REG - Tyman PLC Quanex Building Prod - Court Sanction of Scheme of Arrangement

TymanAnnouncement

24/07/2024 12:45

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RNS Number : 6888X  Tyman PLC  24 July 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

 

24 July 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

COURT SANCTION OF SCHEME OF ARRANGEMENT

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.

Tyman and Quanex are pleased to announce that the High Court of Justice in
England and Wales has today sanctioned the Scheme pursuant to which the
Transaction is being implemented.

The Scheme remains conditional on the delivery to the Registrar of Companies
of the Court Order made at the Court Hearing to sanction the Scheme. The
Scheme is expected to become effective on 1 August 2024 (the "Effective Date")
and a further announcement will be made at that time.

The last day for dealings in, and for registrations of transfers of, Tyman
Shares is expected to be 31 July 2024. The Scheme Record Time is expected to
be 6.00 p.m. on 31 July 2024, at which time CREST will be disabled in respect
of Tyman Shares. Trading in Tyman Shares on the London Stock Exchange is
expected to be suspended with effect from 7.30 a.m. on 1 August 2024. It is
expected that, subject to the Scheme becoming effective, the admission to
trading of Tyman Shares on the London Stock Exchange will be cancelled and
Tyman Shares will cease to be admitted to trading on the London Stock Exchange
at 7.30 a.m. on 2 August 2024.

On the Effective Date, share certificates in respect of Tyman Shares will
cease to be valid and entitlements to Tyman Shares held within the CREST
system will be cancelled.

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.

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: the possibility that the Transaction will not be completed on
a timely basis or at all, whether due to the failure to satisfy the conditions
of the Transaction (including approvals or clearances from regulatory and
other agencies and bodies) or otherwise, 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 (and if) the
Transaction is implemented, the inability of the Enlarged Group to integrate
successfully Quanex's and Tyman's operations when (and if) the Transaction is
implemented and the Enlarged Group incurring and/or experiencing unanticipated
costs and/or delays or difficulties relating to the Transaction when (and if)
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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. 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 and, if later, following the announcement in
which any securities exchange offeror is first identified. 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 each of (i) the
offeree company and (ii) any securities exchange offeror(s). 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 and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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 or of any securities exchange offeror. 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
each of (i) the offeree company and (ii) any securities exchange offeror(s),
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 or a securities exchange offeror, 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).

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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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.

Publication of this announcement on website

A copy of this announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on Tyman's website at
https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations) by no later than 12:00 p.m.
(London time) on the Business Day following this announcement.

For the avoidance of doubt, the contents of this website and any websites
accessible from hyperlinks on these websites are not incorporated into, and do
not form part of, this announcement.

Information relating to Tyman Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Tyman Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Tyman may be provided
to Quanex during the Offer Period as required under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and
information relating to the Transaction is entitled to receive such documents
in hard copy form free of charge. 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. A person may also
request that all future documents, announcements and information in relation
to the Transaction are sent to them in hard copy form.

In accordance with Rule 30.3 of the Takeover Code, Tyman Shareholders, persons
with information rights and participants in Tyman Share Plans may request a
hard copy of this announcement by contacting Tyman's registrars, Link Group,
on +44 (0) 371 664 0321. Lines are open from 9 a.m. to 5.30 p.m. (London time)
Monday to Friday. 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.

Please note the Shareholder Helpline cannot provide advice on the merits of
the Transaction or the Scheme nor give any financial, investment, legal or tax
advice.

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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