REG - Tyman PLC Quanex Building Prod - Publication of Scheme Document

TymanAnnouncement

11/06/2024 07:00

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RNS Number : 8752R  Tyman PLC  11 June 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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

11 JUNE 2024

RECOMMENDED CASH AND SHARE OFFER

for

Tyman plc

by

Quanex Building Products Corporation

to be implemented by means of a scheme of arrangement of Tyman plc

under Part 26 of the Companies Act 2006

On 22 April 2024, the boards of Tyman plc ("Tyman") and Quanex Building
Products Corporation ("Quanex") announced that they had reached agreement on
the terms of a recommended cash and share offer pursuant to which Quanex will
acquire the entire issued and to be issued ordinary share capital of Tyman
(the "Transaction"). It is intended that the Transaction will be implemented
by means of a scheme of arrangement under Part 26 of the UK Companies Act
2006.

Publication of the Scheme Document

Tyman is pleased to announce that the scheme document containing the full
terms and conditions of the Acquisition (the "Scheme Document"), together
with the related Forms of Proxy, is being published and sent today to Tyman
Shareholders and, for information only, to persons with information rights and
participants in the Tyman Share Plans.

The Scheme Document will be made available on Tyman's website at
https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations) .  Copies of the Scheme
Document have been submitted to the National Storage Mechanism and will
shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

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

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will
require, amongst other things: (i) the approval of a majority in number of
Scheme Shareholders present and voting either in person or by proxy at the
Court Meeting (or any adjournment thereof), representing not less than 75 per
cent. in value of the Scheme Shares voted by such Scheme Shareholders; (ii)
the passing of the Special Resolution by the requisite majority of Tyman
Shareholders at the General Meeting (or any adjournment thereof); and (iii)
the subsequent sanction of the Scheme by the Court. The Scheme is also subject
to the satisfaction or waiver of the other Conditions and further terms that
are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, both of which will be
held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate,
London EC2M 3XF, United Kingdom, on 12 July 2024, are set out in the Scheme
Document. The Court Meeting will commence at 2.30 p.m. and the General Meeting
at 2.45 p.m. (or, if later, as soon as the Court Meeting has concluded or been
adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Scheme
Shareholders and Tyman Shareholders are therefore strongly encouraged to
submit proxy appointments and instructions for the Court Meeting and the
General Meeting using any of the methods set out in the Scheme Document as
soon as possible and, in any event, by no later than 2.30 p.m. on 10 July 2024
in the case of the Court Meeting and by no later than 2.45 p.m. on 10 July
2024 in the case of the General Meeting (or, in the case of any adjournment,
not later than 48 hours (excluding non-working days) before the fixed time for
the holding of the adjourned meeting).

Recommendation

The Tyman Directors, who have been so advised by Greenhill as to the
financial terms of the Main Offer and the Capped All-Share Alternative,
consider the terms of the Main Offer and the Capped All-Share Alternative to
be fair and reasonable. In providing its advice to the Tyman Directors,
Greenhill has taken into account the commercial assessments of the Tyman
Directors. The Tyman Directors note that the implied value of both the Main
Offer and Capped All-Share Alternative will be subject to volatility due to
Quanex stock market price movements and changes in the foreign exchange rate
which the Tyman Board will continue to assess during the Transaction. The
Tyman Directors also note that the implied value of the Capped All-Share
Alternative will be subject to greater volatility than the Main Offer and
Tyman Shareholders should consider the disadvantages and advantages outlined
in paragraph 13 of Part Two (Explanatory Statement) of the Scheme Document
regarding an election for the Capped All-Share Alternative.  Greenhill is
providing independent financial advice to the Tyman Directors for the
purposes of Rule 3 of the Takeover Code.

