in writing to the company secretary of Latchways at Hopton Park, Devizes, Wiltshire, SN10 2JP, United Kingdom. Your attention is drawn to the fact that a hard copy of this Announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the implementation of the Scheme

	Event		Time and/or date
	Publication and posting of the Scheme Document		16 September 2015
	Latest time for receipt of Forms of Proxy for:
	Court Meeting (BLUE form)		10.00 a.m. on 7 October 2015(1)
	General Meeting (WHITE form)		10.15 a.m. on 7 October 2015(1)
	Voting Record Time for the Court Meeting and General Meeting		6.00 p.m. on 7 October 2015(2)
	Court Meeting		10.00 a.m. on 9 October 2015
	General Meeting		10.15 a.m. on 9 October 2015(3)
	Last day of dealings in, and for registration of transfers and disablement in CREST of, Latchways Shares		15 October 2015(4)
	Scheme Record Time		6.00 p.m. on 15 October 2015(4)
	Dealings in Latchways Shares suspended		7.30 a.m. on 16 October 2015
	Scheme Court Hearing (to sanction the Scheme)		16 October 2015(4)
	Expected Effective Date of the Scheme		23 October 2015(4)
	Cancellation of listing and admission to trading of, and cessation of dealings in, Latchways Shares		26 October 2015(4)
	Latest date of despatch of cheques in respect of Scheme Shares held in certificated form and the cash consideration payable to Scheme Shares held in uncertificated form		6 November 2015(5)
	Long Stop Date, being the date by which the Scheme must be implemented		1 February 2016

(1) If the BLUE Form of Proxy for the Court Meeting is not received by Equiniti Limited, the receiving agent for the Acquisition and Latchways' Registrars, by 10.00 a.m. on 7 October 2015 or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting, it may be handed to the Chairman at the Court Meeting or Latchways' Registrars at any time before the taking of the poll and still be valid. However, the WHITE Form of Proxy for the General Meeting must be received by Equiniti Limited by 10.15 a.m. on 7 October 2015 in order for it to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting. WHITE Forms of Proxy may NOT be handed to the Chairman of the General Meeting or Latchways' Registrars.

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.00 p.m. on the day prior to the day immediately before the date fixed for the adjourned meeting.

(3) The General Meeting will commence at 10.15 a.m. on 9 October 2015 or, if later, as soon thereafter as the Court Meeting has been concluded or adjourned.

(4) The dates and times above are indicative only and will depend, among other things, on the date on which: (i) the Conditions are either satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the office copy of the Scheme Court Order (duly stamped by HMRC) is delivered to the Registrar of Companies for registration (which will be dependent on, among other things, the period of time taken by HMRC to stamp the Scheme Court Order). If any of the expected dates change, Latchways will give adequate notice of any change by issuing an announcement through a Regulatory Information Service.

(5) In any event, within 14 days of the Effective Date.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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