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Recommended Cash Acquisition of Laird PLC

Released 07:00 01-Mar-2018

RNS Number : 3217G
Advent International
01 March 2018
 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

1 March 2018

RECOMMENDED CASH ACQUISITION

of

Laird PLC ("Laird")
by

AI Ladder Limited ("Bidco")
a wholly-owned indirect subsidiary of funds managed by
Advent International Corporation ("Advent")

Summary

·           The boards of Bidco and Laird are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Laird by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

·           Under the terms of the Acquisition, Laird Shareholders shall be entitled to receive 200 pence in cash for each Laird Share held, representing an attractive premium of approximately:

·             72.6 per cent. to the closing price per Laird Share of 115.9 pence on 28 February 2018 (being the latest practicable date prior to publication of this Announcement);

·             67.1 per cent. to the volume weighted average price per Laird Share of 119.7 pence for the one month period ended 28 February 2018 (being the latest practicable date prior to publication of this Announcement); and

·             53.0 per cent. to the volume weighted average price per Laird Share of 130.7 pence for the three month period ended 28 February 2018 (being the latest practicable date prior to publication of this Announcement).

·           The Acquisition values the entire issued ordinary share capital of Laird at approximately £1 billion on a fully diluted basis.

·           If any dividend or other distribution is authorised, declared, made or paid in respect of Laird Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend or other distribution.

Information on Laird

·           Laird completed a £185 million rights issue in April 2017 that reduced borrowings and rightsized the capital structure of the Laird Group to enable continued investments in future growth. The rights issue also allowed Laird to continue executing its operating model re-design, which is delivering $20 million of cost savings.

·           As part of its 2016 results, Laird announced a new three division structure, which better reflects the different focus required in each of the divisions to drive value.

·           Laird has made significant progress and delivered a much improved performance in 2017, with continued progress across all three of the divisions. The short term outlook confirms good underlying trading momentum across the majority of the business although recent volatility in foreign exchange rates currently presents a significant headwind for Sterling profits in 2018.

Laird recommendation

·           Whilst Laird has a clear strategy that would continue to deliver shareholder value, the Laird Directors believe the Acquisition recognises Laird's prospects and future growth potential.

·           The Laird Directors, who have been so advised by Rothschild, J.P. Morgan Cazenove and Numis as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Laird Directors, Rothschild, J.P. Morgan Cazenove and Numis have taken into account the commercial assessments of the Laird Directors. Numis is providing independent financial advice to the Laird Directors for the purposes of Rule 3 of the Takeover Code.

·           Accordingly, the Laird Directors intend to recommend unanimously that Laird Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Laird Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 511,541 Laird Shares representing, in aggregate, approximately 0.10 per cent. of the ordinary share capital of Laird in issue on 28 February 2018 (being the latest practicable date prior to this Announcement).

Irrevocable acceptances

·           Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Artemis Investment Management LLP and Franklin Templeton Investments in respect of a total of 102,912,484 Laird Shares representing, in aggregate, approximately 21.05 per cent. of Laird's issued ordinary share capital.

·           In addition, Bidco has received letters of intent from J O Hambro Capital Management Limited and GLG Partners UK Ltd. to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 28,757,845 Laird Shares, representing, in aggregate, approximately 5.88 per cent. of Laird's issued ordinary share capital.

·           Bidco has therefore received irrevocable undertakings or letters of intent in respect of a total of 132,181,870 Laird Shares representing, in aggregate, approximately 27.04 per cent. of Laird's ordinary share capital in issue on 28 February 2018 (being the latest practicable date prior to this Announcement).

·           Further details of these irrevocable undertakings and letters of intent (and the circumstances in which they shall cease to be binding or otherwise fall away) are set out in Appendix III to this Announcement.

Information on Bidco

·           Bidco is a wholly-owned indirect subsidiary of funds managed by Advent. Advent is one of the largest and most experienced global private equity investors. The firm has invested in more than 330 buyout transactions in 40 countries. As of 30 September 2017, it had €35 billion in assets under management. Advent has a strong track record of investing in high quality global industrial and engineering companies.

Timetable and Conditions

·          The Acquisition shall be put to Laird Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Laird Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Laird Shares voted. In addition, a special resolution implementing the Scheme must be passed by Laird Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

·          The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement, including the receipt of the relevant clearances from the competition and regulatory authorities, in particular those in the United States, the EU and China. It is expected that the Scheme will become effective in the third quarter of 2018.

·          The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting shall be published as soon as practicable. The Court Meeting and the General Meeting are expected to be held on or around 17 April 2018.

 

Commenting on the Acquisition, Dr Martin Read, Chairman of the board of Laird, said:

"Laird has delivered a very much improved performance in 2017, making significant progress following the issues that faced the business in 2016. The Laird Directors are confident about their plans and Laird's potential. However, the offer from Advent represents an attractive 72.6% premium to the current share price and provides Laird Shareholders with the certainty of realising value from their investment in the form of cash. Accordingly, the Laird Directors are unanimously recommending the offer. As a leading global private equity firm, Advent provides stability for Laird's customers and other stakeholders. It has also stated its intentions to support Laird's employees and invest in the business as it moves to the next stage of its development."

Commenting on the Acquisition, Shonnel Malani, a Managing Director of Advent International plc, said:

"Laird is a high quality business with significant engineering capabilities and an excellent reputation across its broad customer base. Laird enjoys market leading positions in a number of fast-growing segments, and by leveraging our sector expertise we look forward to working with management to further enhance its industry leading position."

This summary should be read in conjunction with the full text of this Announcement. The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent received in relation to this Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

An analyst presentation will be held on 1 March 2018 at 9.00 a.m. at The Milton Suite, The Grange St. Paul's Hotel, 10 Godliman Street, London EC4V 5AJ. A live audio webcast of the presentation will be hosted on www.laird-plc.com. A replay of the webcast will also be available on the same website for two weeks after the event.

