REG - Volex PLC - Proposed Placing and Open Offer <Origin Href="QuoteRef">VLX.L</Origin>

VolexAnnouncement

06/09/2014 02:15

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RNS Number : 4490J
Volex PLC
12 June 2014 
 
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH
AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO
THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE
A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS. 
 
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE
OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS AN OFFER TO SELL OR ISSUE OR
THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED
TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH,
ANY CONTRACT OR COMMITMENT WHATSOEVER. PLEASE SEE THE IMPORTANT NOTICES AT THE
END OF THE SUMMARY. 
 
12 June 2014 
 
VOLEX PLC 
 
Proposed Placing & Open Offer of 24,067,171 new ordinary shares ("New Shares")
at 75 pence each to raise approximately £18.1 million(US$30.3 million) (the
"Placing & Open Offer") 
 
The Board of Volex plc ("Volex" or the "Group"), a global provider of power
and data cabling solutions, announces today that it is proposing to raise
gross proceeds of approximately £18.1 million (US$30.3 million) by the issue
of 24,067,171 New Shares through the Placing & Open Offer at 75 pence per New
Share. This, in conjunction with an amended and extended US$45.0 million
committed bank facility also announced today, is expected to provide a
stronger platform for the continued progress of the Volex Transformation
Plan. 
 
Highlights 
 
·      Intention to raise gross proceeds of approximately £18.1 million
(US$30.3 million) 
 
·      Prepayment of US$25.0 million to reduce the existing bank facility to
US$45.0 million, and to extend maturity to June 2017 
 
·      Supported by the Group's largest shareholder NR Holdings Limited which
is taking up its entitlement under the Open Offer in full 
 
·      Expected to provide a stronger platform for the continued progress of
the Volex Transformation Plan 
 
With the exception of the Committed Shares, which Nathaniel Rothschild, NR
Holdings Limited and certain of the Directors have irrevocably undertaken to
take up pursuant to their respective entitlements under the Open Offer, the
Placing & Open Offer is being fully underwritten by Investec subject to, and
in accordance with, the terms of the Underwriting Agreement. 
 
The Issue Price represents a discount of approximately 6.0 per cent. to the
Closing Price of 79.75 pence on 11 June 2014 (being the last Business Day
before this announcement). 
 
The Placing & Open Offer is conditional on, among other things, the approval
of Shareholders at a General Meeting to be held at 10.00 a.m. on 1 July 2014.
Details relating to the General Meeting will be contained in the Circular to
be sent to shareholders. If the Resolution is passed and the other conditions
to the Placing & Open Offer are satisfied, it is expected that dealings in the
New Shares will commence at 8:00 a.m. on 2 July 2014. 
 
It is intended that the Prospectus will be sent to Qualifying Shareholders
(other than Excluded Overseas Shareholders) this week. Further details of the
Placing & Open Offer are set out in this announcement and will be set out in
the Prospectus. 
 
Background to and reasons for the Placing & Open Offer 
 
Following several years of achieving revenue growth (revenue from continuing
operations grew 42 per cent. from $365.4 million for the 52 weeks ended 4
April 2010 to $517.8 million for the 52 weeks ended 1 April 2012) through a
strategy of increased investment and a focus on larger customers, the Group
has experienced a significant downturn in demand for its products over the
last 2 years. The Group's revenue fell 23 per cent. from $517.8 million for
the 52 weeks ended 1 April 2012 to $400.2 million for the 52 weeks ended 30
March 2014 with underlying operating profit (after non-recurring items and
share-based payments) falling 86 per cent. from $32.0 million to $4.5
million. 
 
This downturn was caused by a loss of alignment between the Group's strategic
goals and the requirements of the Group's core customers in the power cord
market and a reduction in demand from the Group's key infrastructure
customers, arising from completion of 4G roll-out projects in the US and Japan
in the data market. This resulted in a reduction in sales orders from a number
of the Group's larger customers, which, coupled with its operational
investment in increased production capacity, caused a significant reduction in
profitability for the Group. 
 