Accordingly, the Tyman Directors unanimously recommend that Tyman Shareholders
vote or procure votes in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting (and, if the Transaction is
subsequently structured as a Takeover Offer, to accept any Takeover Offer made
by Quanex) as the Tyman Directors who held Tyman Shares at the date of the
announcement of a firm intention to make an offer for the entire issued and
to be issued share capital of Tyman pursuant to Rule 2.7 of the Takeover Code
made by Quanex on 22 April 2024 (the "2.7 Announcement") have irrevocably
undertaken to do in respect of their own holdings of Tyman Shares
(representing approximately 0.23 per cent. of Tyman's existing issued ordinary
share capital on the date of the 2.7 Announcement).Tyman Shareholders should
read the Scheme Document in its entirety before making a decision with respect
to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in Appendix 1 to this
announcement. The hearing of the Court to sanction the Scheme is currently
expected to be held in the third quarter of 2024, subject to the prior
satisfaction or waiver of the other Conditions set out in the Scheme Document.

If any of the key dates set out in the timetable change, Tyman will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on Tyman's
website at https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations) .

Shareholder helpline

If Tyman Shareholders have any questions relating to this announcement, the
Scheme Document, the Court Meeting, the General Meeting or the completion and
return of the Forms of Proxy or the GREEN Form of Election, please call the
Shareholder Helpline operated by Link Group, on +44 (0) 371 664 0321. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9:00 a.m. to 5:30 p.m., Monday to Friday,
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

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

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.

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.

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 or the solicitation of any vote or approval 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. No offer of
securities shall be made in the United States absent registration under the US
Securities Act, or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements. Any securities issued in the
Transaction are anticipated to be issued in reliance upon an exemption from
such registration requirements pursuant to Section 3(a)(10) of the US
Securities Act.

The Transaction will be made solely by means of the Scheme Document, or (if
applicable) pursuant to an Offer Document to be published by Quanex, which (as
applicable) will contain the full terms and conditions of the Transaction. Any
decision in respect of, or other response to, the Transaction, should be made
only on the basis of the information contained in such document(s). As
explained below, if Quanex ultimately seeks to implement the Transaction by
way of a Takeover Offer, that offer will be made in compliance with applicable
US laws and regulations.

This announcement does not constitute a prospectus or a prospectus exempted
document.

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions other than England and Wales.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Quanex or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Tyman outside of the
US, other than pursuant to the Transaction, until the date on which the
Transaction and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required in the UK,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(https://url.uk.m.mimecastprotect.com/s/HmvQC8p4cWJJ1Ou1Lk-U?domain=londonstockexchange.com)
.

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, 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 or Quanex for the current
or future financial years would necessarily match or exceed the historical
published earnings or earnings per share for Tyman or Quanex.

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 Quanex's website at https://www.roadto2b.com/
(https://www.roadto2b.com/) and 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 these websites 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.

 

Appendix 1

Expected timetable of principal events

All times shown are London, United Kingdom times unless otherwise stated. All
dates and times are based on Tyman's and Quanex's current expectations and are
subject to change. If any of the dates and/or times in this expected timetable
change, the revised dates and/or times will be notified to Tyman Shareholders
by announcement through a Regulatory Information Service, with such
announcement being made available on Tyman's website at
https://www.tymanplc.com/investor-relations
(https://www.tymanplc.com/investor-relations)

 Event                                                                            Time and/or date((1))
 Publication of the Proxy Statement                                               6 June 2024
 Publication of the Scheme Document                                               11 June 2024
 Latest time for lodging Forms of Proxy and registering proxy appointments
 through CREST or electronically for the:
 Court Meeting (blue form)                                                        2:30 p.m. on 10 July 2024((2))
 General Meeting (yellow form)                                                    2:45 p.m. on 10 July  2024((3))
 Voting Record Time for the Court Meeting                                         6:00 p.m. on 10 July 2024((4))
 Voting Record Time for the General Meeting                                       6:00 p.m. on 10 July 2024((4))
 Court Meeting                                                                    2:30 p.m. on 12 July 2024
 General Meeting                                                                  2:45 p.m. on 12 July 2024((5))
 Quanex Stockholder Meeting                                                       8:30 a.m. (Central Time) on 12 July 2024
 The following dates are indicative only and are subject to change:((6))
 Election Return Time for the Form of Election (green form) and TTE Instruction   1:00 p.m. on D - 7 calendar days

                                                                                  (17 July 2024)((7))
 Court Hearing to sanction the Scheme                                             A date expected to be in Q3 2024 subject to regulatory clearances (24 July
                                                                                  2024) ("D")
 Last day of dealings in, and for registration of transfers of, and disablement   D + 5 Business Day
 in CREST of, Tyman Shares