Enquiries:

Laird

 

Tony Quinlan, Chief Executive Officer

Kevin Dangerfield, Chief Financial Officer

 

+44 (0) 20 7468 4040

Rothschild (Lead Financial Adviser to Laird)

 

Ravi Gupta

Charles Montgomerie

Charles Spencer

 

+44 (0) 20 7280 5000

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Laird)


Michael Wentworth-Stanley

Richard Perelman

Adam Laursen

 

+44 (0) 20 7742 4000

Numis (Financial Adviser and Corporate Broker to Laird)


Simon Willis
Stuart Ord
Jamie Loughborough

 

+44 (0) 20 7260 1000

Media Enquiries: MHP Communications (Financial PR Adviser to Laird)

 

Reg Hoare
Tim Rowntree
Ollie Hoare

 

+44 (0) 20 3128 8100

laird@mhpc.com

Bidco

Advent

(FTI Consulting)

 

Fergus Wheeler

Louisa Feltes

 

+44 (0) 20 3727 1522

+44 (0) 20 3727 1166

 

 

Citigroup (Financial Adviser to Bidco and Advent)


Jan Skarbek

Robert Jurd

David Fudge

Christopher Wren (Corporate Broking)

 

 

 

+44 (0) 20 7986 4000

Goldman Sachs International (Financial Adviser to Bidco and Advent)


Nick Harper

Antonio Gatti

Eduard van Wyk

 

+44 (0) 20 7774 1000

Freshfields Bruckhaus Deringer LLP are retained as legal adviser to Laird. Linklaters LLP are retained as legal adviser to Advent and Bidco and Weil Gotshal & Manges (London) LLP are retained as financing legal adviser to Advent and Bidco.

 

Important Notices

Citigroup Global Markets Limited ("Citigroup"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Advent and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Goldman Sachs International, 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 for Bidco and Advent and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Laird and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Laird for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Laird and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Laird for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to any matter referred to in this Announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and corporate broker exclusively for Laird and no one else in connection with this Announcement. In connection with such matters, Numis will not regard any other person as their client, nor will it be responsible to any person other than Laird for providing the protections afforded to clients of Numis or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

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.

Laird shall prepare the Scheme Document to be distributed to Laird Shareholders. Laird and Bidco urge Laird Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition 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 Acquisition (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.

The availability of the Acquisition to Laird Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Laird Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) 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, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors 

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. 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 Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus 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 US. If Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Laird Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Laird Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Laird are located in countries other than the US, and some or all of their 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 judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Laird outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Citigroup and Goldman Sachs International will continue to act as an exempt principal trader in Laird Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Advent, Bidco or Laird contain statements about Bidco and Laird that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Laird's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Laird's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Bidco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

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

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, 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 Panel's website at 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

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

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Laird's website at www.laird-plc.com by no later than 12 noon (London time) on 2 March 2018. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Bill Warner, the Deputy Company Secretary of Laird, on +44 (0) 20 7468 4040. 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.

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Laird confirms that as at the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 488,913,007 ordinary shares of 28.125 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B1VNST91.



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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

1 March 2018

RECOMMENDED CASH ACQUISITION

of

Laird PLC ("Laird")
by

AI Ladder Limited ("Bidco")
a wholly-owned indirect subsidiary of funds managed by
Advent International Corporation ("Advent")

1        Introduction

The boards of Bidco and Laird are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Laird by Bidco (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2        The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Laird Shareholders who are on the register of members of Laird at the Scheme Record Time shall be entitled to receive:

for each Laird Share                                        200 pence in cash

The Acquisition values the entire issued ordinary share capital of Laird at approximately £1 billion on a fully diluted basis and represents an attractive premium of approximately:

·             72.6 per cent. to the closing price per Laird Share of 115.9 pence on 28 February 2018 (being the latest practicable date prior to publication of this Announcement);

·             67.1 per cent. to the volume weighted average price per Laird Share of 119.7 pence for the one month period ended 28 February 2018 (being the latest practicable date prior to publication of this Announcement); and

·             53.0 per cent. to the volume weighted average price per Laird Share of 130.7 pence for the three month period ended 28 February 2018 (being the latest practicable date prior to publication of this Announcement).

If any dividend or other distribution is authorised, declared, made or paid in respect of Laird Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of any such dividend or other distribution.

It is expected that the Scheme Document shall be published as soon as reasonably practicable, that the Court Meeting and the General Meeting will be held on or around 17 April 2018 and that the Scheme shall become effective in the third quarter of 2018.

3        Background to and reasons for the Acquisition

Bidco believes that Laird's excellence in design and innovative engineering has established it as a leading and trusted provider of critical products and services to a broad range of customers.

Bidco believes that Laird represents an attractive opportunity to invest in a well-established and well-reputed business, and that Bidco would be the ideal partner for Laird to continue management's transformation plan and further its development. Bidco intends to support Laird by leveraging its expertise and experience of investing in global industrial and engineering companies.

4        Laird trading update

Laird has today announced the final results of the Laird Group for the financial year ended 31 December 2017. A copy of that announcement is available on the Laird website at www.laird-plc.com. The results announcement includes the following statements on the outlook for the Laird Group:

·             the Laird Group has started the year with good underlying trading momentum across the majority of the business with new business wins and new product launches expected to support future growth;

·             during 2018, on an organic constant currency basis, this growth is expected to more than offset possible challenges in the premium smartphone market; and

·             recent volatility in foreign exchange rates (particularly the strengthening of Sterling against the US Dollar and the strengthening of Renminbi against the US Dollar) currently presents a significant headwind in 2018, given our reporting currency is Sterling.

5        Recommendation

The Laird Directors, who have been so advised by Rothschild, J.P. Morgan Cazenove and Numis as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Laird Directors, Rothschild, J.P. Morgan Cazenove and Numis have taken into account the commercial assessments of the Laird Directors. Numis is providing independent financial advice to the Laird Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Laird Directors intend to recommend unanimously that Laird Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Laird Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 511,541 Laird Shares representing, in aggregate, approximately 0.10 per cent. of the ordinary share capital of Laird in issue on 28 February 2018 (being the latest practicable date prior to this Announcement).

6        Background to and reasons for the recommendation

Following a disappointing trading performance in 2016, Laird completed a £185 million rights issue in April 2017 that reduced borrowings and rightsized the capital structure of the Laird Group to enable continued investments in future growth. The rights issue also allowed Laird to continue executing its operating model re-design, which is delivering $20 million of cost savings. 

Thanks to the actions taken by management across all three of Laird's divisions, combined with the increased flexibility provided by the proceeds from the rights issue, Laird has made significant progress and delivered a much improved performance in 2017. The short term outlook confirms good underlying trading momentum across the majority of the business, although recent volatility in foreign exchange rates currently presents a significant headwind for Sterling profits in 2018. 