A new CEO was appointed in July 2013 to lead the recovery of the Group. The
new management team is currently executing the Volex Transformation Plan,
which aims to improve the Group's relationships with its customers and reduce
its costs so that it is able to continue to offer quality products at
competitive prices. 
 
The downturn in the Group's trading and reduction in profitability have meant
that the level of debt within the Group is now deemed by the Board to be too
high, restricting the ability to execute the Volex Transformation Plan. Net
debt has increased from $7.4 million as at 3 April 2011 to $32.2 million as at
30 March 2014 as a result of lower sales, increased costs and the Group's
increased investment (purchases of property, plant and equipment were $10.3
million in the 52 weeks ended 1 April 2012, $24.9 million in the 52 weeks
ended 31 March 2013 and $8.2 million in the 52 weeks ended 30 March 2014). As
a result of the downturn, the management team requires greater financial
flexibility in order to execute the Volex Transformation Plan. 
 
The Company has entered into an amendment letter dated 11 June 2014 with
Lloyds TSB Bank plc, HSBC Bank plc and Clydesdale Bank PLC its lenders (the
"June Amendment Letter"). Under the terms of the June Amendment Letter, the
terms of the Company's existing revolving credit facility (the "Facility")
will be amended to limit the available facility to up to US$45.0 million
(previously US$75 million) and extend the termination date from 15 June 2015
to 15 June 2017. In addition the Company has negotiated revisions to its
financial covenants and interest rate margins. In consideration of these
amendments, the Company will pay its lenders a work fee of US$0.3 million, and
prepay US$25.0 million of its outstanding bank debt. The June Amendment Letter
is conditional upon the Placing & Open Offer completing. 
 
The Directors believe that these amendments combined with the reduction of
outstanding bank debt from the net proceeds of the Placing & Open Offer will
provide a more stable and certain funding structure of the Group for the next
3 years, to June 2017. 
 
In the event that the Placing & Open Offer does not complete, and the June
Amendment Letter does not become effective, the Facility will expire in June
2015 and the Company will be required to refinance its debt facilities during
the forthcoming 12 months. Pending refinancing, and in order to maintain
compliance with financial performance covenants in the Facility, the Company
may have to undertake a number of mitigating actions available to it, in the
event that actual performance falls below current expectations. These
mitigating actions may slow the financial recovery of the Company, since they
would include a reduction in capital expenditure that is focussed upon growing
revenues and a slowing down of cost reduction exercises that are currently
underway. The Directors believe that they have the financial controls and
monitoring in place, which will enable these mitigating actions to be
implemented in a timely manner, in the event that actual performance falls
below current expectations. 
 
The Board considers the Placing & Open Offer to be a suitable fundraising
structure as it may allow access to new investors to broaden the Company's
shareholder base, whilst providing existing Shareholders with the opportunity
to participate on a pro rata basis to their existing shareholdings in the
fundraising through the Open Offer. 
 
Use of Proceeds 
 
The Company intends to use the net proceeds of the Placing & Open Offer to
reduce indebtedness and has agreed with its lending banks to prepay US$25.0
million of its outstanding financial indebtedness out of the net proceeds of
the Placing & Open Offer. 
 
Enquiries: 
 
Volex PLC 
 
Christoph Eisenhardt / Nick Parker 
 
Tel: +44 (0) 20 3370 8830 
 
Investec Bank PLC 
 
Patrick Robb / Andrew Pinder 
 
Matt Lewis / Dominic Emery / Sebastian Lawrence 
 
Tel: +44 (0) 20 7597 4000 
 
Tulchan Communications 
 
Christian Cowley / James Macey White 
 
Tel: +44 (0) 20 7353 4200 
 
This summary should be read in conjunction with, and is subject to, the full
text of this announcement as well as the Prospectus relating to the Placing &
Open Offer which will be sent to Qualifying Shareholders (other than Excluded
Overseas Shareholders) and will also be made available on the Company's
website. 
 
