REG - Melrose Ind PLC - Proposed recommended acquisition of Nortek, Inc <Origin Href="QuoteRef">MRON.L</Origin> - Part 3
06/07/2016 07:06
- Part 3: For the preceding part double click ID:nRSF3702Db
would breach any applicable law
Existing Facility Agreement the multi-currency revolving credit facility agreement dated 29 June 2012, as amended and/or amended and restated from time to time (including pursuant to an amendment
and restatement agreement dated 30 September 2015) between, among others, Melrose Industries PLC as borrower and Lloyds Bank PLC as agent
Existing Melrose Shares the ordinary shares of 48/7 pence each in the capital of the Company in issue at the Record Date
FCA the UK Financial Conduct Authority
Form of Proxy the form of proxy for use at the Melrose General Meeting
FSMA the Financial Services and Markets Act 2000, as amended, modified or re-enacted from time to time
Fully Paid Rights the rights to acquire New Melrose Shares, fully paid
Gates Capital Management ECF Value Fund, L.P., ECF Value Fund II L.P. and ECF Value Fund International Ltd.
General Meeting the general meeting of the Company to be held at the offices of Investec Bank plc at 2 Gresham Street, London EC2V 7QP at 11.00 a.m. on 25 July 2016 to vote on the
Resolutions
headline before exceptional costs, exceptional income and intangible asset amortisation
HSR Act the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder
HVAC heating, ventilation and air conditioning
Joint Bookrunners Investec Bank plc, J.P. Morgan Securities plc and BofA Merrill Lynch
Joint Global Co-ordinators Investec Bank plc and J.P. Morgan Securities plc
J.P. Morgan Cazenove each of J.P. Morgan Securities plc and J.P. Morgan Limited, which conducts its investment banking activities as J.P. Morgan Cazenove
Latest Practicable Date 5 July 2016 (being the latest practicable date prior to the publication of this Announcement)
Listing Rules or LR the listing rules made by the FCA under section 73A FSMA
London Gazette the official newspaper of the Crown
London Stock Exchange the London Stock Exchange plc or its successor(s)
Market Abuse Regulation Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse
Melrose Board the board of directors of the Company
Melrose Group the Company, its subsidiaries and subsidiary undertakings from time to time
Melrose Shareholder(s) holder(s) of Melrose Shares
Melrose Shares or Ordinary the ordinary shares of 48/7 pence each in the capital of Melrose
Shares
MergerCo a wholly-owned subsidiary of the Company, incorporated for the purposes of implementing the Acquisition
Merger the merger of MergerCo with and into Nortek pursuant to the Merger Agreement
Merger Agreement the agreement and plan of merger between Melrose, MergerCo and Nortek dated 6 July 2016 relating to the Acquisition
NASDAQ the NASDAQ Global Market, a US stock exchange based in New York
National Storage Mechanism the document publication facility made available by the FCA at www.morningstar.co.uk/uk/nsm
New Facilities Agreement the senior term and revolving facilities agreement dated 6 July 2016 entered into between Melrose Industries PLC and MergerCo as initial borrowers, the parties named
therein as original lenders and Lloyds Bank plc as agent
New Melrose Shares the ordinary shares of 48/7 pence each in the capital of the Company proposed to be issued by the Company pursuant to the Rights Issue
Nil Paid Rights New Melrose Shares, in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue
Nomura Nomura International plc
Nortek Nortek, Inc., a corporation organised under the laws of the State of Delaware
Nortek Board the board of directors of Nortek
Nortek Group Nortek, its subsidiaries and subsidiary undertakings from time to time
Nortek Shareholders holders of Nortek Shares
Nortek Shares the entire issued ordinary share capital of Nortek
Notice of General Meeting the notice of Melrose General Meeting, as set out in the Circular
Official List the official list maintained by the UKLA for the purposes of Part V of FSMA
Overseas Shareholders Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
pence, £, GBP and pounds sterling the lawful currency of the United Kingdom
PRA the United Kingdom Prudential Regulation Authority and includes, where applicable, any successor body or bodies carrying the functions currently carried out by the
Prudential Regulation Authority
Premium Listing a premium listing under Chapter 6 of the Listing Rules
Prospectus the document dated on or around the date of this Announcement comprising a prospectus relating to the Company, Admission and Re-admission (together with any supplements
or amendments thereto)
Provisional Allotment Letter the renounceable provisional allotment letters relating to the Rights Issue to be issued to Qualifying Non-CREST Shareholders other than certain Overseas Shareholders
Qualifying CREST Shareholders Qualifying Shareholders whose Existing Melrose Shares are in uncertificated form
Qualifying Non-CREST Shareholders Qualifying Shareholders whose Existing Melrose Shares are in certificated form