Whilst Laird has a clear strategy that would continue to deliver shareholder value, the Laird Directors believe the Acquisition recognises Laird's prospects and future growth potential. In considering the terms of the Acquisition, the Laird Directors have taken into account a number of factors including that:

·             the Acquisition represents an opportunity for Laird Shareholders to realise their investment in Laird for cash at a fair and reasonable value;

·             the Acquisition represents a premium of approximately 53.0 per cent. to the volume weighted average price of 130.7 pence per Laird Share for the three month period ended 28 March 2018 (being the latest practicable date prior to publication of this Announcement);

·             as a leading global private equity firm, Advent provides stability for Laird's customers and other stakeholders; and

·             Bidco has stated its intentions to support Laird's employees and invest in the business as it moves to the next stage of its development.

7        Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings from each of the Laird Directors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 511,541 Laird Shares, representing approximately 0.10 per cent. of the ordinary share capital of Laird in issue on 28 February 2018 (being the latest practicable date prior to this Announcement). Further details of these irrevocable undertakings (including the circumstances in which they shall fall away) are set out in Appendix III to this Announcement.

Bidco has also received irrevocable undertakings to accept the Acquisition from Artemis Investment Management LLP and Franklin Templeton Investments in respect of a total of 102,912,484 Laird Shares representing, in aggregate, approximately 21.05 per cent. of Laird's issued ordinary share capital.

In addition, Bidco has received letters of intent from J O Hambro Capital Management Limited and GLG Partners UK Ltd. to accept the Acquisition in respect of 28,757,845 Laird Shares, representing, in aggregate, approximately 5.88 per cent. of Laird's issued ordinary share capital.

Bidco has therefore received irrevocable undertakings or letters of intent in respect of a total of 132,181,870 Laird Shares representing, in aggregate, approximately 27.04 per cent. of Laird's issued ordinary share capital.

Further details of these irrevocable undertakings and letters of intent are set out in Appendix III to this Announcement.

8        Information on Advent

Founded in 1984, Advent is one of the largest and most experienced global private equity investors. The firm has invested in over 330 private equity transactions in 40 countries and as of 30 September 2017 it had €35 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 190 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments in five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecom. After more than 30 years dedicated to international investing, Advent remains committed to working in close partnership with management teams to deliver sustained revenue and earnings growth for its portfolio companies.

Advent has a strong track record of investing in high quality industrial and engineering companies. Its extensive global footprint and operational improvements experience make it a strong owner with the capability to drive continued improvement and growth of the businesses. In addition, Advent has assembled a team of third party operating partners and industry advisors who bring industry specific operational expertise to complement Advent's investment experience. As such, Advent is uniquely positioned to acquire Laird and help further develop its businesses.

9        Information on Laird

Laird is a public limited company registered in England and Wales with registered number 55513. The Laird Shares are listed on the Official List of the London Stock Exchange.

Laird is a global technology company focused on providing systems, components and solutions that enable connectivity in mission-critical wireless applications and antenna systems and that protect electronics from electromagnetic interference and heat. Laird designs, manufactures and supplies products which are used in a wide range of applications, from smartphones, automotive and medical applications, to large scale installations for railways, ports, mines and military uses.

Laird operates in a three divisional structure, comprising:

·             Performance Materials: This division comprises a cluster of material technologies and end markets which have been a key growth driver over recent years, with good cash generation. The technologies that are included in the division are precision metals, electromagnetic interference materials, thermal, magnetic and ceramic products and Model Solution, Laird's prototype and mock-up business based in South Korea delivering rapid prototyping capabilities;

·             Connected Vehicle Solutions: This division is a global market leader in antennae for the automotive industry as well as in other electronic and telematics businesses. Connected Vehicle Solutions is a growing business which has taken a step change through recent investment, offering original equipment manufacturers a full connectivity solution, from antennae to telematics control units; and

·             Wireless and Thermal Systems: This division represents several discrete but related technologies across a range of end markets and includes industrial and commercial antennae, commercial wireless connectivity, industrial control systems and engineered thermal management systems. These four areas can generally be characterised as offering "low volume, high value-add" products and systems, providing engineered wireless solutions serving specific, high quality markets.

10      Directors, management, employees, research and development and locations

Bidco believes that Laird represents an attractive opportunity to invest in an engineering leader with well-established and well-reputed businesses, and recognises Laird's attractions including among others, (i) technological excellence, (ii) product innovation and (iii) customer intimacy. Bidco believes that Laird has a number of high quality businesses with exciting growth and development prospects.

Bidco is confident in the overall prospects of Laird's business and the sectors in which it operates, and is excited to partner with the Laird management team to develop the quality of its customer offering and to grow the value of the business in the longer term.

However, Bidco believes that in order to maximise its future potential, Laird will be better suited to a private company environment, where initiatives to improve the portfolio composition and the performance of the business can be implemented effectively, with appropriate support, capital and assistance from Bidco, free from the requirement to meet the public equity market's shorter term reporting requirements, expectations, and the costs, constraints and distractions associated with being a listed company. Overall, Bidco will focus on improving the long term strategic value of Laird's businesses to customers, suppliers, and employees.

Prior to this Announcement, consistent with market practice, Bidco has been granted access to Laird's senior management for the purposes of confirmatory due diligence. However, Bidco has not yet had access to sufficiently detailed information to formulate detailed plans or intentions regarding the impact of the Acquisition on the Laird Group and its diverse and, in some cases, distinct businesses.

Following completion of the Acquisition of Laird, Bidco intends to work with Laird's management to undertake an evaluation of the Laird Group and its businesses. This evaluation will involve a review of the short and long-term objectives for each of Laird's three divisions (Performance Materials, Connected Vehicle Solutions and Wireless and Thermal Systems) and the businesses within each of them. The evaluation will focus on:

·             reviewing the strategy of each of Laird's three divisions including the businesses within each division, their product ranges, markets and customers;

·             fostering an environment which maximises the potential of each division to meet the needs of existing and future customers and markets;

·             identifying existing and new growth and development products for additional investment to drive profitable growth;

·             continuing the transformation and simplification of the group that Laird's management team has been undertaking over the past few years (which has included the re-design of its operating model, the consolidation of capabilities, optimising the production platform, and refocusing the divisional structure) and considering any additional actions to further this project, potentially including a review of incremental opportunities to support Laird management's global footprint review initiative; and

·             identifying areas of the business which might have better prospects outside the Laird Group (on a standalone basis or as part of another group) and which could be divested following completion of the Acquisition.

