REG - Assoc.British Foods National Milk Recrds - Recommended Cash Acquisition of NMR plc
06/06/2023 07:00
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RNS Number : 7308B Associated British Foods PLC 06 June 2023
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
06 June 2023
RECOMMENDED CASH ACQUISITION
of
NATIONAL MILK RECORDS PLC
by
ASSOCIATED BRITISH FOODS PLC
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
● The boards of Associated British Foods plc ("ABF") and National Milk Records
plc ("NMR") are pleased to announce that they have reached agreement on the
terms of a recommended cash acquisition to be made by ABF, pursuant to which
AB Agri Limited (an indirect wholly-owned subsidiary of ABF) will acquire the
entire issued and to be issued ordinary share capital of NMR (the
"Acquisition"). It is intended that the Offer be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or,
if ABF so elects, with the consent of the Panel, a Takeover Offer) between NMR
and NMR Shareholders.
● Under the terms of the Acquisition, each NMR Shareholder will be entitled to
receive:
215 pence in cash per NMR Share
● The Acquisition values the entire issued and to be issued ordinary share
capital of NMR at approximately £48.0 million on a fully diluted basis.
● The Acquisition represents a premium of approximately
● 87.0% to the Closing Price of an NMR Share of 115.0 pence on 05 June 2023,
being the Last Practicable Date;
● 94.6% to the volume weighted average share price ("VWAP") of an NMR Share of
110.5 pence for the three month period ended on the Last Practicable Date; and
● 85.6% to the VWAP of an NMR Share of 115.9 pence for the six month period
ended on the Last Practicable Date.
Overview of ABF
● The ABF Group is a diversified international food, ingredients and retail
group with 132,000 employees in 53 countries. ABF has a premium listing on the
Main Market of the London Stock Exchange and has a market capitalisation of
some £14 billion with a net cash position of circa £0.6 billion.
● AB Agri is ABF's international agri-food business and a leader in the UK
agricultural sector. AB Agri occupies a key position in the food supply
chain, with a presence in more than 80 countries, employing over 3,000 people
internationally. AB Agri supplies a wide range of animal feed, supplements
and specialist ingredients, and provides value-added services and expertise to
farmers, feed and food manufacturers and retailers. It operates at the heart
of the agricultural industry and its vision centres around working with its
customers to produce high-quality, affordable, safe and responsibly sourced
food products. AB Agri has an established position in the UK dairy industry,
working with over 2,000 UK dairy farms.
Background to and reasons for the Acquisition
● AB Agri actively looks to add new, complementary capabilities through M&A
and has a track record of successfully acquiring businesses. NMR's business is
well aligned with AB Agri's objective of supporting customers across the dairy
industry, helping to drive efficiency and increase productivity. NMR provides
complementary services and technology offerings to AB Agri's existing
operations across the dairy supply chain, and AB Agri believes that a
combination will enable a better service to the dairy industry, initially in
the UK, offering products that deliver increased value, efficiency and
ultimately profitability for farmers. AB Agri is excited about NMR becoming
part of the broader group and believes that the Acquisition will allow NMR to
accelerate and de-risk the delivery of its strategy, as well as creating
greater opportunities for NMR's customers, employees and wider stakeholders.
NMR recommendation
● The NMR Directors, who have been so advised by Canaccord Genuity as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing its advice to the NMR Directors,
Canaccord Genuity has taken into account the commercial assessments of the NMR
Directors. Canaccord Genuity is providing independent financial advice to
the NMR Directors for the purpose of Rule 3 of the Code.
● Accordingly, the NMR Directors believe that the Acquisition is in the best
interests of NMR Shareholders as a whole and intend to recommend unanimously
that NMR Shareholders vote or procure votes in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting (or,
in the event that the Acquisition is implemented by way of a Takeover Offer,
to accept or procure acceptance of the Takeover Offer), as all the NMR
Directors holding NMR Shares have irrevocably undertaken to do in respect of
their own beneficial holdings of 284,792 NMR Shares (representing, in
aggregate, approximately 1.34% of the NMR Shares in issue on the Last
Practicable Date).
Irrevocable Undertakings
● In addition to the irrevocable undertakings noted above, ABF has received
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer) in respect of 14,072,334 NMR Shares,
representing approximately 66.25% of the NMR Shares in issue on the Last
Practicable Date.
● In addition, ABF has received an undertaking to act on a reasonable endeavours
basis to vote in favour of the Scheme at the Court Meeting and the Resolutions
to be proposed at the General Meeting (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure acceptance of
the Takeover Offer) in respect of 194,880 NMR shares (representing, in
aggregate, approximately 0.92% of the NMR Shares in issue on the Last
Practicable Date).
● Therefore, as at the date of this announcement, ABF has received irrevocable
undertakings and reasonable endeavours undertakings in respect of a total of
14,552,006 NMR Shares (representing approximately 68.51% of the NMR Shares in
issue on the Last Practicable Date).
● Full details of the irrevocable undertakings received by ABF are set out in
Appendix 3 to this announcement.
Timetable and Conditions
● It is intended that the Acquisition be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (or,
if ABF so elects and with the consent of the Panel, a Takeover Offer). The
purpose of the Scheme is to provide for AB Agri to become the owner of the
entire issued and to be issued ordinary share capital of NMR. The Scheme
will be put to Scheme Shareholders at the Court Meeting and to the NMR
Shareholders at the General Meeting. In order to become Effective, the
Scheme must be approved by a majority in number of the Scheme Shareholders
voting at the Court Meeting, either in person or by proxy, representing at
least 75% in value of the Scheme Shares voted. In addition, the implementation
of the Scheme must also be approved by NMR Shareholders at the General
Meeting.
● The Acquisition will be on the terms and subject to the Conditions and certain
further terms set out in Appendix 1 to this announcement, including, among
other things: (a) the approval of Scheme Shareholders at the Court Meeting and
the passing of the Resolutions to be proposed at the General Meeting; (b) the
CMA confirming in response to a briefing note that it has no further questions
or, alternatively, CMA approval; (c) the sanction of the Scheme by the Court;
and (d) the Scheme becoming Effective no later than the Long Stop Date. The
Acquisition does not require the approval of ABF shareholders.
● The Scheme Document will include full details of the Scheme, together with an
explanatory statement providing details of the Acquisition, and the notices
convening the Court Meeting and the General Meeting. The Scheme Document will
also contain the expected timetable of the Acquisition and will specify the
necessary actions to be taken by NMR Shareholders. The Scheme Document will be
sent to NMR Shareholders within 28 days of the date of this announcement (or
such later date as NMR, ABF and the Panel agree).
● If any dividend or other distribution in respect of the NMR Shares is
declared, paid or made on or after the date of this announcement, ABF reserves
the right to reduce the consideration payable for each NMR Share under the
terms of the Acquisition by the amount per NMR Share of such dividend or
distribution. If ABF exercises this right or makes such a reduction in
respect of a dividend or distribution, NMR Shareholders will be entitled to
receive and retain that dividend or distribution.
● The Acquisition is currently expected to become Effective during Q3 2023,
subject to the satisfaction or waiver of the Conditions and certain further
terms set out in Appendix 1 to this announcement and to the full terms and
conditions of the Acquisition which will be set out in the Scheme Document
● The NMR Directors are responsible for arranging this announcement on behalf of
NMR. The ABF Directors are responsible for arranging this announcement on
behalf of ABF. The LEI of NMR is 213800WRKB3WOUGNGN83.
Commenting on today's announcement, Trevor Lloyd, Chairman of NMR, said:
"I am pleased to announce ABF's intention to acquire NMR. ABF's and AB Agri's
status within the UK agricultural sector and expertise in the dairy industry
will provide a significant benefit to NMR's customers. As the UK dairy supply
chain continues its drive to carbon neutrality, NMR's work with GenoCells and
milk data, and our pivotal role in payment testing, will contribute important
information to aid in this transition. The backing of ABF will accelerate and
de-risk NMR's ability to deliver its strategic objectives, streamlining
industry processes by creating a holistic business that can provide end-to-end
data and analysis to ensure the long term sustainability, efficiency and
profitability of UK dairy.
The NMR team looks forward to working as part of ABF and AB Agri to further
position NMR as a leading player at the centre of the UK dairy industry."
Commenting on today's announcement, José Nobre, Chief Executive of AB Agri,
said:
"I am delighted to be announcing AB Agri's intention to acquire NMR. NMR is
a high-quality business which is extremely complementary and additive to our
dairy strategy and offering to the dairy industry. We have supported dairy
farmers for more than 30 years with nutrition and specialty feed products, and
more recently with data and technology platforms which deliver insights that
create continuous improvement in agricultural supply chains. Acquiring NMR is
an extension of this strategy and will enable us to service the industry
better, offering products that deliver increased value, efficiency and
ultimately profitability for dairy farmers. NMR has assembled a strong team
and we are excited by the prospect of working together with them to accelerate
the development of the business."
This summary should be read in conjunction with, and is subject to, the
following full text of this announcement and the Appendices. The Scheme will
be subject to the further terms and conditions set out in Appendix 1 to this
announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 contains bases and sources of certain information
contained in this announcement. Details of irrevocable undertakings received
by ABF are set out in Appendix 3. Certain terms used in this announcement are
defined in Appendix 4.
A copy of this announcement is available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
ABF's website at www.abf.co.uk/investors (http://www.abf.co.uk/investors) and
NMR's website at www.nmr.co.uk/investors (http://www.nmr.co.uk/investors) .
For the avoidance of doubt, the contents of these websites and of any other
website accessible by hyperlinks on this website, are not incorporated by
reference into, and do not form part of, this announcement.
Enquiries:
Associated British Foods Plc +44 (0)20 7399 6545
Eoin Tonge, Group Finance Director
Chris Barrie, Corporate Affairs Director
Rothschild & Co (Financial Adviser to ABF) +44 (0)20 7280 5000
Stuart Vincent
Simon Cope-Thompson
Citigate Dewe Rogerson (Financial PR Adviser to ABF) +44 (0)20 7638 9571
Holly Gillis Tel: 07940 797560
Angharad Couch Tel: 07507 643004
National Milk Records Plc +44 (0)3330 043 043
Mark Frankcom, Finance Director
Canaccord Genuity Limited (AQSE Corporate Adviser, Broker and Rule 3 Adviser +44 (0)20 7523 8000
to NMR)
Adam James
Harry Rees
BlytheRay (Financial PR adviser to NMR) +44 (0)20 7138 3204
Megan Ray
Rachael Brooks
Addleshaw Goddard LLP is providing legal advice to ABF. Gowling WLG (UK) LLP
is providing legal advice to NMR.
IMPORTANT NOTICES
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation or the solicitation of an offer to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made
solely pursuant to the terms of the Scheme Document, which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition, together with the accompanying forms of
proxy. Any vote in respect of the Scheme or other response in relation to
the Acquisition should be made only on the basis of the information contained
in the Scheme Document.
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 legal or
regulatory requirements. In particular, the ability of persons who are not
resident in the United Kingdom to vote their NMR Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person. This
announcement has been prepared for the purposes of complying with English law
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 of jurisdictions outside the United Kingdom. This announcement
does not constitute a prospectus or prospectus equivalent document.