IMPORTANT INFORMATION 
 
The defined terms set out in the Appendix apply to this announcement. Unless
otherwise stated, references to time contained in this announcement are to UK
time. 
 
This announcement is an advertisement and does not constitute a prospectus.
Nothing in this announcement should be interpreted as a term or condition of
or form a part of, and should not be construed as, any offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities,
nor should it or any part of it form the basis of, or be relied on in
connection with, any contract or commitment whatsoever. Any decision to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any
securities in the Company must be made only on the basis of the information
contained in and incorporated by reference into the Prospectus. 
 
The ability of Overseas Shareholders to accept the offer may be restricted in
certain jurisdictions. Pursuant to section 562 of the 2006 Act, the Open Offer
to Qualifying Shareholders who have no registered address within a member
state of the European Economic Area and who have not supplied the Company with
an address within a member state of the European Economic Area for the service
of notices will be made by the Company publishing a notice in the London
Gazette on 13 June 2014 stating where copies of the Prospectus and Application
Form may be inspected or obtained on personal application by or on behalf of
Qualifying Shareholders. 
 
This announcement is not an offer of securities for sale, or a solicitation of
an offer to buy securities, in the United States or in any other jurisdiction
where such offer or solicitation would not be permitted. Securities may not be
offered or sold in the United States absent registration with the United
States Securities and Exchange Commission or an exemption from registration.
The securities described in this announcement, when and if offered, will not
be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any regulatory authority or under the applicable
securities laws of any state or other jurisdiction of the United States, or
the relevant laws of any state, province or territory of any other Restricted
Jurisdiction and the New Shares may not be offered, sold, pledged, or
otherwise transferred directly or indirectly, within the United States (as
defined in Regulation S under the Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state or local securities
law. This announcement does not constitute an offer to sell or a solicitation
of an offer to buy New Shares in any jurisdiction in which such offer or
solicitation is unlawful. This announcement is not a prospectus or other
offering document. There will be no public offering of securities in the
United States. 
 
Investec, which is authorised by the Prudential Regulation Authority ("PRA")
and regulated by the PRA and the Financial Conduct Authority, is acting for
the Company only and no-one else in connection with the Placing & Open Offer
and Admission and will not regard any other person (whether or not a recipient
of this announcement) as a client in relation to the Placing & Open Offer or
Admission and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing & Open Offer or Admission or any matters referred to
in this announcement. 
 
Apart from the responsibilities and liabilities, if any, which may be imposed
on Investec by FSMA, Investec accepts no responsibility whatsoever for the
contents of this announcement, including its accuracy, completeness or
verification of any other statement made or purported to be made by it, or on
its behalf, in connection with the Company, the New Shares, the Placing & Open
Offer or Admission. Investec accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to above)
which it might otherwise have in respect of this announcement of any such
statement. 
 
Certain statements made in this announcement constitute forward-looking
statements. Forward-looking statements can be identified by the use of words
such as "may", "will", "should", "predict", "assurance", "aim", "hope",
"risk", "expect", "intend", "estimate", "anticipate", "believe", "plan",
"seek", "continue" or other similar expressions that are predictive or
indicative of future events. All statements other than statements of
historical facts included in this announcement, including, without limitation,
those regarding the Group's expectations, intentions and beliefs concerning,
amongst other things, the Group's results of operations, financial position,
growth strategy, prospects, dividend policy and the industries in which the
Group operates, are forward-looking statements. By their nature, such
forward-looking statements involve known and unknown risks, uncertainties and
other factors, many of which are outside the control of the Group and its
Directors, which may cause the actual results, performance, achievements, cash
flows, dividends of the Group or industry results to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. As such, forward-looking statements are no
guarantee of future performance. 
 