                                                                                  (31 July 2024)
 Scheme Record Time                                                               6:00 p.m. on D + 5 Business Day

                                                                                  (31 July 2024)
 Suspension of listing of, and dealings in, Tyman Shares                          7:30 a.m. on D + 6 Business Days

                                                                                  (1 August 2024)
 Expected Effective Date of the Scheme                                            D + 6 Business Days

                                                                                  (1 August 2024)
 Cancellation of admission to trading of Tyman Shares on the Main Market          7:30 a.m. on D + 7 Business Days

                                                                                  (2 August 2024)
 New Quanex Shares listed and commencement of trading on the NYSE                 By 09:30 am (New York time) on D + 7 Business Days

                                                                                  (2 August 2024)
 New Quanex Shares registered through DRS (in respect of Quanex Shares held by    D + 7 Business Days
 former certificated Tyman Shareholders)

                                                                                  (2 August 2024)
 Quanex CDIs (representing an entitlement to New Quanex Shares) credited to       As soon as practicable and in any event within 14 days of
 CREST accounts (in respect of Scheme Shares held in uncertificated form only)
the Effective Date

                                                                                  (by 15 August 2024)
 Latest date for despatch of statements of entitlement relating to New Quanex     As soon as practicable and in any event within 14 days of
 Shares held through DRS (in respect of Scheme Shares held in certificated form
the Effective Date
 only) and despatch of cheques in respect of cash consideration and for

 settlement of cash consideration through CREST or other form of payment          (by 15 August 2024)
 Long‑Stop Date                                                                   22 January 2025((8))

 

Notes:

(1)   All references to times are to London time unless otherwise stated.
The dates and times given are indicative only and are based on Tyman's and
Quanex's current expectations and may be subject to change (including as a
result of changes to the regulatory timetable). If any of the expected times
and/or dates above change, the revised times and/or dates will be notified to
Tyman Shareholders by announcement through a Regulatory Information Service
with such announcement being made available on Quanex's website at
https://www.roadto2b.com/ and on Tyman's website at
https://www.tymanplc.com/investor-relations and, if required by the Takeover
Panel, Tyman will send notice of the change(s) to Tyman Shareholders and other
persons with information rights and, for information only, to the holders of
awards/options under the Tyman Share Plans. Tyman Shareholders overseas should
refer Part Six (Additional Information for Overseas Shareholders) of the
Scheme Document, which contains important information relevant to such
holders.

(2)   It is requested that blue Forms of Proxy for the Court Meeting be
lodged not later than 48 hours before the time appointed for the Court
Meeting, excluding any part of a day that is not a Business Day. If a blue
Form of Proxy for the Court Meeting is not returned by such time, it may be
handed to Tyman's registrars, on behalf of the Chair of the Court Meeting, or
to the Chair of the Court Meeting before the start of the Court Meeting (or
any adjournment of it) and it will be valid.

(3)   Yellow Forms of Proxy for the General Meeting must be lodged not later
than 48 hours before the time appointed for the General Meeting, excluding any
part of a day that is not a Business Day. Yellow Forms of Proxy for the
General Meeting not lodged by this time will be invalid.

(4)   If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned meeting will be 6:00 p.m. on the
day which is two days before the date of the adjourned meeting, excluding any
part of a day that is not a Business Day.

(5)   Or as soon as the Court Meeting shall have concluded or been
adjourned.

(6)   These dates are indicative only and will depend, among other things,
on the date upon which: (i) the Conditions are satisfied or (if capable of
waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order
is delivered to the Registrar of Companies. Participants in the Tyman Share
Plans will be contacted separately to inform them of the effect of the Scheme
on their rights under the Tyman Share Plans, including details of any
appropriate proposals being made and dates and times relevant to them.

(7)   The indicative dates in brackets have been calculated on the
assumption the Court Hearing to sanction the Scheme ("D") takes place on 24
July 2024. As stated in note (1) above, this date is indicative only and is
subject to regulatory clearances and, therefore, may change.

(8)   This is the latest date by which the Scheme may become effective
unless Quanex and Tyman agree (and the Takeover Panel and, if required, the
Court permit) a later date.

 

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