The Scheme Document (including notices of the Court Meeting and the General
Meeting), together with the relevant Forms of Proxy, will be published as soon
as practicable and in any event within 28 days of this announcement (unless
otherwise agreed with the Panel).
ABF and NMR encourage NMR Shareholders to read the Scheme Document (or any
further documentation published in connection with the Acquisition) carefully
when it becomes available because it will contain important information in
relation to the Acquisition. Any decision by NMR Shareholders in relation to
the Acquisition should be made only on the basis of the information contained
in the Scheme Document.
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
it in or into or from any Restricted Jurisdiction. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by applicable
law or regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.
The Acquisition relates to securities in a non-US company registered in
England and Wales trading on the AQSE Growth Market, and is subject to the
disclosure requirements, rules and practices applicable to companies trading
in the United Kingdom, which differ from those of the United States in certain
material respects. This document has been prepared in accordance with UK style
and practice for the purpose of complying with the laws of England and Wales,
the Code and the Aquis Rules. US shareholders should read this entire
document. Accordingly, the Acquisition will be subject to disclosure and other
procedural requirements that are different from those applicable under US
domestic tender offer procedures. US shareholders should note that NMR is not
listed on an American securities exchange, subject to the periodic reporting
requirements of the US Exchange Act or required to, and does not, file any
reports with the SEC thereunder.
It may be difficult for US shareholders to enforce certain rights and claims
arising in connection with the Acquisition under US federal securities laws
since NMR is located outside the United States and its officers and most of
its directors reside outside the United States. It may not be possible to sue
a non-US company or its officers or directors in a non-US court for violations
of US securities laws. It also may not be possible to compel a non-US company
or its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice, ABF or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase NMR Shares, other than pursuant to the Acquisition,
until the date on which the Scheme (or Takeover Offer, if applicable) becomes
effective, lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the UK and will be reported to a regulatory information service.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) at www.nmr.co.uk/investors
(http://www.nmr.co.uk/investors) and www.abf.co.uk/investors
(http://www.abf.co.uk/investors) by no later than 12 noon (London time) on 07
June 2023 (being the Business Day following the date of this announcement).
The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Code, NMR Shareholders and persons with
information rights may request a hard copy of this announcement by contacting
NMR's registrars, Equiniti Limited on +44 (0)371 384 2050 or by submitting a
request in writing at Equiniti Limited, Aspect House, Spencer Road, Lancing
West Sussex BN99 6DA. Lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays). Calls are charged
at the standard geographical rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable international
rate. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, NMR confirms that, as at the close of
business on 05 June 2023 (being the last Business Day prior to the date of
this announcement), it had in issue 21,239,702 NMR Shares, which are in issue
and admitted to trading on the AQSE Growth Market. The International
Securities Identification Number (ISIN) of the NMR Shares is GB00B5TWCQ18.
No Profit Forecasts or Estimates
No statement in this announcement is intended, or is to be construed, as a
profit forecast, profit estimate, or quantified financial benefits statement
or estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for NMR for the
current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for NMR.
Other 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. 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 the offeree company. 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. Relevant persons who deal in the relevant securities of the offeree
company 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. 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
the offeree company, 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, 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 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
+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.
Disclaimers
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for NMR and no one else in connection with the Acquisition and
will not be responsible to anyone other than NMR for providing the protections
afforded to clients of Canaccord Genuity nor for providing advice in relation
to the Acquisition or any other matters referred to in this announcement.
Neither Canaccord Genuity 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 Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for ABF and no one else in connection with the
Acquisition and will not be responsible to anyone other than ABF for providing
the protections afforded to clients of Rothschild & Co nor for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this
announcement, any statement contained herein or otherwise.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Forward-looking Statements
This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by ABF and NMR may contain certain forward-looking
statements with respect to the financial condition, results of operations and
business of ABF and/or NMR and certain plans and objectives of ABF and/or NMR
with respect thereto. These forward-looking statements can be identified by
the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning. These statements are based on assumptions and assessments
made by ABF and/or NMR in the light of their experience and their perception
of historical trends, current conditions, future developments and other
factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. 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 undue reliance
on these forward-looking statements which speak only as at the date of this
document. Neither ABF nor NMR 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.
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
combinations or dispositions.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION NO 596/2014 (INCORPORATED INTO UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED BY VIRTUE OF THE MARKET ABUSE
(AMENDMENT) (EU EXIT) REGULATIONS 2019). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
06 June 2023
RECOMMENDED CASH ACQUISITION
of
NATIONAL MILK RECORDS PLC
by
ASSOCIATED BRITISH FOODS PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of Associated British Foods plc ("ABF") and National Milk Records
plc ("NMR") are pleased to announce that they have reached agreement on the
terms of a recommended cash acquisition to be made by ABF, pursuant to which
AB Agri Limited (an indirect wholly-owned subsidiary of ABF) will acquire the
entire issued and to be issued ordinary share capital of NMR (the
"Acquisition").
It is intended that the Acquisition be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. ABF
reserves the right to elect, with the consent of the Panel, to implement the
Acquisition by way of a Takeover Offer as an alternative to the Scheme.
2 The Acquisition
Under the terms of the Acquisition, each NMR Shareholder will be entitled to
receive:
215 pence in cash per NMR Share
The Acquisition values the entire issued and to be issued ordinary share
capital of NMR at approximately £48.0 million on a fully diluted basis.
The Acquisition represents a premium of approximately:
● 87.0% to the Closing Price of an NMR Share of 115.0 pence on 05 June 2023,
being the Last Practicable Date;
● 94.6% to the volume weighted average share price ("VWAP") of an NMR Share of
110.5 pence for the three month period ended on the Last Practicable Date; and
● 85.6% to the VWAP of an NMR Share of 115.9 pence for the six month period
ended on the Last Practicable Date.
Subject to the Conditions and further terms set out in Appendix 1 to this
announcement and to be set out in full in the Scheme Document, the Scheme
Shares will be acquired by AB Agri fully paid and free from all liens,
equitable interests, charges, encumbrances, rights of pre-emption and any
other third party rights or interests whatsoever and together with all rights
existing at the date of this announcement or thereafter attaching thereto,
including (without limitation) the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid or any other
return of capital (whether by way of reduction of share capital or share
premium account or otherwise) made on or after the date of this announcement
in respect of the NMR Shares.
If any dividend or other distribution in respect of the NMR Shares is
declared, paid or made on or after the date of this announcement, ABF reserves
the right to reduce the consideration payable for each NMR Share under the
terms of the Acquisition by the amount per NMR Share of such dividend or
distribution. To the extent that any such dividend or other distribution
and/or other return of capital announced, declared, paid or made is: (a)
transferred pursuant to the Acquisition on a basis which entitles ABF to
receive the dividend or other distribution and to retain it; or (b) cancelled,
then in either case the consideration payable in respect of the Acquisition
will not be subject to change in accordance with this paragraph. If ABF
exercises this right or makes such a reduction in respect of a dividend or
distribution, NMR Shareholders will be entitled to receive and retain that
dividend or distribution. Any exercise by ABF of its rights referred to in
this paragraph shall be the subject of an announcement and, for the avoidance
of doubt, shall not be regarded as constituting any revision of variation of
the terms of the Acquisition.
The Acquisition will be subject to the Conditions and certain further terms
set out in Appendix 1 to this announcement, including, among other things:
(a) the approval of Scheme Shareholders at the Court Meeting and the passing
of the Resolutions to be proposed at the General Meeting; (b) the CMA
confirming in response to a briefing note that it has no further questions or,
alternatively, CMA approval; (c) the sanction of the Scheme by the Court; and
(d) the Scheme becoming Effective no later than the Long Stop Date. In order
to become Effective, the Scheme must be approved by a majority in number of
Scheme Shareholders present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting representing at least 75% in value of
the Scheme Shares voted by such holders.
The Scheme Document will include full details of the Scheme, together with an
explanatory statement providing details of the Acquisition, and the notices
convening the Court Meeting and the General Meeting. The Scheme Document will
also contain the expected timetable of the Acquisition and will specify the
necessary actions to be taken by NMR Shareholders. The Scheme Document will be
sent to NMR Shareholders within 28 days of the date of this announcement (or
such later date as NMR, ABF and the Panel agree).
3 Background to and reasons for the Acquisition
AB Agri actively looks to add new, complementary capabilities through M&A
and has a track record of successfully acquiring businesses. NMR's business is
well aligned with AB Agri's objective of supporting customers across the dairy
industry, helping to drive efficiency and increase productivity. NMR provides
complementary services and technology offerings to AB Agri's existing
operations across the dairy supply chain, and AB Agri believes that a
combination will enable a better service to the dairy industry, initially in
the UK, offering products that deliver increased value, efficiency and
ultimately profitability for farmers. AB Agri is excited about NMR becoming
part of the broader group and believes that the Acquisition will allow NMR to
accelerate and de-risk the delivery of its strategy, as well as creating
greater opportunities for NMR's customers, employees and wider stakeholders.
4 Background to and reasons for the recommendation
of the Acquisition
The NMR Directors believe that NMR is the leading agri-tech supplier of
management information and testing services to the UK dairy supply chain. NMR
has, in recent years, implemented several significant initiatives which
streamlined its business to allow it to focus on the services required by both
the milk production supply base and the milk processing sector of the UK dairy
industry. NMR now has a highly respected and unique position as the only
business carrying out Payment Testing within the industry. This current
footprint and lean infrastructure have resulted in significant cash-generation
and delivery of good profit levels.
NMR's success has largely been driven by working collaboratively with the key
players in each sector, such as milk processors, retailers, vets and
third-party suppliers to UK dairy farmers. NMR demonstrated its versatility
and robustness with a swift recovery from the impact of the Covid-19 pandemic,
and more recently has developed a leading genomics laboratory which enables
the launch of the novel GenoCells testing service. This exclusive technology
is a significant step forward in testing individual cows for somatic cells, an
early indication of mastitis infection.
NMR's business continues to differentiate itself by developing new products
and making investments into alternative technologies to align itself with the
growing emphasis in the dairy market on sustainability and the mitigation of
the environmental impact of dairy food production. The UK dairy supply chain
is currently stepping very much onto the front foot in an extremely proactive
drive to prove its credentials in terms of carbon reduction and ultimately
carbon neutrality. NMR's services and data are central to the achievement of
that aim.
NMR's unaudited results for the six-month period ended 31 December 2022 show
the continued strategic progress that has been made and, accordingly, the NMR
Board remains confident in NMR's future prospects as an independent listed
company and its ability to deliver sustainable value for all stakeholders over
the medium to long-term. However, these prospects, by their forward-looking
nature, involve future risk and uncertainty and the NMR Board has therefore
taken into account the offer from ABF which would provide NMR Shareholders
with an immediate realisation of this future value in cash.
In that context, the NMR Board did not solicit an offer for NMR from ABF.
Following a period of dialogue, the NMR Board received an indicative proposal
from ABF of 215 pence per share and decided to engage in discussions with ABF
to facilitate its due diligence, which have resulted in this announcement of
the Acquisition.