Such forward-looking statements are based on numerous assumptions regarding
the Group's present and future business strategies and the environment in
which the Group will operate in the future. Among the important factors that
could cause the Group's actual results, performance or achievements to differ
materially from those in the forward-looking statements include, among others,
economic conditions in the relevant markets of the world, market position of
the Company or its subsidiaries, earnings, financial position, cash flows,
return on capital and operating margins, political uncertainty, the actions of
competitors, activities by governmental authorities such as changes in
taxation or regulation, changing business or other market conditions and
general economic conditions and such other risk factors identified in the
"Risk Factors" section of the Prospectus. Forward-looking statements should,
therefore, be construed in light of such risk factors and undue reliance
should not be placed on forward-looking statements. These forward-looking
statements speak only as of the date of this announcement and are not intended
to give assurance as to future results. 
 
Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement. 
 
VOLEX PLC 
 
Proposed Placing & Open Offer of 24,067,171 new ordinary shares ("New Shares")
at 75 pence each to raise approximately £18.1 million(US$30.3 million) (the
"Placing & Open Offer") 
 
Principal terms and conditions of the Placing& Open Offer 
 
The Company is proposing to raise gross proceeds of approximately £18.1
million (approximately £16.7 million net of expenses) by the issue of
24,067,171 New Shares by way of the Placing & Open Offer at 75 pence per New
Share. The New Shares, with the exception of the Committed Shares, have been
conditionally placed with institutional investors by Investec (subject to
clawback to satisfy valid applications by Qualifying Shareholders under the
Open Offer). Qualifying Shareholders are being offered the right to subscribe
for New Shares in accordance with the terms of the Open Offer. The ability of
Qualifying Shareholders to accept the Open Offer may be restricted in certain
jurisdictions. 
 
The Issue Price of 75 pence per New Share represents a discount of
approximately 6.0 per cent. to the Closing Price of 79.75 pence on 11 June
2014 (the last Business Day before this announcement). 
 
The Placing & Open Offer is expected to result in 24,067,171 New Shares being
issued (representing approximately 36.4 per cent. of the existing issued share
capital and 26.7 per cent. of the Enlarged Ordinary Share Capital). 
 
With the exception of the Committed Shares, which Nathaniel Rothschild, NR
Holdings Limited and certain of the Directors have irrevocably undertaken to
take up pursuant to their respective entitlements under the Open Offer, the
Placing & Open Offer is being fully underwritten by Investec subject to, and
in accordance with, the terms of the Underwriting Agreement. 
 
As part of the Placing & Open Offer, the New Shares, excluding the Committed
Shares, are being allocated to placees who have agreed to subscribe for such
shares pursuant to the Placing. These shares are subject to clawback to
satisfy valid applications by Qualifying Shareholders under the Open Offer. In
the event that valid applications are not received in respect of any of the
New Shares under the Open Offer, unallocated New Shares will be placed under
the Placing. 
 
Open Offer 
 
Under the Open Offer, Qualifying Shareholders are being offered the
opportunity to subscribe at the Issue Price for New Shares on the following
basis: 
 
4 New Shares for every 11 Existing Shares 
 
registered in their name on the Record Date. 
 
The ability of Qualifying Shareholders to accept the Open Offer may be
restricted in certain jurisdictions. 
 
Open Offer Entitlements under the Open Offer will be rounded down to the
nearest whole number and any fractional entitlements to New Shares will not be
allocated. The aggregate number of New Shares available for subscription
pursuant to the Open Offer will not exceed 24,067,171 New Shares. 
 
Shareholders will experience dilution in their ownership and voting interests
in the Company to the extent that they do not or cannot subscribe in full for
their Open Offer Entitlements. 
 
New Shares 
 
The New Shares, when issued and fully paid, or credited as fully paid, will
rank in full for all dividends or distributions made, paid or declared after
the date of issue and otherwise pari passu in all respects with the Existing
Shares. 
 