Bidco understands the importance of R&D to Laird and its businesses, with innovation a key driving factor in the success of its businesses and products, and intends to further invest in this area. The specific areas of further investment have not yet been identified and will be considered in further detail with Laird's management as part of the evaluation.

Once Laird ceases to be a listed company, a number of corporate and support functions, including PLC-related functions, such as HR and Finance, will potentially require reduced headcount and Bidco expects that this could result in headcount reductions of approximately 2 per cent. of Laird Group's global headcount, although Bidco intends to maintain its corporate headquarters and headquarters' functions in London. Bidco has not yet developed proposals as to how any such headcount reductions will be implemented and any individuals impacted will be treated in a manner consistent with Laird's high standards, culture and practices. In addition, the non-executive directors of Laird intend to resign as directors of Laird with effect from completion of the Acquisition. Bidco does not expect any material change in the balance of skills and functions of the employees and management of the Laird Group. Bidco has no intentions to redeploy the fixed assets of the Laird Group.

As noted above, the Laird Group has a number of diverse and, in some cases, distinct businesses. The planned evaluation of Laird's three divisions could lead to acquisitions and divestments following completion of the Acquisition.

Bidco intends to invest both organically and potentially via acquisitions in retained businesses to further enhance their product offering and hence growth and market positions. Acquisitions could involve smaller companies that fit with already existing business areas or larger companies that sit in adjacent segments. At this time, no specific add-on acquisition targets are under active consideration by Bidco.

Divestments would target business areas found to be non-core or less synergistic with the rest of Laird's businesses and therefore likely to benefit from a different home. Such divestments could involve changes to Laird's business activities, places of business and fixed asset base. If any divestments are made, the number of employees employed within the Laird Group would also be reduced and any such divestments could change the balance of the skills and functions of the remaining employees and management.

In particular, Bidco intends to consider a potential sale of the Connected Vehicle Solutions division, a global leading provider of end-to-end connectivity technology for the automotive industry, including antennae, smart device interfaces, and telematic control units. Bidco believes the connected vehicle industry is going through a period of rapid growth and significant technological discontinuity. In such a dynamic market environment, the Connected Vehicle Solutions division, which is largely standalone and distinct from Laird's other business areas, could add product leadership in attractive growth areas supported by the global megatrend in automotive connectivity and enable further innovation to a broader auto technology player, while benefiting from larger scale and a larger balance sheet. Laird's Connected Vehicle Solutions division designs, manufactures and sells a range of products into the vehicle connectivity market. It has approximately 2,000 employees (out of approximately 10,000 in the Laird Group), operates dedicated sites in the United States and Germany, and has a dedicated R&D capability. Given the distinct nature of Laird's businesses, in the event that the Connected Vehicle Solutions division is divested, Bidco expects that there would be no material impact on the business activities of the retained business divisions.

Existing rights and pensions

Laird's UK defined benefit pension scheme is well funded and in surplus on an IAS19 basis and the scheme's assets are largely held in low risk assets. Laird made cash contributions of £37,000 to the scheme in 2017.

Bidco has given assurances to the Laird board that the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Laird and its subsidiaries will be fully safeguarded in accordance with applicable law. In particular, Bidco has agreed with Laird certain arrangements in respect of 2018 bonuses and the maintenance of severance policies.

Laird's UK defined benefit pension scheme was closed to new members on and from 1 December 2006, and has only two active members with over 1,000 deferred and pensioner members. As part of the scheduled triennial valuation as at 1 January 2018, Bidco intends to work with the trustees of Laird's UK defined benefit pension scheme to provide increased certainty for participants in the scheme. Bidco does not intend to make any changes to the current contribution arrangements for the Laird Group's non-UK defined benefit pension plans.

Management incentivisation arrangements

Following the Scheme becoming effective, Bidco intends to review the management, governance and incentive structure of the Company. Bidco has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of Laird's management, but may put in place incentive arrangements for certain members of the Laird management team following completion of the Acquisition.

Trading facilities

Laird is currently listed on the Official List and, as set out in paragraph 15, a request will be made to the London Stock Exchange to cancel trading in Laird Shares and de-list Laird from the Official List and re-register it as a private company.

Views of Laird's board

In considering the recommendation of the Acquisition to the Laird Shareholders, the Laird Directors have given due consideration to Bidco's intentions, as stated above, for the business, management, employees and locations of business of Laird.

However, in light of Bidco's intention to carry out an evaluation of the Laird Group and its businesses and Bidco's statement that it has not yet formulated detailed plans or intentions regarding the impact of the Acquisition on the Laird Group and its businesses, the Laird Directors are unable to express a more detailed opinion on Bidco's intentions for the business, management, employees and locations of business of Laird other than the statements made below in this paragraph 10.

The Laird Directors welcome Bidco's intention that, following completion of the Acquisition, the existing rights and terms and conditions of employment, including pension obligations, of the management and employees of Laird and its subsidiaries will be fully safeguarded, and in particular, Bidco's intention to work with the trustees of Laird's UK defined benefit pension scheme to provide increased certainty for participants in the scheme.

Whilst the Laird Directors believe Laird has a strong future as an independent listed company, they acknowledge the benefits a private company environment may bring with the appropriate support, capital and assistance which Bidco has stated it intends to provide.

In particular the Laird Directors welcome the commitment of Bidco to the importance of R&D to Laird and its businesses and the statement that Bidco intends to further invest in this area.

However, the Laird Directors note that once Laird ceases to be a listed company there will be potential headcount reductions in a number of corporate and support functions. Whilst this is regrettable, the Laird Directors also welcome the confirmation from Bidco that any such headcount reductions will be treated in a manner consistent with Laird's high standards, culture and practices, and also Bidco's expectation that there will be no material change in the balance of skills and functions of the employees and management of the Laird Group.

As above, the Laird Directors believe that Laird has a strong future as an independent company which would include the Connected Vehicle Solutions division. However the Laird Directors note the statements made by Bidco regarding its intention to consider a potential sale of the Connected Vehicle Solutions division. Whilst the Laird Directors recognise the potential uncertainty that this may create in the short-term, the Connected Vehicle Solutions division remains on track to deliver its long-term targets as set out this morning in the announcement of the final results of the Laird Group for the financial year ended 31 December 2017, and the Laird Directors welcome Bidco's expectation that, in the event that the Connected Vehicle Solutions division is divested, there would be no material impact on the business activities of the retained business divisions, and that the employees and growth potential of the Connected Vehicle Solutions division could, depending on the circumstances, also benefit from the larger scale and larger balance sheet that a broader auto technology business could bring.