The NMR Board has also consulted with certain of NMR's significant
shareholders who have demonstrated their support for the Acquisition - this is
evidenced by their provision of irrevocable undertakings and reasonable
endeavours undertakings to support the Acquisition in respect of, in aggregate
(when added to those irrevocable undertakings given by the NMR Directors
themselves), 14,552,006 NMR Shares representing approximately 68.51% of the
NMR Shares in issue as the Last Practicable Date.
The NMR Directors believe that the Acquisition will provide additional
resources and support to deliver scale to NMR's business, including GenoCells
in the UK and the US, whilst also providing complementary expertise,
technologies and actionable insights to NMR's existing and prospective
customers - including UK dairy farmers, milk processors and retailers.
Having given due consideration to ABF's intentions in relation to NMR's
employees, the NMR Directors also believe that NMR's workforce will benefit
from enhanced future employment opportunities within the enlarged ABF Group.
The NMR Directors also welcome ABF's statements that it has no current plans
to make any changes to the location of NMR's places of business, headquarters
and headquarter functions following the Scheme becoming Effective, and that,
following the Effective Date, the existing contractual and statutory
employment rights, including pensions rights, of all management and employees
of NMR will be fully safeguarded, and that ABF does not intend to make any
material change in their conditions of employment. The NMR Directors note and
agree with ABF's other stated intentions in respect of the business,
management, employees, pension schemes and other stakeholders of NMR.
In considering the financial terms of the Acquisition and determining whether
they value NMR and its prospects appropriately, the NMR Board has taken into
account a number of factors, including but not limited to, the following:
● the Acquisition reflects the strength of the NMR business and its medium-term
future prospects, and provides an opportunity for NMR Shareholders to
crystallise, in cash, the value of their investments on fair and reasonable
financial terms which incorporate the potential for future value creation and
provide certainty when weighed against the inherent uncertainty of the
delivery of future value;
● the Acquisition provides an answer to the problem of the current illiquidity
of NMR Shares and the relatively small size of the Company as a quoted entity,
both of which limit attractiveness of the stock to institutional investors,
despite the attractions of the underlying business. The alternatives, such as
moving to a new trading platform such as AIM, does not on its own solve this
underlying mismatch of scale, illiquidity and public company status;
● the Offer Price of 215 pence per NMR Share represents an attractive premium of
87.0% to the Closing Price of 115.0 pence per NMR Share on 05 June 2023, the
Last Practicable Date; and
● the Offer Price represents a premium of 94.6% to the VWAP of an NMR Share of
110.5 pence for the three month period ended on the Last Practicable Date, and
a premium of 85.6% to the VWAP of an NMR Share of 115.9 pence for the six
month period ended on the Last Practicable Date.
Following careful consideration of both the financial terms of the Acquisition
and ABF's plans for the NMR business under ABF's ownership, the NMR Board has
determined that the Acquisition is in the best interests of NMR and NMR
Shareholders as a whole.
5 Recommendation
The NMR Directors, who have been so advised by Canaccord Genuity as to the
financial terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing advice to the NMR Directors, Canaccord
Genuity has taken into account the commercial assessments of the NMR
Directors. Canaccord Genuity is providing independent financial advice to the
NMR Directors for the purpose of Rule 3 of the Code.
Accordingly, the NMR Directors unanimously intend to recommend that the NMR
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer), as all the NMR Directors holding NMR Shares
have irrevocably undertaken to do in respect of their own beneficial holdings
of 284,792 NMR Shares (representing, in aggregate, approximately 1.34% of the
Scheme Shares in issue on the Last Practicable Date).
6 Irrevocable undertakings
In addition to the irrevocable undertakings from the NMR Directors referred to
in paragraph 5 above, ABF has received irrevocable undertakings from certain
other NMR Shareholders to vote in favour of the Scheme at the Court Meeting
and the Resolutions to be proposed at the General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer) in respect of 14,072,334 NMR Shares,
representing approximately 66.25% of the NMR Shares in issue as the Last
Practicable Date.
In addition, ABF has received an undertaking to act on a reasonable endeavours
basis to vote in favour of the Scheme at the Court Meeting and the Resolutions
to be proposed at the General Meeting (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure acceptance of
the Takeover Offer) in respect of 194,880 NMR shares (representing, in
aggregate, approximately 0.92% of the NMR Shares in issue on the Last
Practicable Date).
Consequently, ABF has received irrevocable undertakings and reasonable
endeavours undertakings in respect of approximately 14,552,006 NMR Shares,
representing approximately 68.51% of the NMR Shares in issue as the Last
Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix 3
to this announcement.
7 Information on ABF and AB Agri
The ABF Group is a diversified international food, ingredients and retail
group with 132,000 employees in 53 countries. ABF has a premium listing on the
Main Market of the London Stock Exchange and has a market capitalisation of
some £14 billion with a net cash position of circa £0.6 billion.
AB Agri is ABF's international agri-food business and a leader in the UK
agricultural sector. AB Agri occupies a key position in the food supply
chain, with a presence in more than 80 countries, employing over 3,000 people
internationally. AB Agri supplies a wide range of animal feed, supplements
and specialist ingredients, and provides value-added services and expertise to
farmers, feed and food manufacturers and retailers. It operates at the heart
of the agricultural industry and its vision centres around working with its
customers to produce high-quality, affordable, safe and responsibly sourced
food products. AB Agri has an established position in the UK dairy industry,
working with over 2,000 UK dairy farms.
Further details in relation to ABF and AB Agri will be contained in the Scheme
Document.
8 Information on NMR
The NMR Directors believe that NMR is the leading agri-tech supplier of
management information and testing services to the UK dairy supply chain,
developing technology used to inform farming efficiency and animal welfare,
and quantify food provenance. NMR regularly collects a milk sample from
virtually every dairy farm in Great Britain, positioning it as a highly
respected and present voice across the breadth of the national dairy sector.
NMR's success has been largely driven by strong collaborative relationships
with key industry players, including dairy farmers, vets, milk processors,
third party suppliers, and major retailers.
NMR provides milk recording and testing services, invoicing upwards of 3,000
farms every month. In addition, NMR provides milk payment testing services to
the majority of the UK's milk processors. Through its laboratories, NMR also
provides disease testing services for individual animals and whole herd
analysis. NMR continues to differentiate itself by developing new products and
services and investing in alternative technologies, notably genomics and
GenoCells.
In delivering its services, NMR has been working to help reduce carbon
emissions per litre of milk whilst maintaining overall milk yields. This
objective aligns with the aims of the UK dairy supply chain, which continues
to be proactive in its drive to prove its carbon reduction and carbon
neutrality credentials. NMR's services and data are central to achieving that
aim.
9 NMR Share Schemes
Participants in the NMR Share Schemes will be contacted regarding the effect
of the Acquisition on their rights under the NMR Share Schemes and appropriate
proposals in accordance with Rule 15 of the Code will be made to such
participants in due course.
Details of these proposals will be set out in the Scheme Document and separate
Rule 15 proposal documentation.
10 Financing
The cash consideration payable to the NMR Shareholders under the terms of the
Acquisition will be financed by existing cash resources available to ABF.
Rothschild & Co, as financial adviser to ABF, is satisfied that sufficient
cash resources are available to ABF to enable it to satisfy in full the cash
consideration payable to NMR Shareholders under the terms of the Acquisition.
11 Governance, management, employees and locations of
business
ABF and AB Agri's strategic plans for NMR
ABF and AB Agri have a high regard for NMR's business and intend to support
the acceleration of their current strategy, with NMR benefiting from the
capabilities, scale and resources of AB Agri. ABF and AB Agri's intention is
for NMR to operate as part of AB Agri. The Acquisition will enable AB Agri and
NMR to enhance their proposition as a value-added partner for dairy farmers
and dairy processors, and to support the dairy industry, initially in the UK,
to deliver high-quality, responsibly sourced products as a key part of the
daily nutrition of millions of consumers.
Prior to the date of this announcement, ABF has been granted access to certain
due diligence information and NMR's senior management in order to undertake
customary confirmatory due diligence. Consequently, ABF has not yet had access
to sufficiently granular information to allow it to formulate a detailed
operational plan regarding the integration of NMR into the ABF Group.
Following the Effective Date and in the first six months of ownership, ABF
intends to initiate a review of the business and operations of NMR. While the
parameters of the review have not yet been finalised, ABF expects that it will
involve an evaluation of business expansion opportunities, development of
ideas for enhancing the enlarged ABF Group's proposition as a value-added
partner for dairy farmers and processors, an analysis of overlapping areas and
functions (in particular in corporate and support areas) and identification of
potential areas of overlap in the enlarged ABF Group's portfolio of real
estate and offices.
Employees and management
ABF values the skills and experience of NMR's management and employees and
believes that they will benefit from enhanced opportunities under the
ownership of AB Agri, given its broader activities and capabilities. ABF
confirms that, following the Effective Date, the existing contractual and
statutory employment rights of all of NMR Group's management and employees
will be fully safeguarded in accordance with applicable law.
ABF has not yet begun to carry out the review referred to above and
accordingly has not reached any conclusions or formulated any specific
intentions as to its likely outcome or made any decisions in relation to any
detailed actions that may be taken as a result of this review. ABF therefore
cannot be certain what impact there will be on the employment of, and the
balance of skills and functions of, or terms and conditions of employment of,
the management and employees of the enlarged ABF Group. However, any reduction
in headcount arising from integration is expected to be mainly in respect of
overlapping functions (principally corporate and support) and those functions
associated with NMR's status as a public listed company and is not expected to
be material. Any such reductions would be subject to appropriate consultation
with employees and employee representative bodies.
In addition, it is intended that, upon completion of the Acquisition, each of
the non-executive members of the NMR Board shall resign from their office as a
director of NMR.
ABF has not entered into and has not discussed any form of incentivisation
arrangements with members of NMR's management and will not have any such
discussions prior to the Effective Date. ABF intends to put in place
appropriate arrangements for NMR's management following completion of the
Acquisition.
Pensions
NMR does not operate or contribute to any defined benefit pension schemes in
respect of its employees. It does, however, operate certain defined
contribution pension schemes. ABF does not intend to make any changes to the
eligibility rules or contribution rates that currently apply under NMR's
defined contribution pension plans. ABF confirms that it will comply with all
applicable laws in connection with the provision of retirement benefits.
Locations of business, fixed assets, headquarters and research and development
Following the Acquisition, ABF intends that NMR will operate within AB Agri.
ABF does not intend to change the locations of NMR's laboratories, and no
change in the location of NMR's headquarters or headquarters function is
intended to be made in the 12 months following the Effective Date. ABF does
intend to assess, as part of the review referred to above, the most
appropriate locations for NMR's offices, in the light of AB Agri's and ABF's
existing property footprint. Where overlap or duplication are identified,
locations of business (including headquarters) may, in due course, be
consolidated, disposed or repurposed. No significant changes are intended by
ABF with respect to the deployment of NMR's fixed asset base.
ABF recognises the importance of research and development to NMR's ability to
provide industry leading solutions to its customers. ABF has no intention of
materially reducing NMR's level of expenditure on research and development.
Trading facilities
NMR Shares are currently traded on the AQSE Growth Market and, as set out in
paragraph 15 of this announcement, a request will be made to Aquis to cancel
trading in NMR's shares on the AQSE Growth Market, to take effect from or
shortly after the Effective Date. As stated in paragraph 15 of this
announcement, dealings in NMR Shares will be suspended prior to the Effective
Date and thereafter there will be no trading facilities in relation to NMR
Shares.