Qualifying Shareholders Melrose Shareholders on the Register at the Record Date
RCH segment the Residential and Commercial HVAC segment of the Nortek Group
Re-admission the proposed re-admission of the Melrose Shares to the standard segment of the Official List and to the main market for listed securities of the London Stock Exchange
Record Date the close of business in London on 4 August 2016
Register the Company's statutory register of members
Regulatory Information Service or one of the regulatory information services authorised by the UKLA to receive, process and disseminate regulatory information from listed companies
RIS
Resolutions the resolutions to be proposed at the Melrose General Meeting as set out in the Notice of General Meeting, with any permitted amendments thereto
Return of Capital the Court-confirmed return of approximately £2,388.5 million of capital by Melrose to Melrose Shareholders by way of cancellation of B shares which took effect on 27
January 2016
Rights Issue the proposed issue of the New Melrose Shares to Qualifying Shareholders by way of rights on the terms and conditions set out in the Prospectus and in the case of
Qualifying Non-CREST Shareholders only, the Provisional Allotment Letters
Rights Issue Price 95 pence per New Melrose Share
Schedule 14D-9 a tender offer recommendation statement on Schedule 14D-9 (together with all amendments, supplements and exhibits thereto), which will be filed with the SEC and mailed to
Nortek Shareholders on the Tender Offer Commencement Date
SCS segment the Security and Control Solutions segment of the Nortek Group
SEC the US Securities and Exchange Commission
Sponsors together, Investec Bank plc and J.P. Morgan Securities plc
Standard Listing a standard listing under Chapter 14 of the Listing Rules
subsidiary and subsidiary have the meaning given to them in sections 1159 and 1162 of the Companies Act respectively
undertaking
Superior Proposal an unsolicited, bona fide, written proposal by any person (other than Melrose) which would result in the acquisition by such person of more than 50% of the Nortek Shares
or of all or substantially all of the assets of Nortek Group, and the Nortek Board determines, in good faith and after consultation with Nortek's external financial and
legal advisers, that such proposal would be more favourable from a financial point of view than the Acquisition
Tender and Support Agreements the tender and support agreements entered into on or about the date of this Announcement between Melrose, MergerCo and each of Ares Management, Gates Capital Management
and Anchorage Capital in relation to the Tender Offer and the Merger
Tender Offer the offer by MergerCo to purchase all of the issued and outstanding Nortek Shares as at the Tender Offer Expiration Date at the Tender Offer Price
Tender Offer Document a tender offer statement on Schedule TO and the related letter of transmittal, which will be filed with the SEC and mailed to Nortek Shareholders on the Tender Offer
Commencement Date containing and setting out the terms and conditions of the Tender Offer
Tender Offer Expiration Date 2.00 a.m. (New York time) on 31 August 2016 (or such subsequent date to which the expiration of the Tender Offer is extended pursuant to and in accordance with the terms
of the Tender Offer Document)
Tender Offer Price $86 per Nortek Share, net, in cash without interest
Transaction Resolutions the resolutions to be proposed at the Melrose General Meeting to approve the Acquisition, the Rights Issue and Re-admission, being resolution 1, resolution 2 and
resolution 4 as set out in the Notice of General Meeting, with any permitted amendments thereto
Transparency Rules the transparency rules and corporate governance rules made by the FCA under Part VI of FSMA
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UKLA the FCA acting in its capacity as the competent authority for the purposes of Part VI of FSMA
uncertificated or in uncertificated a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which,
form by virtue of the CREST Regulations may be transferred by means of CREST
Underwriters Investec Bank plc, J.P. Morgan Securities plc and BofA Merrill Lynch
Underwriting Agreement the underwriting agreement dated 6 July 2016 between Melrose and the Underwriters pursuant to which the Underwriters have conditionally agreed to underwrite the Rights
Issue
US or United States or United States of America the United States of America (including the states of the United States and the District of Columbia), its possessions and territories and all areas subject to its
jurisdiction
US$, US dollars, USD or $ the lawful currency of the United States
US Securities Act the US Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
VAT (i) within the EU, any tax imposed by any member state in conformity with the directive of the council of the EU on the common system of value added tax (2006/112/EC),
and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition
Window Shop Deadline 11.59 p.m. (New York Time) on 6 August 2016
This information is provided by RNS
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