No temporary documents of title will be issued in respect of New Shares held
in certificated form. In respect of those Qualifying Shareholders who have
elected to hold their New Shares in uncertificated form, the New Shares are
expected to be credited to their stock accounts maintained in CREST as soon as
possible after 8.00 a.m. on 2 July 2014. In respect of those Qualifying
Shareholders who have elected to hold their New Shares in certificated form,
definitive certificates are expected to be posted by 9 July 2014. 
 
Applications will be made to the UKLA and the London Stock Exchange for the
New Shares to be listed on the Official List and to be admitted to trading on
the main market of the London Stock Exchange respectively. Admission is
expected to occur on 2 July 2014 when dealings in the New Shares are expected
to commence. 
 
Conditions 
 
The Placing & Open Offer are conditional, inter alia, upon: 
 
(a)        the passing of the Resolution at the General Meeting; 
 
(b)        the Underwriting Agreement having become unconditional in all
respects; and 
 
(c)        Admission becoming effective by no later than 8.00 a.m. on 2 July
2014 (or such later time and date as the Company and Investec may agree, not
being later than 8.00 a.m. on 16 July 2014). 
 
Prior to Admission, Investec may terminate the Underwriting Agreement in
certain defined circumstances. Following Admission, the Underwriting Agreement
cannot be terminated. 
 
Accordingly, if these and the other conditions to which the Open Offer is
subject are not satisfied or waived (where capable of waiver), the Placing &
Open Offer will be revoked and will not proceed. 
 
Irrevocable undertakings 
 
Nathaniel Rothschild and NR Holdings Limited have irrevocably undertaken to
subscribe in full for the New Shares to which they are entitled pursuant to
their Open Offer Entitlement, representing 6,137,538 New Shares in aggregate. 
 
Nathaniel Rothschild and NR Holdings Limited, holding in aggregate 16,878,232
Ordinary Shares, representing 25.5 per cent. of the Ordinary Shares as at 11
June 2014, have also irrevocably undertaken to vote or procure the registered
holder of the Ordinary Shares to vote in favour of the Resolution in respect
of these shares. 
 
Each of the Directors is supportive of the fundraising and those Directors who
hold Ordinary Shares have irrevocably undertaken to subscribe, in aggregate,
for 30,908 New Shares which they are entitled to pursuant to their respective
Open Offer Entitlements as follows: 
 
 Director              New Shares  
 Karen Slatford        10,909      
 Christoph Eisenhardt  9,090       
 Daren Morris          10,909      
 Total                 30,908      
 
 
In addition, each of the Directors holding Ordinary Shares has irrevocably
undertaken to vote, or procure that the registered holder of their Ordinary
Shares votes, in favour of the Resolution in respect of his/her own beneficial
holdings. The combined beneficial holdings of the Directors together amount to
85,000 Ordinary Shares, representing approximately 0.13 per cent. of the
Ordinary Shares in issue as at 11 June 2014 (being the last practicable date
prior to this announcement). 
 
Structure of the Placing & Open Offer 
 
For technical reasons, the Company will issue the New Shares in consideration
for the transfer to it by Investec (the "Newco Subscriber") of the issued
ordinary shares of Newco held by the Newco Subscriber and the entire issued
redeemable preference share capital of Newco, which will result in the Company
owning the entire issued share capital of Newco, the only assets of which will
be its cash resources. These resources will represent the net proceeds of the
Placing & Open Offer. The Company will be able to utilise this amount by
redeeming the redeemable preference shares it will then hold in Newco and,
during any interim period prior to redemption, by procuring that Newco lends
the amount to the Company (or another member of the Group). The structure of
the Placing & Open Offer is expected to have the effect of creating
distributable reserves equal to the net proceeds of the Placing & Open Offer
less the par value of the New Shares. 
 