11      Laird's Share Plans

Participants in Laird's Share Plans shall be contacted regarding the effect of the Acquisition on their rights under Laird's Share Plans and appropriate proposals shall be made to such participants in due course.

Further details of the terms of such proposals shall be included in the Scheme Document.

12      Financing

Bidco is providing the cash consideration payable under the Acquisition through a combination of equity financing drawn from funds managed by Advent as well as debt to be provided under an Interim Facilities Agreement provided by Goldman Sachs Bank USA and Citicorp North America, Inc. (the "Interim Lenders").

Citigroup, one of Bidco's Financial Advisers, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Laird Shareholders under the terms of the Acquisition.

13      Acquisition-related Arrangements

Confidentiality Agreement

Advent International plc ("Advent International") and Laird entered into a confidentiality agreement on 31 January 2018 (the "Confidentiality Agreement") pursuant to which Advent International has undertaken to keep confidential information relating to the Laird Group and not to disclose it to third parties (other than to permitted recipients) unless required by law or regulation. These confidentiality obligations shall remain in force until completion of the Acquisition or two years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from Advent International that, for a period of 12 months from the date of the Confidentiality Agreement, Advent International shall not approach certain of Laird's employees or officers without the prior written consent of Laird nor shall employ or otherwise engage certain of Laird's employees.

Advent International has also agreed to customary standstill arrangements pursuant to which Advent International has agreed that, without the prior written consent of Laird, Advent International will not acquire Laird Shares or any interest in any Laird Shares. These restrictions fall away immediately following the making of this Announcement.

Co-operation Agreement

Pursuant to a co-operation agreement dated 1 March 2018 (the "Co-operation Agreement"): (i) Laird has agreed to co-operate with Bidco to ensure the satisfaction of certain regulatory conditions, and Bidco has entered into commitments in relation to obtaining regulatory clearances; (ii) Bidco has agreed to provide Laird with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document; (iii) Bidco has agreed to certain provisions if the Scheme should switch to a Takeover Offer; (iv) each of Laird and Bidco has agreed to take any action necessary to implement certain proposals in relation to the Laird Share Plans; and (v) Laird and Bidco have agreed certain arrangements in respect of 2018 bonuses and the maintenance of severance policies.

The Co-operation Agreement will terminate if the Acquisition is withdrawn or lapses, if prior to the Long Stop Date any Condition becomes incapable of satisfaction, at Bidco's election if the Laird Directors withdraw their recommendation of the Acquisition, at either party's election if the Laird Directors recommend a competing proposal, or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and Laird.

14      Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Laird and Laird Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Laird. This is to be achieved by the transfer of the Laird Shares to Bidco, in consideration for which the Laird Shareholders who are on the register of members at the Scheme Record Time shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by Bidco and Laird (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(i)         the approval of the Scheme by a majority in number of the Laird Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Laird Shares voted by those Laird Shareholders;

(ii)        the resolutions required to implement the Scheme being duly passed by Laird Shareholders representing 75 per cent. or more of votes cast at the Laird General Meeting;

(iii)       the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Laird and Bidco);

(iv)        the delivery of a copy of the Court Order to the Registrar of Companies; and

(v)        certain competition and regulatory approvals (including in the US, the EU and China) being obtained.

The Acquisition shall lapse if:

·             the Court Meeting and the General Meeting are not held by the 22nd day after 30 April 2018 (or such later date as may be agreed between Bidco and Laird);

·             the Court hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed between Bidco and Laird); or

·             the Scheme does not become effective by the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may be waived by Bidco, and the deadline for the Scheme to become effective may be extended by agreement between Laird and Bidco.

Upon the Scheme becoming effective, it shall be binding on all Laird Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and that the Court Meeting and the General Meeting will be held on or around 17 April 2018. The Scheme Document and Forms of Proxy will be made available to all Laird Shareholders at no charge to them.

Pursuant to the terms of the Interim Facilities Agreement, Advent may not waive or amend any term or condition set out in this Announcement where to do so would be materially adverse to the interests of the Interim Lenders (taken as a whole) under the Interim Facilities Agreement, except where required by the Takeover Code, the Panel or the court or any applicable law, regulation or regulatory body.

15      De-listing and re-registration

Prior to the Scheme becoming effective, Laird shall make an application for the cancellation of the listing of Laird Shares on the Official List and for the cancellation of trading of the Laird Shares on the London Stock Exchange's market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Laird Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

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

It is also proposed that, following the Effective Date and after its shares are delisted, Laird shall be re-registered as a private limited company. It is proposed, as part of the application to the Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register Laird as a private limited company.

16      Dividends

Laird is not proposing a final dividend for the financial year ended 31 December 2017. If any dividend or other distribution is authorised, declared, made or paid in respect of Laird Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such dividend or distribution, in which case the relevant eligible Laird Shareholders will be entitled to receive and retain such dividend and/or distribution.

17      Disclosure of interests in Laird

Save in respect of the irrevocable undertakings referred to in paragraph 7 above, as at the close of business on 28 February 2018 (being the last practicable date prior to the date of this Announcement), neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Laird; (ii) any short positions in respect of relevant Laird Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to Laird Shares or in relation to any securities convertible or exchangeable into Laird Shares; nor (iv) borrowed or lent any relevant Laird Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold. '

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having 'an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been possible for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Laird, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

18      General

Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms of the Co-operation Agreement, the consent of Laird) to implement the Acquisition of the Laird Shares by way of a takeover offer as an alternative to the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation) an acceptance condition set (subject to the Co-operation Agreement) at a level permitted by the Panel).

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and letters of intent given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Citigroup, Goldman Sachs International, Rothschild, J.P. Morgan Cazenove and Numis have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

19      Documents available on website

Copies of the following documents shall be made available on Laird's website at www.laird-plc.com until the end of the Acquisition:

·             the irrevocable undertakings and letters of intent referred to in paragraph 7 above and summarised in Appendix III to this Announcement;

·             the Confidentiality Agreement;

·             the Co-operation Agreement; and

·             documents relating to the financing of the Acquisition referred to in paragraph 12 above.

