REG - Tyman PLC Quanex Building Prod - Scheme of arrangement becomes effective

Quanex Building ProductsAnnouncement

01/08/2024 07:45

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RNS Number : 7546Y  Tyman PLC  01 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

 

1 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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.

On 12 July 2024 it was announced that the Scheme had been approved by the
requisite majority of eligible Scheme Shareholders at the Court Meeting held
on 12 July 2024 and the Special Resolution relating to the implementation of
the Scheme had been approved by the requisite majority of eligible Tyman
Shareholders at the General Meeting, also held on 12 July 2024.

On 24 July 2024, it was announced that the High Court of Justice in England
and Wales had sanctioned the Scheme at the Court Sanction Hearing held on that
date.

Tyman and Quanex are pleased to announce that, following the delivery of a
copy of the Court Order to the Registrar of Companies today, the Scheme has
now become Effective in accordance with its terms. The Transaction has
therefore now completed.

As previously advised, trading in Tyman Shares on the London Stock Exchange
was suspended with effect from 7.30 a.m. this morning, 1 August 2024. An
application has been made to the London Stock Exchange in relation to the
cancellation of the admission to trading of Tyman Shares on the London Stock
Exchange, which is expected to take place at 7.30 a.m. on 2 August 2024. As a
result of the Scheme having become Effective, share certificates in respect of
Tyman Shares will cease to be valid documents of title and entitlements to
Tyman Shares held in uncertificated form in CREST are being cancelled.

A Scheme Shareholder on the register of members of Tyman at the Scheme Record
Time, being 6.00 p.m. on 31 July 2024, is entitled to receive, in addition to
the Special Dividend of 15 pence per Tyman Share as detailed in the
announcement dated 28 June 2024, either (1) 240 pence in cash and 0.05715 of a
New Quanex Share for each Tyman Share held; or (2) provided a valid Form of
Election has been returned by the Scheme Shareholder no later than the
Election Return Time in respect of their entire holding of Tyman Shares,
Quanex Shares at a ratio of 0.14288 of a New Quanex Share to every 1 Tyman
Share held.

Settlement of the cash consideration to which any Scheme Shareholder is
entitled will be effected by the despatch of cheques (for Tyman Shareholders
holding Scheme Shares in certificated form) or the crediting of CREST accounts
(for Tyman Shareholders holding Scheme Shares in uncertificated form) as soon
as practicable. The latest date for despatch of cheques and settlement of the
cash consideration in relation to the Transaction through CREST is 15 August
2024. Settlement of New Quanex Shares will be registered through the DRS (in
respect of Quanex Shares held by former certificated Tyman Shareholders) or
Quanex CDIs (representing an entitlement to New Quanex Shares) credited to
CREST accounts (in respect of Scheme Shares held in uncertificated form only).
The latest date for despatch of statements of entitlement relating to New
Quanex Shares held through the DRS and settlement of Quanex CDIs through CREST
is 15 August 2024.

As the Capped All-Share Alternative Maximum has not been exceeded, Scheme
Shareholders who made an election for the Capped All-Share Alternative will
receive their New Quanex Shares or Quanex CDIs (as set out above) in relation
to their entire holding of Tyman Shares as at the Scheme Record Time without
any requirement for such elections to be scaled back on the terms set out in
the Scheme Document.

Tyman duly announces that, as of the Scheme becoming Effective earlier today,
Nicky Hartery, Pamela Bingham, Margaret Amos, Paul Withers and David Randich
have resigned from the Tyman Board.

Tyman and Quanex are no longer in an "Offer Period" as defined in the Code and
accordingly the dealing disclosure requirements previously notified to
investors no longer apply.

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

Quanex

Scott Zuehlke - Senior Vice President, Chief Financial Officer and Treasurer
          +1 713 877 5327

UBS

(Sole Financial adviser to Quanex)

London: Joe Hannon, Romine Hakme, Josh Chauhan
                +44 20 7567 8000

New York: Simon Smith, Jane Zovak, Vijay Kumra
                   +1 212 713 2000

Joele Frank, Wilkinson Brimmer Katcher

(PR adviser to Quanex)

Arielle Rothstein
 
 +1 212 355 4449

Andrew Siegel

Lyle Weston

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

Travers Smith LLP is acting as English legal adviser to Quanex and Foley &
Lardner LLP is acting as US legal adviser to Quanex 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.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the
Prudential Regulation Authority ("PRA") and subject to regulation in the
United Kingdom by the Financial Conduct Authority ("FCA") and limited
regulation in the United Kingdom by the PRA. UBS is acting exclusively as sole
financial adviser to Quanex and for no one else in connection with the
Transaction and will not be responsible to anyone other than Quanex 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. Neither UBS nor any of its
subsidiaries, branches 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 UBS in
connection with the Transaction, this announcement and any statement contained
herein or otherwise.

