REG - Tyman PLC Quanex Building Prod - De-listing and cancellation of trading of shares

Quanex Building ProductsAnnouncement

02/08/2024 07:45

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RNS Number : 4748Y  Tyman PLC  02 August 2024

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

 

2 August 2024

RECOMMENDED CASH AND SHARE ACQUISITION

of

Tyman plc

by

Quanex Building Products Corporation

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

DE-LISTING AND CANCELLATION OF TRADING OF TYMAN PLC SHARES

On 22 April 2024, the boards of directors of Quanex Building Products
Corporation ("Quanex") and Tyman plc ("Tyman") announced that they had reached
agreement on the terms and conditions of a recommended cash and share
acquisition by Quanex of the entire issued, and to be issued, ordinary share
capital of Tyman (the "Transaction").

The Transaction is being implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006. The scheme document
containing the full terms and conditions of the Transaction was published or
made available to Scheme Shareholders on 11 June 2024 (the "Scheme Document")
as modified by the Declaration of Special Dividend and Offer Update
Announcement dated 28 June 2024.

Terms defined in the Scheme Document have, unless otherwise defined, the same
meanings in this announcement.

Further to the announcement made by Tyman  on 1 August 2024 in relation to
the Scheme becoming Effective, Tyman now confirms that, following an
application by Tyman, the Financial Conduct Authority has cancelled the
listing of Tyman Shares on the premium listing segment of the Official List
and the London Stock Exchange has cancelled the trading of Tyman Shares on the
London Stock Exchange's main market for listed securities, in each case with
effect from 7.30 a.m. today, 2 August 2024.

Enquiries

Tyman

Rutger Helbing - Chief Executive Officer
                              +44 207 976 8000

Jason Ashton - Chief Financial Officer

Greenhill

(Lead Financial adviser to Tyman)

Charles Montgomerie
                                                +44
207 198 7400

David Wyles

Charles Spencer

Deutsche Numis

(Financial adviser and Corporate broker to Tyman)

Jonathan Wilcox
 
 +44 207 260 1000

Richard Thomas

MHP Group

(PR adviser to Tyman)

Reg Hoare
                      +44 7801 894577 / tyman@mhpgroup.com

Rachel Farrington

Matthew Taylor

Latham & Watkins (London) LLP is acting as legal adviser to Tyman in
connection with the Transaction.

Important notices about financial advisers

Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho,
which is authorised and regulated in the United Kingdom by the FCA, is acting
as lead financial adviser to Tyman and for no one else in connection with the
Transaction and will not be responsible to anyone other than Tyman for
providing the protections afforded to its clients nor for providing advice in
relation to the Transaction, the contents of this announcement or any other
matters referred to in this announcement.

Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Tyman and no one
else in connection with the matters described in this announcement and will
not be responsible to anyone other than Tyman for providing the protections
afforded to clients of Deutsche Numis, or for providing advice in connection
with the matters referred to herein. Neither Deutsche Numis nor any of its
group undertakings or 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
Deutsche Numis in connection with this announcement or any matter referred to
herein.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by the laws of
those jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions.

Accordingly, copies of this announcement and all documents relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to the
Transaction (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in that jurisdiction.

The Transaction shall be subject to English law and the jurisdiction of the
Court and to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the FCA, the Listing Rules and the Registrar of
Companies.

Forward-looking statements

This announcement contains "forward-looking statements" with respect to the
Quanex Group and the Tyman Group. These statements are based on the current
expectations of the management of Quanex and/or Tyman and are naturally
subject to uncertainty and changes in circumstances. The forward-looking
statements contained in this document include statements that do not relate
only to historical or current facts. Forward-looking statements include
statements typically containing words such as "will", "may", "should",
"believe", "intends", "expects", "anticipates", "targets", "estimates" and
words of similar import. Although Tyman and/or Quanex believes that the
expectations reflected in such forward-looking statements are reasonable,
Tyman and/or Quanex can give no assurance that such expectations will prove to
be correct. 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. There are a number of factors that could cause
actual results and developments to differ materially from those expressed or
implied by such forward looking statements. These factors include general
business and economic conditions globally, industry trends, competition,
changes in government and other regulation, the nature, cost and outcome of
any legal proceedings related to the Transaction, changes in political and
economic stability, disruptions in business operations due to reorganization
activities, interest rate and currency fluctuations, the inability of the
combined company to realize successfully any anticipated synergy benefits, the
inability to integrate successfully Quanex's and Tyman's operations and the
Enlarged Group incurring and/or experiencing unanticipated costs and/or delays
or difficulties relating to the Transaction. Additional information concerning
these and other risk factors is contained in the Risk Factors sections of the
Proxy Statement Quanex filed with the SEC on June 6, 2024 and Quanex's most
recent reports on Form 10-K and Form 10-Q, the contents of which are not
incorporated by reference into, nor do they form part of, this announcement.

These forward-looking statements are based on numerous assumptions regarding
the present and future business strategies of such persons and the environment
in which each will operate in the future. By their nature, these
forward-looking statements involve known and unknown risks, as well as
uncertainties because they relate to events and depend on circumstances that
will occur in the future. The factors described in the context of such
forward-looking statements in this announcement may cause the actual results,
performance or achievements of any such person, or industry results and
developments, to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. No
assurance can be given that such expectations will prove to have been correct
and persons reading this announcement are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement. All subsequent oral or written forward-looking
statements attributable to Quanex or Tyman or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above. Neither of Quanex or Tyman undertakes any obligation to update publicly
or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent required by applicable law,
regulation or stock exchange rules.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for Tyman for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Tyman.

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 or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

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