No statements in this section are "post-offer undertakings" for the purposes
of Rule 19.5 of the Code.
12 Offer-related Arrangements
Confidentiality Agreement
Pursuant to the Confidentiality Agreement, AB Agri undertook to keep, and to
procure that certain of their representatives keep information relating to the
NMR Group and/or to the Acquisition confidential, to use such information
solely for the agreed purposes in relation to the Acquisition and not to
disclose it to third parties (with certain exceptions). These confidentiality
obligations will remain in force until the earlier of: (a) completion of the
Acquisition by ABF or a member of the ABF Group; or (b) the date falling two
years after the date of the Confidentiality Agreement.
Co-operation Agreement
Pursuant to the Co-operation Agreement: (a) ABF and NMR have agreed to
co-operate to assist with the satisfaction of certain regulatory conditions;
(b) ABF has agreed to provide NMR with certain information for the purposes of
the Scheme Document and to otherwise assist with the preparation of the Scheme
Document; and (c) ABF and NMR have agreed certain arrangements in respect of
the NMR Share Schemes.
The Co-operation Agreement will terminate, among other things: (a) if the
Acquisition is withdrawn or lapses; (b) if prior to the Long Stop Date any
Condition becomes incapable of satisfaction; (c) if the NMR Directors withdraw
their recommendation of the Acquisition or if the NMR Directors recommend a
competing proposal; (d) if the Scheme does not become Effective in accordance
with its terms by the Long Stop Date; or (e) otherwise as agreed in writing
between ABF and NMR.
13 Structure of and conditions to the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement between NMR and the Scheme Shareholders
under Part 26 of the Companies Act, although ABF reserves the right to elect
(with the consent of the Panel) to implement the Acquisition by way of a
Takeover Offer as an alternative to the Scheme.
The effect of the Scheme is to provide for AB Agri to become the holder of the
entire issued and to be issued ordinary share capital of NMR. This is to be
achieved by the transfer of the Scheme Shares to AB Agri, in consideration for
which the Scheme Shareholders will receive the cash consideration payable
under the Scheme on the basis set out in paragraph 2 of this announcement.
To become Effective, the Scheme must be approved at the Court Meeting by a
majority in number of Scheme Shareholders present and voting (and entitled to
vote), either in person or by proxy, at the Court Meeting and who represent 75
per cent or more in value of the Scheme Shares voted by those Scheme
Shareholders. In respect of the approval of the Scheme, Scheme Shareholders
will be entitled to cast one vote for each Scheme Share held. The Scheme also
requires the Resolutions to be approved by the requisite majority of NMR
Shareholders at the General Meeting. It is expected that the General Meeting
will be held immediately after the Court Meeting. In respect of the
Resolutions to be proposed at the General Meeting, NMR Shareholders will be
entitled to cast one vote for each NMR Share held.
Once the necessary approvals have been obtained at the Court Meeting and the
General Meeting, and the other Conditions (save for the Condition set out at
paragraph 4 of Part A of Appendix 1) have been satisfied or, if applicable,
waived, the Scheme must be sanctioned by the Court (with or without
modification but subject to any modification being on terms reasonably
acceptable to ABF and NMR). The Scheme will only become Effective once a copy
of the Scheme Court Order is delivered to the Registrar of Companies for
registration.
The Acquisition is subject to the Conditions and further terms set out in
Appendix 1 to this announcement and to the full terms and conditions that
will be set out in the Scheme Document, including, among other things:
(a) the Scheme becoming Effective by 11.59 p.m. (London time) on the Long Stop
Date;
(b) the approval of the Scheme by a majority in number of Scheme Shareholders
present and voting (and entitled to vote), either in person or by proxy, at
the Court Meeting and who represent at least 75% in value of the Scheme Shares
voted by such holders;
(c) the passing of the Resolutions by the requisite majority at the General
Meeting;
(d) the CMA confirming in response to a briefing note that it has no further
questions or, alternatively, CMA approval;
(e) the sanction of the Scheme by the Court (without modification or with
modification on terms acceptable to ABF and NMR); and
(f) a copy of the Scheme Court Order is delivered to the Registrar of Companies.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting, the General Meeting (and the associated Forms of
Proxy) and the expected timetable. It will also specify the action to be taken
by Scheme Shareholders.
Subject to the satisfaction of the Conditions, the Scheme is expected to
become effective during Q3 2023.
Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and if they attended and voted, whether
or not they voted in favour) and the cash consideration payable under the
Scheme will be issued and despatched to Scheme Shareholders no later than 14
days after the Effective Date. Share certificates in respect of NMR Shares
will cease to be valid and entitlements to NMR Shares held within the CREST
system will be cancelled.
Any NMR Shares issued before the Scheme Record Time will be subject to the
terms of the Scheme. The Resolutions to be proposed at the General Meeting
will, among other matters, provide that the NMR Articles be amended to
incorporate provisions requiring any NMR Shares issued after the Scheme Record
Time (other than to AB Agri or its nominee(s)) to be automatically transferred
to AB Agri on the same terms as the Acquisition (other than terms as to
timings and formalities). The provisions of the NMR Articles (as amended) will
avoid any person (other than AB Agri or its nominee(s)) holding NMR Shares
after the Effective Date.
If the Scheme does not become Effective on or before the Long Stop Date, it
will lapse and the Acquisition will not proceed (unless the Panel otherwise
consents). The deadlines for the timing of the Court Meeting, the General
Meeting and the Court hearing to approve the Scheme may be waived by ABF, and
the Long Stop Date may be extended by agreement between ABF and NMR.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court and the applicable requirements of the Code, the
Panel, the Aquis Rules, and the FCA.
14 Right to switch to a Takeover Offer
ABF reserves the right to elect (with the consent of the Panel) to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In
such event, the Acquisition will be implemented on substantially the same
terms, so far as applicable, as those which would apply to the Scheme, subject
to appropriate amendments to reflect the change in method of effecting the
Acquisition.
Further, in such circumstances, if sufficient acceptances of the Takeover
Offer are received and/or sufficient NMR Shares are otherwise acquired, it is
the intention of ABF to apply the provisions of Chapter 3 of Part 28 of the
Companies Act to acquire compulsorily the remaining NMR Shares in respect of
which the Takeover Offer has not been accepted.
15 Cancellation of admission to trading on the AQSE Growth Market and
re-registration as a private limited company
It is intended that dealings in NMR Shares will be suspended on or shortly
before the Effective Date at a time to be set out in the Scheme Document. It
is further intended that an application will be made to Aquis for the
cancellation of admission to trading of NMR Shares on the AQSE Growth Market,
with effect from or shortly after the Effective Date.
The last day of dealing in NMR Shares on the AQSE Growth Market is currently
expected to be the Business Day immediately prior to the Effective Date and it
is currently intended that no transfers will be registered after 6.00 p.m. on
that date.
Share certificates in respect of NMR Shares will cease to be valid and should
be destroyed on the Effective Date. In addition, entitlements held within
CREST to NMR Shares will be cancelled on the Effective Date.
It is ABF's intention that, in due course and following the cancellation of
admission to trading on the AQSE Growth Market, NMR will be re-registered as a
private limited company.
15 Disclosure of Interests
As at the Last Practicable Date, neither ABF, nor any of its directors, nor,
so far as ABF is aware, any person acting in concert (within the meaning of
the Code) with ABF has:
● any interest in, or right to subscribe for, any NMR Shares nor does any such
person have any short position in any NMR Shares, including any short
positions under a derivative, any agreement to sell, any delivery obligation
or right to require another person to purchase or take delivery of any NMR
Shares;
● borrowed or lent any NMR Shares or entered into any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code
relating to any NMR Shares; or
● is party to any dealing arrangement of the kind referred to in Note 11 on the
definition of acting in concert in the Code in relation to any NMR Shares.
"Interests in securities" for these purposes and within the meaning of the
Code arise, in summary, when a person has long economic exposure, whether
absolute or conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as interested in
those securities). In particular, a person will be treated as having an
'interest' by virtue of the ownership, voting rights or control of securities,
or by virtue of any agreement to purchase, option in respect of, or derivative
referenced to, securities.
16 Documents available for inspection
Copies of the following documents are available, or will be made available
promptly and by no later than 12 noon (London time) on the Business Day
following the date of this announcement, on www.nmr.co.uk/investors
(http://www.nmr.co.uk/investors) and www.abf.co.uk/investors
(http://www.abf.co.uk/investors) subject to certain restrictions relating to
persons resident in Restricted Jurisdictions:
(a) this announcement
(b) the irrevocable undertakings listed in Appendix 3;
(c) the consent letters from each of Canaccord Genuity and Rothschild & Co
referred to in paragraph 19 below;
(d) the Confidentiality Agreement; and
(e) the Co-operation Agreement.
For the avoidance of doubt, the contents of any website referred to in this
announcement, and the contents of any other website accessible from hyperlinks
on such websites are not incorporated into and do not form part of this
announcement.
17 Overseas shareholders
The availability of the Acquisition and the distribution of this announcement
to NMR Shareholders who are not resident in the UK may be affected by the laws
of the relevant jurisdiction in which they are located. Such persons should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. NMR Shareholders who are in any doubt
regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any securities or
an offer or an invitation to purchase any securities. NMR Shareholders are
advised to read carefully the Scheme Document and related Forms of Proxy once
they have been despatched.
Further information for NMR Shareholders resident, or located, in overseas
jurisdictions will be set out in the Scheme Document.
18 General
In deciding whether or not to vote (or procure votes) to approve the Scheme at
the Court Meeting or to vote (or procure votes) in favour of the Resolutions
to be proposed at the General Meeting in respect of their NMR Shares, NMR
Shareholders should rely solely on the information contained, and follow the
procedures described, in the Scheme Document.
It has not been practicable for ABF to make enquiries of all of their concert
parties in advance of the release of this announcement. Therefore, if ABF
becomes aware, following the making of such enquiries, that any of its concert
parties have any additional interests in the relevant securities of NMR, all
relevant details in respect of ABF's concert parties will be included in their
opening position disclosure in accordance with Rule 8 of the Code, which shall
be made on or before 12 noon (London time) on the 10th Business Day following
the date of this announcement.
The Acquisition will be made on the terms and subject to the Conditions and
further terms set out in Appendix 1 to this announcement and the full terms
and conditions to be set out in the Scheme Document. The bases and sources of
certain information contained in this announcement are set out in Appendix 2.
Appendix 3 contains the details of the irrevocable undertakings received by
ABF in relation to the Acquisition. Certain terms used in this announcement
are defined in Appendix 4.
The Scheme Document will include full details of the Scheme, together with an
explanatory statement providing details of the Acquisition, and the notices
convening the Court Meeting and the General Meeting. The Scheme Document will
also contain the expected timetable of the Acquisition and will specify the
necessary actions to be taken by NMR Shareholders. The Scheme Document will be
sent to NMR Shareholders within 28 days of the date of this announcement (or
such later date as NMR, ABF and the Panel agree).
The NMR Directors are responsible for arranging this announcement on behalf of
NMR. The ABF Directors are responsible for arranging this announcement on
behalf of ABF. The LEI of NMR is 213800WRKB3WOUGNGN83.