 

Enquiries:

Laird


Tony Quinlan, Chief Executive Officer

Kevin Dangerfield, Chief Financial Officer

 

+44 (0) 20 7468 4040

Rothschild (Lead Financial Adviser to Laird)


Ravi Gupta

Charles Montgomerie

Charles Spencer

 

+44 (0) 20 7280 5000

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Laird)


Michael Wentworth-Stanley

Richard Perelman

Adam Laursen

 

+44 (0) 20 7742 4000

Numis (Financial Adviser and Corporate Broker to Laird)


Simon Willis
Stuart Ord
Jamie Loughborough

 

+44 (0) 20 7260 1000

 

Media Enquiries: MHP Communications (Financial PR Adviser to Laird)

 

Reg Hoare
Tim Rowntree
Ollie Hoare

 

+44 (0) 20 3128 8100

laird@mhpc.com

Bidco

Advent

(FTI Consulting)

 

Fergus Wheeler

Louisa Feltes

+44 (0) 20 3727 1522

+44 (0) 20 3727 1166

 

 

Citigroup (Financial Adviser to Bidco and Advent)


Jan Skarbek

Robert Jurd

David Fudge
Christopher Wren (Corporate Broking)

 

+44 (0) 20 7986 4000

Goldman Sachs International (Financial Adviser to Bidco and Advent)


Nick Harper

Antonio Gatti

Eduard van Wyk

 

+44 (0) 20 7774 1000

 

Freshfields Bruckhaus Deringer LLP are retained as legal adviser to Laird. Linklaters LLP are retained as legal adviser to Advent and Bidco and Weil Gotshal & Manges (London) LLP are retained as financing legal adviser to Advent and Bidco.

 

Important Notices

Citigroup Global Markets Limited ("Citigroup"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Advent and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Goldman Sachs International, 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 for Bidco and Advent and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Laird and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Laird for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Laird and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Laird for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to any matter referred to in this Announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and corporate broker exclusively for Laird and no one else in connection with this Announcement. In connection with such matters, Numis will not regard any other person as their client, nor will it be responsible to any person other than Laird for providing the protections afforded to clients of Numis or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document or any document by which the Acquisition is made which shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.

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.

Laird shall prepare the Scheme Document to be distributed to Laird Shareholders. Laird and Bidco urge Laird Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Acquisition.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition 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 Acquisition (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.

The availability of the Acquisition to Laird Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Laird Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) 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, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the law of England and Wales. 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 Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards and thus 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 US. If Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Laird Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Laird Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Laird are located in countries other than the US, and some or all of their 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 judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Laird outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of Citigroup and Goldman Sachs International will continue to act as an exempt principal trader in Laird Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Advent, Bidco or Laird contain statements about Bidco and Laird that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Laird's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Laird's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Bidco disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

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

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, 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 Panel's website at 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Laird's website at www.laird-plc.com by no later than 12 noon (London time) on 2 March 2018. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

You may request a hard copy of this Announcement by contacting Bill Warner, the Deputy Company Secretary of Laird, on +44 (0) 20 7468 4040. 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.

Electronic Communications

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

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.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Laird confirms that as at the date of this Announcement, it has in issue and admitted to trading on the main market of the London Stock Exchange 488,913,007 ordinary shares of 28.125 pence each (excluding ordinary shares held in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is GB00B1VNST91.

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

The Acquisition shall be conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than the Long Stop Date or such later date (if any) as Bidco and Laird may agree and as the Panel and (if required) the Court may allow.

1        The Scheme shall be subject to the following conditions:

1.1     

(i)         its approval by a majority in number of the Laird Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Laird Shares voted by those Laird Shareholders; and

(ii)        such Court Meeting being held on or before the 22nd day after 30 April 2018 (or such later date as may be agreed by Bidco and Laird and the Court may allow);

1.2     

(i)         the resolutions required to implement the Scheme being duly passed by Laird Shareholders representing 75 per cent. or more of votes cast at the Laird General Meeting; and

(ii)        such Laird General Meeting being held on or before the 22nd day after 30 April 2018 (or such later date as may be agreed by Bidco and Laird and the Court may allow);

1.3     

(i)         the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Laird and Bidco) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii)        the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court sanction hearing as set out in the Scheme Document (or such later date as may be agreed by Bidco and Laird and the Court may allow);

2        In addition, subject as stated in Part B below and to the requirements of the Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

European Commission

(a)      the European Commission taking a decision (or being deemed to have taken a decision) under Article 6(1)(b) (on its own or in conjunction with Article 6(2)) of Council Regulation (EC) 139/2004 (as amended) (the "Regulation") declaring the Acquisition compatible with the common market, without including any conditions or obligations that are not on terms reasonably satisfactory to Bidco;

United States

(b)      all required filings having been made under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder and all applicable waiting periods (including any extensions thereof) relating to the Acquisition have expired, lapsed or been terminated;

China

(c)      China's Ministry of Commerce ("MOFCOM") issuing a notice approving the Acquisition; or the applicable review period pursuant to the PRC Anti-Monopoly Law, including any extension of such period, having elapsed and no prohibitions or restrictive conditions that are not on terms reasonably satisfactory to Bidco having been imposed by MOFCOM in relation to the Acquisition;

Notifications, waiting periods and Authorisations

(d)      excluding the Conditions set out under 2(a) to (c) above, all material notifications, filings or applications which are necessary or are reasonably considered appropriate or desirable by Bidco having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations deemed reasonably necessary or appropriate by Bidco in any jurisdiction and, except pursuant to Chapter 3 of Part 28 of the Companies Act, in respect of the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Laird or any other member of the Wider Laird Group by any member of the Wider Bidco Group having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Laird Group or the Wider Bidco Group has entered into contractual arrangements and, to the extent that the Acquisition or such acquisitions would result in the termination or withdrawal of a material Authorisation, all such Authorisations necessary to carry on the business of any member of the Wider Laird Group in any jurisdiction which is material in the context of the Wider Laird Group having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(e)      excluding the Conditions set out under 2(a) to (c) above, no antitrust regulator or Third Party having given notice of a decision to take, institute or implement any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the Wider Laird Group taken as a whole or in the context of the Acquisition:

(i)       require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Laird Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii)      except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Bidco Group or the Wider Laird Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Laird Group or any asset owned by any Third Party (other than in the implementation of the Acquisition);

(iii)     impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Laird or on the ability of any member of the Wider Laird Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Laird Group;

(iv)      otherwise adversely affect any or all of the business, assets or profits of any member of the Wider Laird Group or any member of the Wider Bidco Group;

(v)      result in any member of the Wider Laird Group or any member of the Wider Bidco Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)      make the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, Laird by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Laird by any member of the Wider Bidco Group;

