REG - Fisher (James) - Publication of Circular and Notice of GM

James Fisher And SonsAnnouncement

24/05/2024 15:30

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RNS Number : 9085P  Fisher (James) & Sons plc  24 May 2024

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

For immediate release

 

24 May 2024

 

James Fisher and Sons plc

Publication of Circular and notice of James Fisher and Sons plc General
Meeting regarding the proposed disposal of RMSpumptools Limited

James Fisher and Sons plc ("James Fisher" or the "Company" and, together with
its subsidiaries, the "Group"), announced on 22 March 2024 that it had entered
into an agreement for the sale of the entire issued share capital of
RMSpumptools Limited ("RMS") to ChampionX UK Limited, a wholly-owned
subsidiary of ChampionX Corporation ("ChampionX" or the "Purchaser") for a
total enterprise value of £90 million (the "Disposal").

The Company is pleased to announce that a circular regarding the Disposal (the
"Circular") has been published today, having received approval from the UK
Financial Conduct Authority. The Circular will be made available to the
Company's shareholders ("Shareholders") shortly.

The Circular contains further details of the Disposal and a notice convening a
general meeting of the Company to be held at 15.00 on 13 June 2024, at the
offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P
2SR (the "General Meeting").

The Disposal constitutes a Class 1 transaction under the Listing Rules.
Completion of the Disposal is therefore conditional upon the passing of an
ordinary resolution approving the Disposal by Shareholders (the "Disposal
Resolution"). The Board considers the Disposal and the Disposal Resolution to
be in the best interests of the Company and its Shareholders as a whole and
unanimously recommends that Shareholders vote in favour of the Disposal
Resolution at the General Meeting.

The Company has received irrevocable undertakings or letters of intent to vote
in favour of the Disposal Resolution from Shareholders in respect of
19,543,290 ordinary shares and preference shares in total, representing
approximately 38.70% of the existing share capital of the Company as at 21 May
2024 (being the latest practicable date prior to the publication of the
Circular (the "Latest Practicable Date")).

The Trustees of the Sir John Fisher Foundation, which holds 10,601,360
ordinary shares and 100,000 preference shares, representing approximately
20.99% of the existing share capital of the Company as at the Latest
Practicable Date, have irrevocably undertaken to vote in favour of the
Disposal Resolution.

The Company has received non-binding letters of intent to vote in favour of
the Disposal Resolution from Schroders plc, in respect of 5,141,930 ordinary
shares, representing approximately 10.18% of the existing share capital of the
Company as at the Latest Practicable Date, and Odyssean Investment Trust plc,
in respect of 3,800,000 ordinary shares, representing approximately 7.53% of
the existing share capital of the Company as at the Latest Practicable Date.

In addition to the Disposal Resolution, completion of the Disposal is also
subject to the satisfaction or waiver of certain other conditions, including:
(i) no material adverse change having occurred during the relevant period;
(ii) the execution of the deed of release and resignation by the target
companies and the security agent; and (iii) having obtained merger control
clearance, approval and/or non-objection from the Saudi Arabian General
Authority for Competition. Subject to the satisfaction and/or waiver (where
applicable) of these conditions, completion of the Disposal is expected to
occur by the end of the first half or early in the second half of 2024.

The Circular, the notice of General Meeting and the Form of Proxy for the
General Meeting have been submitted to the Financial Conduct Authority's
National Storage Mechanism (the "NSM") and will be available for inspection on
the NSM website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

These documents will also be available on the James Fisher website at
https://www.james-fisher.com/ from the date of this Announcement up to the
date of the General Meeting and for the duration of the General Meeting.

Peel Hunt is acting as sponsor and corporate broker and Gleacher Shacklock LLP
is acting as the financial advisor to James Fisher on the Disposal.