Each of Canaccord Genuity and Rothschild & Co has given and not withdrawn
its consent to the inclusion in this announcement of references to its name in
the form and context in which they appear.
IMPORTANT NOTICES
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation or the solicitation of an offer to purchase or subscribe for any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made
solely pursuant to the terms of the Scheme Document, which will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only on the basis of
the information contained in the Scheme Document.
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 legal or
regulatory requirements. In particular, the ability of persons who are not
resident in the United Kingdom to vote their NMR Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person. This
announcement has been prepared for the purposes of complying with English law
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 of jurisdictions outside the United Kingdom. This announcement
does not constitute a prospectus or prospectus equivalent document.
The Scheme Document (including notices of the Court Meeting and the General
Meeting), together with the relevant Forms of Proxy, will be published as soon
as practicable and in any event within 28 days of this announcement (unless
otherwise agreed with the Panel).
ABF and NMR encourage NMR Shareholders to read the Scheme Document (or any
further documentation published in connection with the Acquisition) carefully
when it becomes available because it will contain important information in
relation to the Acquisition. Any response in relation to the Acquisition
should be made only on the basis of the information contained in the Scheme
Document.
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
it in or into or from any Restricted Jurisdiction. If the Acquisition is
implemented by way of Takeover Offer (unless otherwise permitted by applicable
law or regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.
The Acquisition relates to securities in a non-US company registered in
England and Wales trading on the AQSE Growth Market, and is subject to the
disclosure requirements, rules and practices applicable to companies trading
in the United Kingdom, which differ from those of the United States in certain
material respects. This document has been prepared in accordance with UK style
and practice for the purpose of complying with the laws of England and Wales,
the Code and the Aquis Rules. US shareholders should read this entire
document. Accordingly, the Acquisition will be subject to disclosure and other
procedural requirements that are different from those applicable under US
domestic tender offer procedures. US shareholders should note that NMR is not
listed on an American securities exchange, subject to the periodic reporting
requirements of the US Exchange Act or required to, and does not, file any
reports with the SEC thereunder.
It may be difficult for US shareholders to enforce certain rights and claims
arising in connection with the Acquisition under US federal securities laws
since NMR is located outside the United States and its officers and most of
its directors reside outside the United States. It may not be possible to sue
a non-US company or its officers or directors in a non-US court for violations
of US securities laws. It also may not be possible to compel a non-US company
or its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice, ABF or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase NMR Shares, other than pursuant to the Acquisition,
until the date on which the Scheme (or Takeover Offer, if applicable) becomes
effective, lapses or is otherwise withdrawn. These purchases may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the UK and will be reported to a regulatory information service.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) at www.nmr.co.uk/investors
(http://www.nmr.co.uk/investors) and www.abf.co.uk/investors
(http://www.abf.co.uk/investors) by no later than 12 noon (London time) on 07
June 2023 (being the Business Day following the date of this announcement).
The content of the websites referred to in this announcement is not
incorporated into and does not form part of this announcement.
Requesting Hard Copy Documents
In accordance with Rule 30.3 of the Code, NMR Shareholders and persons with
information rights may request a hard copy of this announcement by contacting
NMR's registrars, Equiniti Limited on +44 (0)371 384 2050 or by submitting a
request in writing at Equiniti Limited, Aspect House, Spencer Road, Lancing
West Sussex BN99 6DA. Lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays). Calls are charged
at the standard geographical rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable international
rate. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, NMR confirms that, as at the close of
business on 05 June 2023 (being the last Business Day prior to the date of
this announcement), it had in issue 21,239,702 NMR Shares, which are in issue
and admitted to trading on the AQSE Growth Market. The International
Securities Identification Number (ISIN) of the NMR Shares is GB00B5TWCQ18.
Other 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. 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 the offeree company. 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. Relevant persons who deal in the relevant securities of the offeree
company 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. 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
the offeree company, 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, 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 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
+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.
Disclaimers
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for NMR and no one else in connection with the Acquisition and
will not be responsible to anyone other than NMR for providing the protections
afforded to clients of Canaccord Genuity nor for providing advice in relation
to the Acquisition or any other matters referred to in this announcement.
Neither Canaccord Genuity 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 Canaccord Genuity in connection with this announcement, any
statement contained herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for ABF and no one else in connection with the
Acquisition and will not be responsible to anyone other than ABF for providing
the protections afforded to clients of Rothschild & Co nor for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this
announcement, any statement contained herein or otherwise.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Forward-looking Statements
This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by ABF and NMR) may contain certain forward-looking
statements with respect to the financial condition, results of operations and
business of ABF and/or NMR and certain plans and objectives of ABF and/or NMR
with respect thereto. These forward-looking statements can be identified by
the fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", or other words of
similar meaning. These statements are based on assumptions and assessments
made by ABF and/or NMR in the light of their experience and their perception
of historical trends, current conditions, future developments and other
factors they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. 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 undue reliance
on these forward-looking statements which speak only as at the date of this
document. Neither ABF nor NMR 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.
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
combinations or dispositions.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Appendix 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
Part A
Conditions to the Scheme and the Acquisition.
1 The Acquisition will be conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the provisions of the Code, on or before the
Long Stop Date or such later date (if any) as ABF and NMR may, with the
consent of the Panel, agree and (if required) the Court may approve.
Scheme approval
The Scheme will be conditional upon:
2 (i) approval of the Scheme by a majority in number representing not less than
75% of the voting rights attaching to the Scheme Shares held by those Scheme
Shareholders (or the relevant class or classes thereof) who are on the
register of members of NMR at the Voting Record Time, present and voting,
either in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court or at any adjournment of any such
meetings; and (ii) the Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date (if any) as ABF and NMR may agree
with the consent of the Panel (if required) and the Court may allow);
3 (i) all Resolutions necessary to approve and implement the Scheme being duly
passed by the requisite majority at the General Meeting or at any adjournment
thereof; and (ii) the General Meeting being held on or before the 22nd day
after the expected date of the General Meeting to be set out in the Scheme
Document in due course (or such later date (if any) as ABF and NMR may agree
with the consent of the Panel (if required) and the Court may allow); and
4 (i) the sanction of the Scheme by the Court (without modification, or with
modification on terms acceptable to ABF and NMR) and the delivery of a copy of
the Scheme Court Order to the Registrar of Companies for registration; and
(ii) the Scheme Court Hearing being held on or before the 22nd day after the
expected date of the Scheme Court Hearing to be set out in the Scheme Document
in due course (or such later date (if any) as ABF and NMR may agree with the
consent of the Panel (if required) and the Court may allow).
General conditions
In addition, subject as stated in Part B below and to the requirements of the
Panel, the Acquisition will be conditional upon the following matters set out
in this Part A of Appendix 1 and, accordingly, the necessary actions to make
the Scheme Effective will not be taken unless such conditions (as amended if
appropriate) have been satisfied, or, where relevant, waived:
Official authorisations, regulatory clearances and third party clearances
5 one of the following having occurred:
5.1 by the time of the sanction of the Scheme by the Court, and following the
submission of a Briefing Paper to the CMA's Mergers Intelligence Unit in
connection with the Acquisition, the CMA has responded to the Briefing Paper
to indicate that it does not require any further information, and has not
commenced a Phase 1 Investigation; or
5.2 where the CMA has commenced a Phase 1 Investigation following the submission
of the Briefing Paper:
(a) the CMA has announced that it has decided not to make a Phase 2 Reference; or
(b) (in accordance with section 73(2) of the Enterprise Act 2002, the CMA has
formally accepted undertakings in lieu of a Phase 2 Reference.
6 the waiver (or non-exercise within any applicable time limits) by any Third
Party of any termination right, right of pre-emption, first refusal or similar
right (which is material in the context of the Wider NMR Group taken as a
whole) arising as a result of or in connection with the Acquisition including,
without limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control or
management of, NMR by ABF or any member of the Wider ABF Group;
7 all necessary filings or applications having been made in connection with the
Acquisition and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Acquisition or the
acquisition by any member of the Wider ABF Group of any shares or other
securities in, or control of, NMR and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals reasonably deemed necessary or
appropriate by ABF or any member of the Wider ABF Group for or in respect of
the Acquisition including without limitation, its implementation and financing
or the proposed direct or indirect acquisition of any shares or other
securities in, or control of, NMR or any member of the Wider NMR Group by any
member of the Wider ABF Group having been obtained in terms and in a form
satisfactory to ABF from all appropriate Third Parties or persons with whom
any member of the Wider NMR Group has entered into contractual arrangements
and all such material authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals necessary or appropriate to carry on the business of
any member of the Wider NMR Group which is material in the context of the ABF
Group or the NMR Group as a whole or of the financing of the Acquisition
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time at which the Acquisition
becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
8 no Third Party having given notice of a decision to take, institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference
(and, in each case, not having withdrawn the same), or having enacted, made or
proposed any statute, regulation, decision or order, or change to published
practice or having taken any other steps, and there not continuing to be
outstanding any statute, regulation, decision or order, which in each case
would or would reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or materially alter the
terms envisaged for any proposed divestiture by any member of the Wider ABF
Group or any member of the Wider NMR Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof
which, in any such case, is material in the context of the Wider ABF Group or
the Wider NMR Group in either case taken as a whole;
(ii) require, prevent or materially delay the divestiture by any member of the
Wider ABF Group of any shares or other securities in NMR;
(iii) impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider ABF Group directly or indirectly to acquire
or to hold or to exercise effectively any rights of ownership in respect of
shares or loans or securities convertible into shares or any other securities
(or the equivalent) in any member of the Wider NMR Group or the Wider ABF
Group or to exercise voting or management control over any such member;
(iv) otherwise adversely affect the business, assets, profits or prospects of any
member of the Wider ABF Group or of any member of the Wider NMR Group to an
extent which is material in the context of the Wider ABF Group or the Wider
NMR Group in either case taken as a whole;
(v) make the Acquisition, its implementation or the acquisition or proposed
acquisition by ABF or any member of the Wider ABF Group of any shares or other
securities in, or control of NMR void, illegal, and/or unenforceable under the
laws of any jurisdiction, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or impose
additional conditions or obligations with respect thereto;
(vi) require any member of the Wider ABF Group or the Wider NMR Group to offer to
acquire any shares or other securities (or the equivalent) or interest in any
member of the Wider NMR Group or the Wider ABF Group owned by any third party;
(vii) impose any limitation on the ability of any member of the Wider NMR Group to
co-ordinate its business, or any part of it, with the businesses of any other
members which is adverse to and material in the context of the Wider NMR Group
taken as a whole or in the context of the Acquisition; or
(viii) result in any member of the Wider NMR Group ceasing to be able to carry on
business under any name under which it presently does so, and all applicable
waiting and other time periods (including any extensions thereof) during which
any such Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other step under
the laws of any jurisdiction in respect of the Acquisition or the acquisition
or proposed acquisition of any NMR Shares having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement, agreement etc.