(vii)     require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Laird Group or any member of the Wider Bidco Group; or

(viii)    impose any material limitation on the ability of any member of the Wider Bidco Group of any member of the Wider Laird Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Laird Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, or implement any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Laird Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(f)       except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Laird Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Laird, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Laird Group taken as a whole:

(i)       any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Laird Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)      save in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Laird Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)     any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Laird Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)      any liability of any member of the Wider Laird Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v)      the rights, liabilities, obligations, interests or business of any member of the Wider Laird Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Laird Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)      any member of the Wider Laird Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)     the value of, or the financial or trading position of, any member of the Wider Laird Group being prejudiced or adversely affected; or

(viii)    the creation or acceleration of any liability (actual or contingent) of any member of the Wider Laird Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Laird Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably result in any of the events or circumstances as are referred to in Conditions (f)(i) to (viii), in each case to the extent material in the context of the Wider Laird Group taken as a whole;

Certain events occurring since 31 December 2017

(g)      except as Disclosed, no member of the Wider Laird Group having since 31 December 2017:

(i)       issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Laird Shares out of treasury (except, where relevant, as between Laird and wholly owned subsidiaries of Laird or between the wholly owned subsidiaries of Laird and except for the issue or transfer out of treasury of Laird Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Laird Share Plans);

(ii)      recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Laird to Laird or any of its wholly owned subsidiaries;

(iii)     other than pursuant to the Acquisition (and except for transactions between Laird and its wholly owned subsidiaries or between the wholly owned subsidiaries of Laird and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Laird Group taken as a whole;

(iv)      except for transactions between Laird and its wholly owned subsidiaries or between the wholly owned subsidiaries of Laird and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)      (except for transactions between Laird and its wholly owned subsidiaries or between the wholly owned subsidiaries of Laird) issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Laird Group as a whole;

(vi)      entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Laird Group;

(vii)     entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Laird Group, except for (in each case) salary increases, bonuses or variations of terms in the ordinary course;

(viii)    proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Laird Group;

(ix)     purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x)      except in the ordinary course of business, waived, compromised or settled any claim;

(xi)     except in the ordinary course of business, terminated or varied the terms of any agreement or arrangement between any member of the Wider Laird Group and any other person;

(xii)    except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(a)        the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Laird Group for its directors, employees or their dependants;

(b)        the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c)        the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d)        the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to;

(xiii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)    (other than in respect of a member of the Wider Laird Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)     (except for transactions between Laird and its wholly owned subsidiaries or between the wholly owned subsidiaries) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)    entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which would be restrictive on the business of any member of the Wider Laird Group; or

(xvii)   entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (g),

which, in any such case, is material in the context of the Wider Laird Group taken as a whole;

No adverse change, litigation or similar

(h)      except as Disclosed, since 31 December 2017 there having been:

(i)       no adverse change and no circumstance having arisen which would or might be expected to result in any adverse change in, the business, assets, financial or trading position or profits or operational performance of any member of the Wider Laird Group which is material in the context of the Wider Laird Group taken as a whole;

(ii)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Laird Group or to which any member of the Wider Laird Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Laird Group, in each case which is or might reasonably be expected to have a material adverse effect on the Wider Laird Group taken as a whole;

(iii)     no contingent or other liability having arisen or become apparent to Bidco or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Laird Group to an extent which is or might reasonably be expected to be material in the context of the Wider Laird Group taken as a whole; and

(iv)      no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Laird Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is or might reasonably be expected to have a material adverse effect on the Wider Laird Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(i)       except as Disclosed, Bidco not having discovered, and, in each case to an extent which is material in the context of the Wider Laird Group taken as a whole, that:

(i)       any financial, business or other information concerning the Wider Laird Group publicly announced prior to this date of this Announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Laird Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(ii)      any past or present member of the Wider Laird Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Laird Group, in each case to an extent which is material in the context of the Wider Laird Group taken as a whole;

(iii)     there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Laird Group;

(iv)      there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Laird Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(v)      circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Laird Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Laird Group (or on its behalf) or by any person for which a member of the Wider Laird Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Laird Group taken as a whole;

Anti-corruption

(vi)      any member of the Wider Laird Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(vii)     any member of the Wider Laird Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended); or

(viii)    any past or present member of the Wider Laird Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction;

No criminal property

(ix)     any asset of any member of the Wider Laird Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Acquisition

1        Subject to the requirements of the Panel, Bidco reserves the right to waive:

(i)         any of the Conditions set out in the above Condition 1 for the timing of the Court Meeting, General Meeting, and the Court hearing to sanction the Scheme and the effectiveness of the Scheme. If any such deadline is not met, Bidco shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Laird to extend the deadline in relation to the relevant Condition; and

(ii)        in whole or in part, all or any of the above Conditions 2(a) to (i) (inclusive).

2        If Bidco is required by the Panel to make an offer for Laird Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3        The Acquisition shall lapse if the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference before the date of the Court Meeting.

4        Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (i) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5        The Laird Shares acquired under the Acquisition shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

6        If, on or after the date of this Announcement, any dividend or other distribution is declared, paid or made or becomes payable by Laird, Bidco reserves the right (without prejudice to any right of Bidco, with the consent of the Panel, to invoke Condition 2(g)(ii) above) to reduce the consideration payable under the Acquisition by the aggregate amount of such dividend or distribution, and accordingly reduce the Acquisition Price, in which case, the relevant eligible Laird Shareholders will be entitled to receive and retain such dividend and/or distribution. Furthermore, Bidco reserves the right to reduce the consideration payable under the Acquisition in respect of a Laird Share in such circumstances as are, and by such amount as is, permitted by the Panel.

If any such dividend or distribution occurs, any reference in this Announcement to the consideration payable or the Acquisition Price shall be deemed to be a reference to the consideration or Acquisition Price as so reduced. If such reduction occurs, notwithstanding the terms on which the Laird Shares are expressed to be acquired by Bidco pursuant to the Acquisition in Appendix I, the Laird Shares shall be acquired by or on behalf of Bidco pursuant to the Acquisition together with all rights now and hereafter attaching to such shares including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement, if applicable. 

To the extent that such a dividend or distribution has been declared, paid, made or is payable, and is or shall be: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable and the Acquisition Price shall not be subject to change in accordance with this paragraph.

Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

7        Bidco reserves the right to elect (with the consent of the Panel and, where required by the terms of the Co-operation Agreement, the consent of Laird) to implement the Acquisition by way of a takeover offer. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition (subject to the terms of the Co-operation Agreement) at a level permitted by the Panel.