Overseas Shareholders 
 
Pursuant to section 562 of the 2006 Act, the Open Offer to Qualifying
Shareholders who have no registered address within a member state of the
European Economic Area and who have not supplied the Company with an address
within a member state of the European Economic Area for the service of notices
will be made by the Company publishing a notice in the London Gazette on 13
June 2014 stating where copies of the Prospectus and Application Form may be
inspected or obtained on personal application by or on behalf of Qualifying
Shareholders. However, in order to facilitate acceptance of the Open Offer by
Qualifying Shareholders by virtue of such publication, the Prospectus and
Application Form will also be posted to such Qualifying Shareholders (other
than those who have a registered address or are resident or located in the
United States or any other Restricted Jurisdiction). Overseas Qualifying
Shareholders, if it is lawful to do so, may accept the Open Offer either by
returning the Application Form posted to them in accordance with the
instructions set out therein or, subject to surrendering any original
Application Form posted to them, by obtaining a copy thereof from the place
stated in the notice in the London Gazette and returning it in accordance with
the instructions set out therein. Similarly, Open Offer Entitlements are
expected to be credited to stock accounts of Qualifying CREST Shareholders
(other than those who have a registered address or are resident or located in
the United States or any other Restricted Jurisdiction). 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
Each of the times and dates in the table below is indicative only and may be
subject to change. 
 
 Record Date for entitlement under the Open Offer                                                                                                      close of business on 11 June 2014                    
 Announcement of the Placing & Open Offer                                                                                                              12 June 2014                                         
 Ex-entitlement date for the Open Offer                                                                                                                8.00 a.m. on 12 June 2014                            
 Publication of the Prospectus                                                                                                                         12 June 2014                                         
 Posting of the Prospectus, Circular, Form of Proxy and Application Form                                                                               13 June 2014                                         
 Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders                                                                   As soon as possible after 8.00 a.m. on 16 June 2014  
 Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST                                                      4.30pm on 24 June 2014                               
 Latest time and date for depositing Open Offer Entitlements into CREST                                                                                3.00pm on 25 June 2014                               
 Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)                                                     3.00pm on 26 June 2014                               
 Latest time and date for receipt of Forms of Proxy                                                                                                    10.00am on 27 June 2014                              
 Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction  11.00 a.m. on 30 June 2014                           
 General Meeting                                                                                                                                       10.00am on 1 July 2014                               
 Admission and commencement of dealings in New Shares                                                                                                  8.00am on 2 July 2014                                
 CREST Members' accounts credited in respect of New Shares in uncertificated form                                                                      As soon as possible after 8.00am on 2 July 2014      
 Despatch of definitive share certificates for New Shares in certificated form                                                                         by 9 July 2014                                       
 
 
Notes: 
 
The times set out in the expected timetable of principal events above and
mentioned throughout this announcement are times in London unless otherwise
stated, and may be adjusted by the Company in consultation with or, if
required, with the agreement of Investec, in which event details of the new
times and dates will be notified to the UK Listing Authority, the London Stock
Exchange and, where appropriate, Shareholders. 
 
APPENDIX 
 
DEFINITIONS 
 
The following definitions apply throughout this announcement, unless stated
otherwise: 
 
"2006 Act"                                          the Companies Act 2006, as
amended; 
 
"Admission"                                       the admission of the New
Shares to the Official List becoming effective in accordance with the Listing
Rules and the admission of such shares to trading on the main market of the
London Stock Exchange for listed securities becoming effective in accordance
with the Admission and Disclosure Standards; 
 
"Admission and Disclosure               the Admission and Disclosure Standards
of the London Stock 
 
Standards"                                        Exchange containing, among
other things, the admission requirements to be observed by companies seeking
admission to trading on the main market of the London Stock Exchange for
listed securities; 
 
"Application Form"                            the application form to
accompany the Prospectus by which Qualifying Non-CREST Shareholders will be
able to apply for New Shares under the Open Offer; 
 
"Board"                                             the board of directors of
the Company; 
 
"Business Day"                                  any day (excluding Saturdays
and Sundays or public holidays in England and Wales) on which banks are
generally open in the City of London for the transaction of normal banking
business; 
 