9 save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider NMR Group
is a party or by or to which any such member or any of its assets may be
bound, entitled or subject, or any circumstance which in consequence of the
Acquisition or the proposed acquisition of any shares or other securities (or
equivalent) in NMR or because of a change in the control or management of NMR
or otherwise, could or would reasonably result in any of the following, to an
extent which is material and adverse in the context of the Wider NMR Group, or
the Wider ABF Group, in either case taken as a whole, or in the context of the
Acquisition:
(i) any moneys borrowed by or any other indebtedness or liabilities (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or instrument or the rights,
liabilities, obligations or interests of any such member thereunder being
terminated or adversely modified or affected or any obligation or liability
arising or any action being taken or arising thereunder;
(iii) any asset or interest of any such member being or failing to be disposed of or
charged or ceasing to be available to any such member or any right arising
under which any such asset or interest could be required to be disposed of or
charged or could cease to be available to any such member otherwise than in
the ordinary course of business;
(iv) other than in the ordinary course of business, the creation or enforcement of
any mortgage, charge or other security interest over the whole or any part of
the business, property, assets or interest of any such member;
(v) the rights, liabilities, obligations or interests of any such member, or the
business of any such member with, any person, firm, company or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading position or prospects
being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name under
which it presently does so; or
(viii) the creation or acceleration of any liability, actual or contingent, by any
such member (including any material tax liability or any obligation to obtain
or acquire any material Authorisation, notice, waiver, concession, agreement
or exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,
and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider NMR Group is a party or by or to which any such member or
any of its assets may be bound, entitled or subject, would or would reasonably
be expected to result in any of the events or circumstances as are referred to
in sub-paragraphs (i) to (viii) (inclusive) of this Condition, in each case to
the extent material in the context of the Wider NMR Group taken as a whole or
in the context of the Acquisition;
Certain events occurring since Last Accounts Date
10 save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider NMR Group
is a party or by or to which any such member or any of its assets may be
bound, entitled or subject, or any circumstance which in consequence of the
Acquisition or the proposed acquisition of any shares or other securities (or
equivalent) in NMR or because of a change in the control or management of NMR
or otherwise, could or would reasonably result in any of the following, to an
extent which is material and adverse in the context of the Wider NMR Group, or
the Wider ABF Group, in either case taken as a whole, or in the context of the
Acquisition:
(i) save as between NMR and wholly-owned subsidiaries of NMR or for NMR Shares
issued under or pursuant to the exercise of options and vesting of awards
granted under the NMR Share Schemes, issued or agreed to issue, or authorised
or proposed the issue of, additional shares of any class;
(ii) save as between NMR and wholly-owned subsidiaries of NMR or for the grant of
options and awards and other rights under the NMR Share Schemes, issued or
agreed to issue, authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
(iii) other than to another member of the NMR Group, prior to completion of the
Acquisition, recommended, declared, paid or made any dividend or other
distribution payable in cash or otherwise or made any bonus issue;
(iv) save for intra-NMR Group transactions, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or charged or
created any security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger, disposal,
transfer, mortgage, charge or security interest, in each case, other than in
the ordinary course of business and, in each case, to the extent which is
material in the context of the Wider NMR Group taken as a whole;
(v) save for intra-NMR Group transactions, made or authorised or proposed or
announced an intention to propose any change in its loan capital in each case,
to the extent which is material in the context of the Wider NMR Group taken as
a whole;
(vi) issued, authorised or proposed the issue of, or made any change in or to, any
debentures or (save for intra-NMR Group transactions), save in the ordinary
course of business, incurred or increased any indebtedness or become subject
to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own shares or other securities or reduced or, save in respect
to the matters mentioned in sub-paragraphs (i) or (ii) above, made any other
change to any part of its share capital in each case, to the extent which is
material in the context of the Wider NMR Group taken as a whole;
(viii) save for intra-NMR Group transactions, implemented, or authorised, proposed or
announced its intention to implement, any reconstruction, merger, demerger,
amalgamation, scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business;
(ix) entered into or varied or authorised, proposed or announced its intention to
enter into or vary any contract, transaction or commitment (whether in respect
of capital expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude or which involves or would reasonably be expected
to involve an obligation of such a nature or magnitude other than in the
ordinary course of business, in each case, to the extent which is material in
the context of the Wider NMR Group taken as a whole or in the context of the
Acquisition;
(x) (other than in respect of a member of the Wider NMR Group which is dormant and
was solvent at the relevant time) taken any corporate action or steps or had
any legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, to the extent which is material in the
context of the Wider NMR Group taken as a whole or in the context of the
Acquisition;
(xi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the Wider NMR Group or the Wider
ABF Group other than of a nature and extent which is normal in the context of
the business concerned;
(xii) waived or compromised any claim otherwise than in the ordinary course of
business which is material in the context of the Wider NMR Group taken as a
whole;
(xiii) made any material alteration to its articles of association;
(xiv) been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(xv) entered into any contract, commitment, arrangement or agreement otherwise than
in the ordinary course of business or passed any resolution or made any offer
(which remains open for acceptance) with respect to or announced any intention
to, or proposed to, effect any of the transactions, matters or events referred
to in this Condition 11;
(xvi) made or agreed or consented to any change to:
(a) the terms of the trust deeds constituting the pension scheme(s) established by
any member of the Wider NMR Group for its directors, employees or their
dependents, including the NMR Group Personal Pension Plan;
(b) the contributions payable to any such scheme(s) or to the benefits which
accrue or to the pensions which are payable thereunder;
(c) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such pension
schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider NMR
Group taken as a whole or in the context of the Acquisition;
(xvii) proposed, agreed to provide or modified the terms of any of the NMR Share
Schemes or other benefit constituting a material change relating to the
employment or termination of employment of a material category of persons
employed by the Wider NMR Group or which constitutes a material change to the
terms or conditions of employment of any senior employee of the Wider NMR
Group, save as agreed by the Panel (if required) and by ABF, or entered into
or changed the terms of any contract with any director or senior executive;
(xviii) taken (or agreed or proposed to take) any action which requires, or would
require, the consent of the Panel or the approval of NMR Shareholders in
general meeting in accordance with, or as contemplated by, Rule 21.1 of the
Code;
(xix) entered into or varied in a material way the terms of, any contracts,
agreement or arrangement with any of the directors or senior executives of any
members of the Wider NMR Group; or
(xx) waived or compromised any claim which is material in the context of the Wider
NMR Group taken as a whole, otherwise than in the ordinary course;
No adverse change, litigation or regulatory enquiry
11 save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider NMR Group which, in any such case, is
material in the context of the Wider NMR Group taken as a whole and no
circumstances have arisen which would or would reasonably be expected to
result in such adverse change or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings
to which any member of the Wider NMR Group is or may become a party (whether
as a plaintiff, defendant or otherwise) and no enquiry, review or
investigation by, or complaint or reference to, any Third Party or other
investigative body against or in respect of any member of the Wider NMR Group
having been instituted, announced, implemented or threatened by or against or
remaining outstanding in respect of any member of the Wider NMR Group which in
any such case has had or would reasonably be expected to have a material
adverse effect on any member of the Wider NMR Group taken as a whole or in the
context of the Acquisition;
(iii) no contingent or other liability of any member of the Wider NMR Group having
arisen or become apparent to ABF or increased which has had or would
reasonably be expected to have a material adverse effect on any member of the
Wider NMR Group taken as a whole, or in the context of the Acquisition;
(iv) no enquiry or investigation by, or complaint or reference to, any Third Party
having been threatened, announced, implemented, instituted by or remaining
outstanding against or in respect of any member by or the Wider NMR Group
which in any case is material in the context of the Wider NMR Group taken as a
whole;
(v) no member of the Wider NMR Group having conducted its business in breach of
any applicable laws and regulations and which is material in the context of
the Wider NMR Group as a whole or material in the context of the Acquisition;
and
(vi) no steps having been taken which are likely to result in the withdrawal,
cancellation, termination or modification of any licence or permit held by any
member of the Wider NMR Group which is necessary for the proper carrying on of
its business and the withdrawal, cancellation, termination or modification of
which has had, or would reasonably be expected to have, a material adverse
effect on the Wider NMR Group taken as a whole;
No discovery of certain matters
12 save as Disclosed, ABF not having discovered:
(i) that any financial, business or other information concerning the Wider NMR
Group as contained in the information publicly disclosed at any time by or on
behalf of any member of the Wider NMR Group is materially misleading, contains
a material misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not subsequently corrected
before the date of this announcement by disclosure either publicly or
otherwise to ABF or its professional advisers, in each case, to the extent
which is material in the context of the Wider NMR Group taken as a whole;
(ii) that any member of the Wider NMR Group or partnership, company or other entity
in which any member of the Wider NMR Group has a significant economic interest
and which is not a subsidiary undertaking of NMR, is subject to any liability
(contingent or otherwise), other than in the ordinary course of business and
in each case, to the extent which is material in the context of the Wider NMR
Group taken as a whole or in the context of the Acquisition; or
(iii) any information which affects the import of any information Disclosed at any
time by or on behalf of any member of the Wider NMR Group and which is
material in the context of the Wider NMR Group taken as a whole or in the
context of the Acquisition;
13 save as Disclosed, ABF not having discovered that:
(i) any past or present member of the Wider NMR Group has failed to comply with
any and/or all applicable legislation or regulation, of any jurisdiction with
regard to the use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health or animal
health or otherwise relating to environmental matters or the health and safety
of humans, or that there has otherwise been any such use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
any of which storage, carriage, disposal, spillage, release, discharge, leak
or emission would be likely to give rise to any liability (actual or
contingent) or cost on the part of any member of the Wider NMR Group and which
is material in the context of the Wider NMR Group taken as a whole;
(ii) there is, or is likely to be, for any reason whatsoever, any liability (actual
or contingent) of any past or present member of the Wider NMR Group to make
good, remediate, repair, reinstate or clean up any property or any controlled
waters now or previously owned, occupied, operated or made use of or
controlled by any such past or present member of the Wider NMR Group (or on
its behalf) or by any person for which a member of the Wider NMR Group is or
has been responsible, or in which any such member may have or previously have
had or be deemed to have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party and which is material
in the context of the Wider NMR Group taken as a whole or the Acquisition;
(iii) circumstances exist (whether as a result of the making of the Acquisition or
otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider ABF Group or any present or
past member of the Wider NMR Group would be likely to be required to
institute, an environmental audit or take any other steps which would in any
such case be reasonably likely to result in any liability (whether actual or
contingent) to improve, modify existing or install new plant, machinery or
equipment or carry out changes in the processes currently carried out or make
good, remediate, repair, re-instate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past or present
member of the Wider NMR Group (or on its behalf) or by any person for which a
member of the Wider NMR Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest
which is material in the context of the Wider NMR Group taken as a whole or
the Acquisition; or
(iv) circumstances exist whereby a person or class of persons would be likely to
have any claim or claims in respect of any product or process of manufacture
or materials used therein currently or previously manufactured, sold or
carried out by any past or present member of the Wider NMR Group which claim
or claims would be likely, materially and adversely, to affect any member of
the Wider NMR Group and which is material in the context of the Wider NMR
Group taken as a whole or the Acquisition;
Anti-corruption, economic sanctions, criminal property and money laundering
14 save as Disclosed, ABF not having discovered that:
(i) (A) any past or present member, director, officer or employee of the Wider NMR
Group is or has at any time engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption or anti-bribery
law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks or (B) any person that performs or
has performed services for or on behalf of the Wider NMR Group is or has at
any time engaged in any activity, practice or conduct in connection with the
performance of such services which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks;
(ii) any asset of any member of the Wider NMR Group constitutes criminal property
as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition) or proceeds of crime under any
other applicable law, rule, or regulation concerning money laundering or
proceeds of crime or any member of the Wider NMR Group is found to have
engaged in activities constituting money laundering under any applicable law,
rule, or regulation concerning money laundering;
(iii) any past or present member, director, officer or employee of the Wider NMR
Group or any person for whom any such person may be liable or responsible, is
or has engaged in any conduct which would violate applicable economic
sanctions or dealt with, made any investments in, made any funds or assets
available to or received any funds or assets from:
(a) any government, entity or individual in respect of which US, UK or European
Union persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US, UK or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HMRC; or
(b) any government, entity or individual targeted by any of the economic sanctions
of the United Nations, the United States, the United Kingdom, the European
Union or any of its member states, save that this shall not apply if and to
the extent that it is or would be unenforceable by reason of breach of any
applicable blocking law;
(iv) any past or present member, director, officer or employee of the Wider NMR
Group or any person for whom any such person may be liable or responsible:
(a) has engaged in conduct which would violate any relevant anti-terrorism laws,
rules, or regulations;
(b) has engaged in conduct which would violate any relevant anti-boycott law,
rule, or regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the U.S. Department of State;
(c) has engaged in conduct which would violate any relevant laws, rules, or
regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or
(d) is debarred or otherwise rendered ineligible to bid for or to perform
contracts for or with any government, governmental instrumentality, or
international organization or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement;
(v) any member of the Wider NMR Group is or has been engaged in any transaction
which would cause ABF to be in breach of any law or regulation upon its
Acquisition of NMR, including but not limited to the economic sanctions of the
United States Office of Foreign Assets Control, or HMRC, or any other relevant
government authority.