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. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Tyman Shares at the Court Meeting or General
Meeting, or to appoint another person as proxy to vote at the Court Meeting or
General Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Further details in relation to the
Overseas Shareholders will be contained in the Scheme Document (or, if the
Transaction is to be implemented by a Takeover Offer, the Offer Document). Any
failure to comply with any such 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 Transaction disclaim
any responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Quanex or required by the Takeover Code, and
permitted by applicable law and regulation, the Transaction will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction and no person may vote in favour of
the Transaction by use of mail or any other means of 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.

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. Doing so may render invalid
any related purported vote in respect of the Transaction. If the Transaction
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law or regulation), the Transaction may not be made, directly or
indirectly, in or into, or by use of mail 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 Transaction will not be capable of acceptance
by any such use, means, instrumentality or facilities from within any
Restricted Jurisdiction.

The availability of the Transaction or of New Quanex Shares pursuant to the
Transaction to Tyman Shareholders who are not resident in the United Kingdom
or the ability of those persons to hold such shares may be affected by the
laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and observe,
any applicable requirements.

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.

Additional information for US investors in Tyman

Tyman Shareholders in the United States should note that the Transaction
relates to the securities of a UK company and is proposed to be effected by
means of a scheme of arrangement under English law. This announcement, the
Scheme Document and certain other documents relating to the Transaction have
been or will be prepared in accordance with English law, the Takeover Code and
UK disclosure requirements, format and style, all of which differ from those
in the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US Exchange
Act. Accordingly, the Transaction is subject to the disclosure requirements of
and practices applicable in the United Kingdom to schemes of arrangement,
which differ from the disclosure requirements of the United States tender
offer rules. If, in the future, Quanex exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend the offer into
the United States, the Transaction will be made in compliance with applicable
United States laws and regulations, including any applicable exemptions under
the US Securities Act or US Exchange Act.

Tyman's financial statements, and all financial information that may be
included in the Scheme Document, or any other documents relating to the
Transaction, have been or will be prepared in accordance with International
Financial Reporting Standards and may not be comparable to financial
statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles ("US GAAP"). The financial information included the
Scheme documentation in relation to Quanex has been or will have been prepared
in accordance with US GAAP, except as otherwise specified therein.

It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Tyman is located outside of the
US, and some or all of its officers and directors may be residents of
countries other than the US. US holders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction or judgment.

The New Quanex Shares to be issued pursuant to the Transaction have not been
registered under the US Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements of the US Securities Act. The New Quanex Shares to
be issued pursuant to the Transaction are expected to be issued in reliance
upon an exemption from such registration requirements pursuant to Section
3(a)(10) of the US Securities Act. If, in the future, Quanex exercises its
right to implement the Transaction by way of a Takeover Offer or otherwise in
a manner that is not exempt from the registration requirements of the US
Securities Act, such issuance of New Quanex Shares will be made in compliance
with applicable US laws and regulations. In this event, Tyman Shareholders are
urged to read these documents and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents, because they
will contain important information. Such documents will be available free of
charge at the SEC's website at www.sec.gov or by directing a request to
Quanex's Investor Relations team identified above.

New Quanex Shares issued to persons other than "affiliates" of Quanex (defined
as certain control persons, within the meaning of Rule 144 under the US
Securities Act) will be freely transferable under US federal securities laws
and regulations following the Transaction. Persons (whether or not US persons)
who are or will be "affiliates" of Quanex within 90 days prior to, or after,
the Effective Date will be subject to certain transfer restrictions relating
to the New Quanex Shares under US federal securities laws and regulations.

No Offer or Solicitation

This announcement is for informational purposes only and is not intended to
and does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any
securities in any jurisdiction pursuant to the transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In particular, this
announcement is not an offer of securities for sale into the United States or
in any other jurisdiction.

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 relating to the
expected effects of the Transaction on Tyman and/or Quanex, the expected
timing and scope of the Transaction, and other statements other than
historical 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
and including statements relating to future capital expenditures, expenses,
revenues, economic performance, financial conditions, dividend policy, losses
and future prospects and business and management strategies and the expansion
and growth of the operations of Quanex or Tyman. 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 when the Transaction is implemented, the inability of the
Enlarged Group to integrate successfully Quanex's and Tyman's operations when
the Transaction is implemented and the Enlarged Group incurring and/or
experiencing unanticipated costs and/or delays or difficulties relating to the
Transaction when it is implemented. 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.

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.

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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