 

 Enquiries:

 James Fisher plc
 Jean Vernet, Karen Hayzen-Smith           +44 20 7614 9503

 Gleacher Shacklock (Financial Adviser)
 James Dawson, Philippe Bégin              +44 20 7484 1150

 Peel Hunt (Sponsor and Corporate Broker)
 Mike Bell, Charlotte Sutcliffe            +44 20 7418 8900

 Investec (Corporate Broker)
 Chris Sim                                 +44 2075975970

 FTI Consulting (PR Adviser)
 Richard Mountain, Susanne Yule            +44 20 3727 1340

 

 

IMPORTANT NOTICE

This announcement is not intended to, and does not constitute, or form part
of, any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities or a solicitation of any
vote or approval in any jurisdiction. James Fisher shareholders are advised to
read carefully the Circular once it has been published. Any response to the
Disposal should be made only on the basis of the information in the Circular
to follow.

Gleacher Shacklock LLP ("Gleacher Shacklock") is authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting
as financial adviser exclusively for the Company and no one else in connection
with the Disposal and the matters set out in this announcement and will not
regard any other person (whether or not a recipient of this announcement) as
its client in relation to the Disposal and will not be responsible to anyone
other than the Company for providing the protections afforded to clients of
Gleacher Shacklock or its affiliates, or for providing advice in relation to
the Disposal or any other matters referred to in this announcement or any
other matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as sponsor exclusively for the Company and for
no-one else in connection with the Disposal and the matters set out in this
announcement and will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the Disposal and the other
matters set out in this document and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Peel
Hunt, nor for providing advice in relation to the proposed Disposal or any
other matter set out in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Gleacher Shacklock and Peel Hunt by the Financial Services and Markets Act
2000 (as amended) or the regulatory regime established thereunder or under the
regulatory regime of any jurisdiction where the exclusion of liability under
the relevant regulatory regime would be illegal, void or unenforceable, each
of Peel Hunt and Gleacher Shacklock (and their respective subsidiaries,
holding companies, branches or affiliates and any of its and their respective
directors, officers, employees, agents or advisers), accepts no duty,
liability or responsibility whatsoever (whether direct or indirect, and
whether arising in contract, in tort, under statute or otherwise) to any
person in relation to this announcement or for any acts or omissions of James
Fisher and no representation or warranty, express or implied, is made by any
of them as to the contents of this announcement, including its accuracy,
completeness, verification or sufficiency, or for any other statement made or
purported to be made by James Fisher, or on its behalf, or by Peel Hunt or
Gleacher Shacklock, or on their behalf, in connection with James Fisher, the
Group, RMS or the Disposal, and nothing in this announcement should be relied
upon as a promise or representation in this respect, whether or not to the
past or future, in connection with James Fisher, the Group, RMS or the
Disposal. To the fullest extent permitted by law, each of Peel Hunt and
Gleacher Shacklock (and their respective subsidiaries, holding companies,
branches and affiliates and its and their respective directors, officers,
employees, agents and advisers) accordingly disclaim all and any
responsibility or liability whatsoever (whether direct or indirect and whether
arising in contract, in tort, under statute or otherwise (save as referred to
above)), which they might otherwise have in connection with this announcement,
any statement contained herein, the Disposal or otherwise.

Neither the contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

This announcement includes statements that are, or may be deemed to be,
"forward-looking statements" which includes all statements other than
statements of historical fact, including, without limitation, those regarding
the Company's financial position, business strategy, plans and objectives of
management for future operations, or any they might statements preceded by,
followed by or that include the words "targets", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "would, "could" or similar
expressions or negatives thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond the
Company's control that could cause the actual results, performance or
achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding the Company's present and future business strategies and the
environment in which the Company will operate in the future. These
forward-looking statements speak only as at the date of this announcement.
None of the Company, Peel Hunt, Gleacher Shacklock or their respective
affiliates undertakes or is under any duty to update this announcement or to
correct any inaccuracies in any such information which may become apparent or
to provide you with any additional information, other than any requirements
that the Company may have under applicable law or the Listing Rules, the
Prospectus Rules, the Disclosure Guidance and Transparency Rules or the UK
Market Abuse Regulation. To the fullest extent permissible by law, such
persons disclaim all and any responsibility or liability, whether arising in
tort, contract or otherwise, which otherwise have in respect of this
announcement. The information in this announcement is subject to change
without notice.

 

 

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