"certificated" or "in certificated          where a share or other security is
not in uncertificated form; 
 
form" 
 
"Circular"                                          a circular to be sent to
Shareholders convening the General Meeting at which the Resolution will be
proposed; 
 
"Closing Price"                                  the closing mid-market price
of an Ordinary Share as derived from the Daily Official List of the London
Stock Exchange on the specified date; 
 
"Committed Shares"                          30,908 New Shares which certain
Directors have irrevocably undertaken to apply for under the Open Offer
pursuant to the Directors' Irrevocable Undertakings and 6,137,538 New Shares
which Nathaniel Rothschild and NR Holdings Limited have irrevocably undertaken
to apply for under the Open Offer pursuant to the Shareholder Irrevocable
Undertakings; 
 
"Company" or "Volex"                        Volex plc, a public limited
company incorporated in England and Wales with registered number 158956; 
 
"CREST"                                            the relevant system, as
defined in the CREST Regulations, for paperless settlement of share transfers
and the holding of shares in uncertificated form (in respect of which
Euroclear UK is the operator as defined in the CREST Regulations); 
 
"CREST Regulations"                        the Uncertificated Securities
Regulations 2001 (SI 2001 No. 01/3755), as amended; 
 
"Daily Official List"                            the daily record setting out
the prices of all trades in shares and other securities conducted on the
London Stock Exchange; 
 
"Directors' Irrevocable                      the irrevocable undertakings
given by each of Karen Slatford, 
 
Undertakings"                                   Christoph Eisenhardt and Daren
Morris to apply for their full Open Offer Entitlements amounting to 30,908 New
Shares in aggregate; 
 
"Directors"                                         the current directors of
the Company; 
 
"Enlarged Ordinary Share Capital"   the issued ordinary share capital of the
Company immediately following the issue of the New Shares pursuant to the
Placing & Open Offer; 
 
"Euroclear UK"                                  Euroclear UK and Ireland
Limited (formerly CRESTCO Limited), the operator of CREST; 
 
"European Economic Area"               the European Union, Iceland, Norway and
Liechtenstein; 
 
"Excluded Overseas Shareholders"  subject to certain exemptions, Shareholders
who are located or have registered addresses in any Restricted Jurisdiction; 
 
"Existing Shares"                              the fully paid Ordinary Shares
in issue at the Record Date; 
 
"Financial Conduct Authority"           the Financial Conduct Authority of the
UK in its capacity as the 
 
or "FCA"                                             competent authority for
the purposes of Part VI of FSMA and in theexercise of its functions in respect
of admission to the Official List otherwise than in accordance with Part VI of
FSMA; 
 
"Form of Proxy"                                form of proxy accompanying the
Circular for use by Shareholders in relation to the General Meeting; 
 
"FSMA"                                              the Financial Services and
Markets Act 2000, as amended from time to time; 
 
"General Meeting"                            the General Meeting of the
Company to be held on 1 July 2014 at 10.00 a.m.; 
 
"Group"                                             the Company and each of
its subsidiaries and subsidiary undertakings from time to time; 
 
"Investec" or "Newco Subscriber"      Investec Bank plc, a public limited
company, incorporated in England and Wales with registered number 00489604; 
 
"Issue Price"                                      75 pence per New Share; 
 
"Listing Rules"                                   the listing rules made by
the FCA under Part VI of FSMA (as amended from time to time); 
 
"London Stock Exchange"                London Stock Exchange plc; 
 
"Newco"                                            Rendezvous 1 Capital
(Jersey) Limited; 
 
"New Shares"                                    the new Ordinary Shares to be
allotted and issued by the Company pursuant to the Placing & Open Offer; 
 
"Notice of the General Meeting"       the notice of the General Meeting; 
 
"NR Holdings Limited"                       a company registered in England
and Wales with company number 05437717; 
 
"Official List"                                     the Official List of the
UK Listing Authority; 
 