Part B
Waiver and Invocation of the Conditions
1 Subject to the requirements of the Panel and in accordance with the Code, ABF
reserves the right in its sole discretion to waive in whole or in part, all or
any of the conditions set out in Part A above, except Conditions 2(i), 3(i)
and 4(i) which cannot be waived. If any of the Conditions 2(ii), 3(ii) or
4(ii) are not satisfied by the relevant deadline specified in the relevant
Condition, ABF shall make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked the relevant
Condition, waived the relevant deadlines or agreed with NMR to extend the
relevant deadline.
2 Under Rule 13.5(a) of the Code and subject to paragraph 3 below, ABF may only
invoke a Condition so as to cause the Acquisition not to proceed, to lapse or
to be withdrawn with the consent of the Panel. The Panel will normally only
give its consent if the circumstances which give rise to the right to invoke
the Condition are of material significance to ABF in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. Conditions 2(i), 3(i) and 4(i),
and, if applicable, any acceptance condition if the Acquisition is implemented
by means of a Takeover Offer, are not subject to this provision of the Code.
3 If the Panel requires ABF to make a mandatory offer for NMR Shares under the
provisions of Rule 9 of the Code, ABF may make such alterations to the
Conditions and the terms of the Acquisition as are necessary to comply with
the provisions of that Rule.
Implementation by way of Takeover Offer
4 Subject to obtaining the consent of the Panel, ABF reserves the right to elect
to implement the Acquisition by way of a Takeover Offer as an alternative to
the Scheme.
5 In such event, such Takeover Offer will be implemented on the same terms and
conditions and conditions so far as applicable, as those which would apply to
the Scheme (subject to appropriate amendments, and an acceptance condition set
at up to 90% of the NMR Shares to which the Takeover Offer relates (or, with
the consent of the Panel, such lower percentage provided that if the Takeover
Offer became or was declared unconditional in all respects, it would result in
ABF holding NMR Shares carrying greater than 50% of the voting rights in
NMR)). Further, if sufficient acceptances of such Takeover Offer are received
and/or sufficient NMR Shares are otherwise acquired, it is the intention of
ABF to apply the provisions of the Companies Act to acquire compulsorily any
outstanding NMR Shares to which such Takeover Offer relates.
Certain further terms of the Acquisition
6 NMR Shares will be acquired by ABF fully paid and free from all liens,
charges, encumbrances and other third party rights of any nature whatsoever
and together with all rights attaching to them at the Effective Date,
including the right to receive and retain all dividends and distributions (if
any) declared, made or paid after the Acquisition becomes Effective.
7 If, on or after the date of this announcement and prior to the Effective Date,
any dividend, distribution or other return of value is declared, made or paid
by NMR or becomes payable in respect of the NMR Shares, ABF reserves the right
to reduce the consideration payable for each NMR Share under the terms of the
Acquisition by the amount per NMR Share of such dividend or distribution, or
other return of value, in which case any reference in this announcement to the
consideration payable under the terms of the Acquisition will be deemed to be
a reference to the consideration as so reduced. In such circumstances, NMR
Shareholders would be entitled to retain any such dividend, distribution or
return of value. Any exercise by ABF of its rights referred to in this
paragraph 7 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or variation of the
Acquisition.
8 To the extent that any such dividend or other distribution and/or other return
of capital announced, declared, paid or made is: (a) transferred pursuant to
the Acquisition on a basis which entitles ABF to receive the dividend or other
distribution and to retain it; or (b) cancelled, then in either case the
consideration payable in respect of the Acquisition will not be subject to
change and shall not be reduced in accordance with paragraph 7.
9 The Acquisition will be subject, among other things, to the Conditions and
certain further terms which are set out in this Appendix 1 and to the full
terms and conditions which will be set out in the Scheme Document and such
further terms as may be required to comply with the Aquis Rules and the
provisions of the Code.
10 Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
11 The Scheme will not become Effective unless the Conditions have been fulfilled
or (if capable of waiver) waived or, where appropriate determined by ABF to be
or remain satisfied by 11.59 p.m. (London time) on the Long Stop Date.
12 This announcement and any rights or liabilities arising hereunder are, and the
Acquisition, the Scheme, and any proxies will be, governed by English law and
will be subject to the jurisdiction of the courts of England and Wales. The
Scheme will be subject to the applicable requirements of the Code, the Panel,
the FCA, Acquis, and the Acquis Rules.
Appendix 2
BASES AND SOURCES
In this announcement:
1 As at the close of business on 05 June 2023, being the last Business Day prior
to this announcement, NMR had in issue 21,239,702 NMR Shares.
2 Unless otherwise stated, all prices and Closing Prices of NMR Shares are
closing middle market quotations derived from the website of Aquis.
3 The fully diluted share capital of NMR (being 22,316,226 NMR Shares) is
calculated on the basis of:
● the number of issued NMR Shares referred to in paragraph 1 above; and
● 1,076,524 NMR Shares which may be issued on or after the date of this
announcement on the exercise of options or vesting of awards granted or agreed
to be granted under the NMR Share Schemes.
4 Certain figures contained in this announcement have been subject to rounding
adjustments.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings from the NMR Directors
The NMR Directors holding NMR Shares have each given irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (and, if the Acquisition is subsequently
structured as a Takeover Offer, to accept the Takeover Offer) in respect of
the following NMR Shares:
Name of NMR Director Number of NMR Shares Percentage of the issued NMR Shares
Andy Warne 176,252 0.83%
Dr James Andrews 4,189 0.02%
Mark Frankcom 61,385 0.29%
Trevor Lloyd 42,966 0.20%
Total 284,792 1.34%
These irrevocable undertakings cease to be binding if:
1 the Scheme Document has not been posted within 28 days of the date of issue of
this announcement (or within such longer period as ABF, with the consent of
the Panel, determines);
2 the Panel consents to ABF not proceeding with the Acquisition;
3 the Scheme lapses or is withdrawn in accordance with its terms, or the Scheme
does not become effective on or before the Long Stop Date (other than in
circumstances where ABF has, prior to such date, elected to exercise its right
to proceed by way of a Takeover Offer and announced the same in accordance
with the requirements of paragraph 8 of Appendix 7 to the Code);
4 any competing offer for the issued and to be issued ordinary share capital of
NMR is made which is declared wholly unconditional (if implemented by way of a
Takeover Offer) or otherwise becomes effective (if implemented by way of a
Scheme); or
5 ABF announces (with the consent of the Panel) that it does not intend to make
or proceed with the Acquisition and no new, revised or replacement Takeover
Offer or Scheme is announced in accordance with Rule 2.7 of the Code at the
same time.
Irrevocable undertakings from certain NMR Shareholders
The following NMR Shareholders have each given irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (and, if the Acquisition is subsequently
structured as a Takeover Offer, to accept the Takeover Offer) in respect of
the following NMR Shares:
Name of NMR Shareholder Number of NMR Shares Percentage of the issued NMR Shares
High Street Partners, Ltd 2,974,783 14.01%
Working Capital Partners, Ltd 3,335,217 15.70%
Custodial Capital Management Limited 1,524,964 7.18%
ICM Investment Management Limited 117,370 0.55%
Livestock Improvement Corporation Limited 4,000,000(1) 18.83%
Genus plc 2,120,000 9.98%
Total 14,072,334 66.25%
(1) In addition, ABF has received an undertaking from Livestock Improvement
Corporation Limited to act on a reasonable endeavours basis to vote in favour
of the Scheme at the Court Meeting and the Resolutions to be proposed at the
General Meeting (or, in the event that the Acquisition is implemented by way
of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in
respect of 194,880 NMR shares (representing, in aggregate, approximately 0.92%
of the NMR Shares in issue on the Last Practicable Date).
These irrevocable undertakings cease to be binding if:
1 the Scheme Document has not been posted within 28 days of the date of issue of
this announcement (or within such longer period as ABF, with the consent of
the Panel, determines);
2 the Panel consents to ABF not proceeding with the Acquisition;
3 the Scheme lapses or is withdrawn in accordance with its terms, or the Scheme
does not become effective on or before the Long Stop Date (other than in
circumstances where ABF has, prior to such date, elected to exercise its right
to proceed by way of a Takeover Offer and announced the same in accordance
with the requirements of paragraph 8 of Appendix 7 to the Code);
4 ABF announces (with the consent of the Panel) that it does not intend to make
or proceed with the Acquisition and no new, revised or replacement Takeover
Offer or Scheme is announced in accordance with Rule 2.7 of the Code at the
same time; or
5 a competing offer to acquire NMR is announced, however structured, under which
the value of the consideration payable to NMR Shareholders for each NMR Share
represents at least 10% or more than that payable pursuant to the Acquisition.
