Latchways : Result of Shareholder Meetings

RNS Number : 8292B

Latchways PLC

09 October 2015



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

9 October 2015

Recommended Cash Acquisition
of
Latchways plc ('Latchways')
by
MSA UK Holdings Limited ('Bidco')
(an indirect wholly-owned subsidiary of MSA Safety Incorporated ('MSA'))

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Results of Shareholder Meetings held on 9 October 2015

The Latchways Board is pleased to announce that, at the Court Meeting and the General Meeting held earlier today, in connection with the recommended cash acquisition by Bidco (an indirect wholly-owned subsidiary of MSA) for the entire issued and to be issued ordinary share capital of the Company to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme'), Latchways Shareholders voted to:

- approve the Scheme by the necessary majority at the Court Meeting; and

- pass the Special Resolution to implement the Scheme at the General Meeting.

Details of these resolutions are set out in the notices of the Court Meeting and General Meeting, respectively, contained in the scheme document dated 16 September 2015 sent or made available to Latchways Shareholders (the 'Scheme Document').

Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

Voting results of the Court Meeting

The results of the poll at the Court Meeting held on 9 October 2015 were as follows:

Voting results of the General Meeting

The results of the poll at the General Meeting held on 9 October 2015 were as follows:

* A vote withheld is not a vote in law and counts neither 'For' nor 'Against' the Special Resolution.

Next Steps and Timetable

Completion of the Acquisition remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document including the sanction by the Court of the Scheme at the Scheme Court Hearing and the delivery of a copy of the Scheme Court Order (which has been duly stamped by HMRC) to the Registrar of Companies. The expected timetable of principal events for the implementation of the Scheme is set out on page 6 of the Scheme Document. Subject to the Court sanctioning the Scheme and the satisfaction or waiver of the other conditions, the Scheme is expected to become Effective before the end of October 2015. Latchways will apply to the UK Listing Authority and to the London Stock Exchange for, respectively, the listing of Latchways Shares on the Official List and the trading of the Latchways Shares on the Main Market, to be suspended with effect from 7.30 a.m. (London time) on 16 October 2015.

If any of the key dates set out in the expected timetable change, Latchways will give notice of this change by issuing an announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions, also be available on Latchways' website at www.latchways.com and on MSA's website at www.msasafety.com, respectively.

Subject to certain restrictions, a copy of this announcement and the amended Latchways Articles will be available on Latchways' website at www.latchways.com. In addition, a copy of the Special Resolution and the amended Latchways Articles will be submitted electronically to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries

Bidco and MSA:

Kenneth Krause, Vice President, Strategic Finance and Treasurer Tel: +1 724 741 8534

Lazard:

(Financial Adviser to Bidco and MSA)

Mark McMaster Tel: +44 207 187 2000

Jean Greene

Richard Shaw

Eugene Schreider

Latchways:

David Hearson Tel: +44 1380 732700

Rex Orton

Rothschild:

(Financial Adviser to Latchways)

Paul Simpson Tel: +44 121 600 5252

John Byrne

N+1 Singer:

(Corporate Broker to Latchways)

Shaun Dobson Tel: +44 207 496 3000

Alex Wright

IFC Advisory:

(Public Relations Adviser to Latchways)

Graham Herring Tel: +44 203 053 8671

Tim Metcalfe

Important notices

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to Latchways and for no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

N+1 Singer, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate broker to Latchways and no one else in connection with the Acquisition and the subject matter of this announcement and will not be responsible to anyone other than Latchways for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the subject matter of this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and MSA and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and MSA for providing the protections afforded to clients of Lazard, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Latchways Shares in respect of the Scheme at the Meetings or to execute and deliver Forms of Proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors

The Acquisition relates to the shares of an English company that is not registered under US Securities Exchange Act of 1934 (the 'US Exchange Act') and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements in the United States tender offer and proxy solicitation rules under the Exchange Act. Financial information included (or incorporated by reference) in this announcement and the Scheme Document in relation to Latchways has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of Latchways Shares to enforce their rights and any claim arising out of US federal laws, since Latchways and certain affiliates of MSA are located in a non-US jurisdiction and some or all of their officers and directors may be resident in a non-US jurisdiction. US holders of Latchways Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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 judgement. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.

Provision of certain information

Please be aware that addresses, electronic addresses and certain other information provided by Latchways Shareholders, persons with information rights and other relevant persons for the receipt of communications from Latchways may be provided to MSA and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.12(c) of the Takeover Code.

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 10thbusiness day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10thbusiness 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, 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 of the Takeover Code). 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 Panel's website at 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 on website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Latchways' website at www.latchways.com and on MSA's website at www.msasafety.com.

Neither the content of the websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Requesting hard copy documents

You may request a hard copy of this announcement (and any information incorporated into it by reference to another source) by contacting the company secretary of Latchways during business hours on Tel: +44 1380 732 700 or by submitting a request in writing to the company secretary of Latchways at Hopton Park, Devizes, Wiltshire, SN10 2JP, United Kingdom. Your attention is drawn to the fact that a hard copy of this announcement will not be sent to you unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

The company news service from the London Stock Exchange

END

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