"Open Offer"                                      the conditional invitation
to be contained in the Prospectus to Qualifying Shareholders inviting them to
subscribe for the New Shares at the Issue Price on the terms and subject to
the conditions set out in the Prospectus and, in the case of Qualifying
Non-CREST Shareholders only, the Application Form; 
 
"Open Offer Entitlement"                   the pro rata entitlement of
Qualifying Shareholders to subscribe for 4 New Shares for every 11 Existing
Shares registered in their name as at the Record Date; 
 
"Ordinary Shares"                             ordinary shares of 25 pence each
in the capital of the Company; 
 
"Overseas Shareholders"                  Shareholders who have registered
addresses in, or who are resident or ordinarily resident in or citizens of, or
which are corporations, partnerships or other entities created or organised
under the laws of countries other than the United Kingdom or persons who are
nominees of or custodians, trustees or guardians for citizens, residents in or
nationals of, countries outside the United Kingdom; 
 
"Placing"                                           the conditional placing by
Investec on behalf of the Company of the New Shares, excluding the Committed
Shares, pursuant to the Underwriting Agreement; 
 
"Prospectus"                                      the prospectus relating to
the Company for the purpose of the Placing & Open Offer (together with any
supplements or amendments thereto) expected to be dated 12 June 2014; 
 
"Qualifying Non-CREST                     Qualifying Shareholders holding
Ordinary Shares on the 
 
Shareholders"                                   Record Date in certified
form; 
 
"Qualifying Shareholders"                holders of Ordinary Shares on the
Register of Members at the Record Date; 
 
"Record Date"                                   close of business on 11 June
2014; 
 
"Register of Members"                      the Company's register of members; 
 
"Resolution"                                      the resolution to be
proposed at the General Meeting and set out in the Notice of the General
Meeting; 
 
"Restricted Jurisdiction"                    each of Australia, Canada, Japan,
the Republic of South Africa and the United States and any other jurisdiction
where the extension or availability of the Placing & Open Offer (and any other
transaction contemplated thereby) would breach any applicable law or
regulation; 
 
"Shareholders"                                  holders of Ordinary Shares; 
 
"Shareholder Irrevocable                 the irrevocable undertakings given by
Nathaniel Rothschild and 
 
Undertakings"                                   NR Holdings Limited to apply
for their full Open Offer Entitlements amounting to 6,137,538 New Shares in
aggregate and to vote in favour of the Resolution to be proposed at the
General Meeting; 
 
"Sterling" or "£" or "pence"                 the lawful currency of the UK; 
 
"subsidiary"                                       a subsidiary, as that term
is defined in section 1159 of the 2006 Act; 
 
"subsidiary undertaking"                   a subsidiary undertaking, as that
term is defined in section 1162 of the 2006 Act; 
 
"UK Listing Authority" or                    the FCA in its capacity as the
competent authority for the 
 
"UKLA"                                              purposes of Part VI of
FSMA and in the exercise of its functions in respect of the admission to the
Official List otherwise than in accordance with Part VI of FSMA; 
 
"uncertificated" or                             recorded on the relevant
register of the share or security 
 
"in uncertificated form"                    concerned as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means ofCREST; 
 
"Underwriting Agreement"               the underwriting agreement between the
Company and Investec dated 12 June 2014 relating to the Placing & Open Offer; 
 
"United Kingdom" or "UK"                  the United Kingdom of Great Britain
and Northern Ireland; 
 
"United States" or "US"                       the United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia; 
 
"US$" or "$"                                        the lawful currency of the
United States; and 
 
"Volex Transformation Plan"            a plan developed by the Company which
aims to improve the Group's relationships with its customers and reduce its
costs so that it is able to continue to offer quality products at competitive
prices. The key elements of the plan focus on increased customer focus,
design-to-cost manufacturing, supply chain management and improved financial
management. 
 
This information is provided by RNS
The company news service from the London Stock Exchange