Appendix 4
DEFINITIONS
"AB Agri" AB Agri Limited, a company incorporated in England and Wales with registered
number 00193800
"ABF" Associated British Foods plc, a company incorporated in England and Wales with
registered number 293262
"ABF Board" or "ABF Directors" the board of directors of ABF as at the date of this announcement or, where
the context so requires, the board of directors of ABF from time to time
"ABF Group" ABF and any of its direct or indirect subsidiaries and subsidiary undertakings
"Acquisition" the proposed recommended acquisition to be made by ABF pursuant to which AB
Agri will acquire the entire issued and to be issued ordinary share capital of
NMR to be effected by means of the Scheme (or, if ABF so elects and subject to
the consent of the Panel, a Takeover Offer) on the terms and subject to the
conditions set out in this announcement and to be set out in the Scheme
Document
"Appendices" the appendices to this announcement
"AQSE Growth Market" the multilateral trading facility operated by Aquis that is registered as an
SME Growth Market in accordance with article 33 of MiFID
"Aquis" Aquis Stock Exchange Limited, a recognised investment exchange under section
290 of FSMA
"Aquis Rules" the AQSE Growth Market Apex Rulebook, which sets out the admission
requirements and continuing obligations of companies seeking admission to, and
whose shares are admitted to trading on, the Apex Segment of the AQSE Growth
Market
"Briefing Paper" a briefing paper prepared in accordance with the CMA's "Guidance on the CMA's
Mergers Intelligence Function (CMA56 Revised)" (or any updated or revised
guidance as may be issued from time to time)
"Business Day" a day (other than a Saturday, Sunday, public or bank holiday) on which banks
are generally open for business in London
"Canaccord Genuity" Canaccord Genuity Limited, which is authorised and regulated by the FCA
"Closing Price" the closing middle market quotation for an NMR Share at the close of business
on the day to which such price relates, as derived from Bloomberg
"CMA" the UK Competition and Markets Authority, being the independent body which
conducts inquiries into mergers, markets and the regulation of the major
regulated industries in the United Kingdom (or any successor body or bodies
carrying out the same functions in the United Kingdom from time to time)
"Code" the City Code on Takeovers and Mergers
"Companies Act" the Companies Act 2006, as amended from time to time
"Confidentiality Agreement" the confidentiality agreement between AB Agri and NMR relating to the
Acquisition, as described in paragraph 12 of this announcement
"Co-operation Agreement" the agreement dated on or about the date of this announcement between ABF and
NMR, as described in paragraph 12 of this announcement
"Conditions" the conditions to the implementation of the Acquisition (including the Scheme)
as set out in Appendix 1 of this announcement and to be set out in the Scheme
Document
"Court" the High Court of Justice of England and Wales
"Court Meeting" the meeting or meetings of the Scheme Shareholders (or of any class or classes
thereof) to be convened by order of the Court pursuant to section 896 of the
Companies Act, notice of which will be set out in the Scheme Document, for the
purpose of considering and, if thought fit, approving the Scheme (with or
without amendment), including any adjournment, postponement or reconvening
thereof
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755) in respect of which Euroclear UK & International
Limited is the Operator (as defined in such Regulations) in accordance with
which securities may be held and transferred in uncertificated form
"Dealing Disclosure" has the meaning given to it in Rule 8 of the Code containing details of
dealings in interests in relevant securities of a party to an offer
"Disclosed" (a) matters fairly disclosed in the information made available to ABF (or its
respective officers, employees, agents or advisers in their capacity as such)
in the data room established by NMR for the purposes of the Acquisition
(b) information fairly disclosed in writing by or on behalf of NMR to ABF (or its
respective officers, employees, agents or advisers in their capacity as such)
prior to the date of this announcement;
(c) information included in the annual report and accounts of the NMR Group for
the financial year ended 30 June 2022 or the interim results of the NMR Group
for the six months ended 31 December 2022;
(d) information disclosed in a public announcement to an RIS made by or on behalf
of NMR prior to the date of this announcement; or
(e) information disclosed in this announcement
"Disclosure Table" the disclosure table on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk)
"Effective" in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the Scheme having
become effective in accordance with its terms, upon the delivery of the Scheme
Court Order to the Registrar of Companies for registration; or
(b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover
Offer having been declared or become unconditional in accordance with the
requirements of the Code
"Effective Date" the date upon which the Acquisition becomes or is declared Effective
"Excluded Shares" any NMR Shares (i) beneficially owned by ABF or any member of the ABF Group;
or (ii) held in treasury by NMR in each case, immediately prior to the Scheme
Record Time
"FCA" the Financial Conduct Authority of the United Kingdom, acting in its capacity
as the competent authority for the purposes of FSMA
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which will accompany the Scheme Document
"FSMA" the Financial Services and Markets Act 2000, as amended
"General Meeting" the general meeting of NMR to be convened in connection with the Scheme to
consider and, if thought fit, approve the Resolutions (with or without
amendment), notice of which will be set out in the Scheme Document, including
any adjournment, postponement or reconvening thereof
"Last Accounts Date" 30 June 2022
"Last Practicable Date" 05 June 2023 (being the last Business Day prior to the date of this
announcement)
"Long Stop Date" 29 February 2024 or such later date (if any) as ABF and NMR may, with the
consent of the Panel, agree and (if required) the Court may allow
"Market Abuse Regulation" the UK version of Regulation (EU) No 596/2014 which forms part of the UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
"MiFID" Directive 2014/65/EU of the European Parliament and of the Council of 15 May
2014 on markets in financial instruments and amending by the European
Parliament and Council Directive of 9 December 2002 on insurance mediation (No
2002/92/EC) and the Directive 2011/61/EU of the European Parliament and of the
Council of 8 June 2011 on Alternative Investment Fund Managers and amending
Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and
(EU) No 1095/2010
"NMR" National Milk Records plc, a company incorporated in England and Wales with
registered number 03331929
"NMR Articles" the articles of association of NMR from time to time
"NMR Board" or "NMR Directors" the board of NMR as at the date of this announcement or, where the context so
requires, the board of directors of NMR from time to time
"NMR Group" NMR and its subsidiary undertakings and, where the context permits, each of
them
"NMR Shareholders" all holders of NMR Shares from time to time
"NMR Shares" the ordinary shares of 0.25 pence each in the capital of NMR and includes:
(a) the existing and unconditionally allotted or issued and fully paid (or
credited as fully paid) ordinary shares of 0.25 pence each in the capital of
NMR
(b) any further ordinary shares of 0.25 pence each in the capital of NMR which are
unconditionally allotted or issued and fully paid (or credited as fully paid)
before the date on which the Scheme becomes Effective (or such earlier date or
dates as ABF may, subject to the Code, determine); and
(c) any NMR Shares held as treasury shares that are transferred out of treasury
before the Scheme becomes Effective (or such earlier date or dates as ABF may,
subject to the Code, determine)
"NMR Share Schemes" (a) the National Milk Records plc Executive Plan
(b) the National Milk Records plc Bonus Plan;
(c) the National Milk Records plc Approved Share Option Plan;
(d) the National Milk Records plc Unapproved Share Option Plan; and
(e) the National Milk Records plc SIP
"offer period" has the meaning given to it in the Code
"Offer Price" 215 pence per NMR Share
"Opening Position Disclosure" an announcement in accordance with Rule 8 of the Code containing details of
interests or short positions in, or rights to subscribe for, any relevant
securities of a party to the offer if the person concerned has such a position
"Panel" the UK Panel on Takeovers and Mergers
"Phase 1 Investigation" an investigation by the CMA to decide whether to make a Phase 2 Reference
"Phase 2 Reference" the reference of the Acquisition in accordance with sections 22 or 33 of the
Enterprise Act 2002 to the chair of the CMA for the constitution of a group
under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"Registrar of Companies" the Registrar of Companies in England and Wales
"Resolutions" the resolution(s) to be proposed at the General Meeting necessary to implement
the Scheme, including, without limitation, a resolution to amend the NMR
Articles by the adoption and inclusion of a new article under which any NMR
Shares issued or transferred after the Scheme Record Time (other than to ABF
and/or its nominees) shall be automatically transferred to ABF (or as it may
direct) (and, where applicable, for consideration to be paid to the transferee
or to the original recipient of the NMR Shares so transferred or issued) on
the same terms as the Acquisition (other than terms as to timings and
formalities)
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to NMR Shareholders in that jurisdiction
"RIS" a service approved by the London Stock Exchange for the distribution to the
public of announcements and included within the list maintained on the London
Stock Exchange's website
"Rothschild & Co" N.M. Rothschild & Sons Limited
"Scheme" the scheme of arrangement proposed to be made under Part 26 of the Companies
Act between NMR and the Scheme Shareholders, with or subject to any
modification, addition or condition approved or imposed by the Court and
agreed to by NMR and ABF
"Scheme Court Hearing" the hearing of the Court to sanction the Scheme pursuant to Section 899 of the
Companies Act and any adjournment, postponement or reconvening thereof
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of Part 26 of
the Companies Act
"Scheme Document" the document to be sent to NMR Shareholders containing and setting out, among
other things, the full terms and conditions of the Scheme and containing the
notices convening the Court Meeting and General Meeting
"Scheme Record Time" the time and date to be specified as such in the Scheme Document, expected to
be 6.00 p.m. on the Business Day immediately prior to the Effective Date (or
such other time as NMR and ABF may agree)
"Scheme Shareholders" the holders of Scheme Shares
"Scheme Shares" NMR Shares:
(a) in issue as at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document and prior to the Voting
Record Time; and
(c) (if any) issued on or after the Voting Record Time and before the Scheme
Record Time, either on terms that the original or any subsequent holders
thereof shall be bound by the Scheme or in respect of which the holders
thereof shall have agreed in writing to be bound by the Scheme,
in each
case,
and
where
the
context
requires
, which
remain
in issue
at the
Scheme
Record
Time but
excludin
g the
Excluded
Shares
"SEC" the US Securities and Exchange Commission
"Takeover Offer" if (subject to the consent of the Panel) ABF elects to effect the Acquisition
by way of a takeover offer (as defined in Chapter 3 of Part 28 of the
Companies Act), the offer to be made by or on behalf of ABF to acquire the
issued and to be issued ordinary share capital of NMR on the terms and subject
to the conditions to be set out in the related offer document (and, where the
context admits, any subsequent revision, variation, extension or renewal of
such offer)
"Third Party" any relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution, any entity owned or controlled by any
relevant government or state, or any other body or person whatsoever in any
jurisdiction
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended
"Voting Record Time" 6.30 p.m. on the day which is two days (excluding any part of a day that is
not a Business Day) before the date of the Court Meeting or, if the Court
Meeting is adjourned, 6.30 p.m. on the day which is two days (excluding any
part of a day that is not a Business Day) before the date of such adjourned
meeting
"Wider ABF Group" ABF and its subsidiary undertakings, associated undertakings and any other
undertaking in which ABF and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings given by the Companies Act
2006, "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in 20% or more of the total
voting rights conferred by the equity share capital (as defined in section 548
of the Companies Act 2006)
"Wider NMR Group" NMR and its subsidiary undertakings, associated undertakings and any other
undertaking in which NMR and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes "subsidiary
undertaking" and "undertaking" have the meanings given by the Companies Act
2006, "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose, and "significant
interest" means a direct or indirect interest in 20% or more of the total
voting rights conferred by the equity share capital (as defined in section 548
of the Companies Act 2006)
"£" or "GBP" or "pence" or "p" pounds sterling or pence, the lawful currency of the United Kingdom
For the purposes of this announcement, associated undertaking, parent
undertaking, subsidiary undertaking and undertaking have the respective
meanings given thereto by the Companies Act.
References to an enactment include references to that enactment as amended,
replaced, consolidated or re-enacted by or under any other enactment before or
after the date of this document.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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