8        The availability of the Acquisition to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

9        The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.

10      The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

11      Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

 

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)       The value placed by the Acquisition on the existing issued share capital of Laird is based on 488,913,007 Laird Shares in issue on 28 February 2018, being the last dealing day prior to the date of this Announcement.

(ii)      The value of the Acquisition on a fully diluted basis has been calculated on the basis of a fully diluted issued share capital of 499,316,734 Laird Shares, which is calculated by reference to 488,913,007 Laird Shares in issue on 28 February 2018 and a further 11,641,467 Laird Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Laird Share Plans (taking into account the exercise by Laird's remuneration committee of applicable discretions), less 1,237,740 Laird Shares held in the Laird Employee Benefit Trusts.

(iii)     Unless otherwise stated, all prices and closing prices for Laird Shares are closing middle market quotations derived from the Daily Official List of the London Stock Exchange.

(iv)      Volume weighted average prices have been derived from Bloomberg and have been rounded to the nearest single decimal place.

(v)      Unless otherwise stated, the financial information relating to Laird is extracted from the audited final results of the Laird Group for the financial year to 31 December 2017, prepared in accordance with IFRS.

(vi)      Certain figures included in this Announcement have been subject to rounding adjustments.

 

APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Laird Directors' Irrevocable Undertakings

Name of Laird Director

Number of Laird Shares in respect of which undertaking is given

Percentage of Laird issued share capital

Martin Read

85,170

< 0.1%

Tony Quinlan

117,853

< 0.1%

Kevin Dangerfield

63,000

< 0.1%

Paula Bell

5,400

< 0.1%

Wu Gang

7,200

< 0.1%

Mike Parker

179,998

< 0.1%

Nathalie Rachou

18,000

< 0.1%

Kjersti Wiklund

34,920

< 0.1%

 

These irrevocable undertakings also extend to any shares acquired by the Laird Directors as a result of the vesting of awards under the Laird Share Plans.

These irrevocable undertakings remain binding in the event a higher competing offer is made for Laird and will only cease to be binding if:

·           Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code at the same time; or

·           the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where:

·             the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or

·             the lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco or is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement or a Takeover Offer.

 

Other Laird Shareholders

Irrevocable Undertakings

Name of Laird Shareholder giving undertaking

Number of Laird Shares in respect of which undertaking is given

Percentage of Laird issued share capital

Artemis Investment Management LLP ("Artemis")

79,982,484

16.36%

Franklin Templeton Investments ("Franklin")

22,930,000

4.69%

 

Artemis

The irrevocable undertaking from Artemis ceases to be binding if (i) the Acquisition has not been concluded by 1 October 2018; (ii) Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code; (iii) the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement; or (iv) a competing offer for all the issued share capital of Laird is announced under Rule 2.7 of the Takeover Code, where the value of the consideration per Laird Share offered under the competing offer exceeds the value of the consideration per Laird Share under the Acquisition by at least 10 per cent at that time.

This irrevocable undertaking prevents Artemis from selling all or any part of the Laird Shares that are subject to the undertaking except where (i) Artemis' client has terminated their professional relationship with Artemis in respect of such Laird Shares, (ii) Artemis' relationship continues with the client but the investment mandate is no longer consistent with Artemis holding such Laird Shares, (iii) Artemis is instructed otherwise by their client in respect of such Laird Shares, or (iv) Artemis is (in their sole opinion) required to do so by applicable law or regulation, in each case provided that Artemis has first used reasonable endeavours to procure that the transferee, recipient or beneficiary of such Laird Shares enters into an undertaking with Bidco on substantially the same terms as Artemis' irrevocable undertaking.

Franklin

The irrevocable undertaking from Franklin ceases to be binding if (i) Bidco announces, with the consent of the Panel and before the Scheme Document is published, that it does not intend to proceed with the Acquisition and no new, revised or replacement scheme of arrangement (or Takeover Offer) is announced by Bidco in accordance with Rule 2.7 of the Takeover Code; or (ii) the Scheme (or Takeover Offer, as applicable) is withdrawn with the consent of Bidco or lapses in accordance with its terms, excluding where the Scheme is withdrawn or lapses as a result of Bidco exercising its right to implement the Acquisition by way of a Takeover Offer rather than a scheme of arrangement or if the lapse or withdrawal either is not, in the case of a withdrawal confirmed by Bidco or is followed within five Business Days by an announcement under Rule 2.7 of the Takeover Code by Bidco (or a person acting in concert with it) to implement the Acquisition either by a new, revised or replacement scheme of arrangement pursuant to Part 26 of the Companies Act 2006 or takeover offer (within the meaning of section 974 of the Companies Act 2006).

In the event a competing offer for all the issued share capital of Laird is announced under Rule 2.7 of the Takeover Code, Franklin's obligations under the undertaking shall be suspended. If Bidco announces a revised offer within seven days of the competing offer on terms no less favourable than the competing offer (in Franklin's reasonable opinion), the suspension shall fall away. However, if no revised offer is made, then Franklin's obligations under the undertaking shall lapse.

This irrevocable undertaking prevents Franklin from selling all or any part of the Laird Shares that are subject to the undertaking.

Letters of intent

Name of Laird Shareholder giving letter of intent

Number of Laird Shares in respect of which letter of intent is given

Percentage of Laird issued share capital

J O Hambro Capital Management Limited

19,052,623

3.90%

GLG Partners UK Ltd.

9,705,222

1.99%

 

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Acquisition"

the direct or indirect acquisition by Bidco of the entire issued and to be issued ordinary share capital of Laird, to be effected by means of the Scheme (or by way of the Takeover Offer under certain circumstances described in this Announcement), and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Acquisition Price"

200 pence per Laird Share;

"Advent"

Advent International Corporation;

"Announcement"

this announcement;

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

"Bidco"

AI Ladder Limited;

"Bidco's Financial Advisers"

Citigroup and Goldman Sachs International;

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London;

"Citigroup"

Citigroup Global Markets Limited;

"CMA Phase 2 Reference"

a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

"Companies Act"

the Companies Act 2006, as amended;

"Competition and Markets Authority"

a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;

"Conditions"

the conditions to the implementation of the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document;

"Confidentiality Agreement"

the confidentiality agreement between Advent International plc and Laird dated 31 January 2018;

"Co-operation Agreement"

the agreement dated 1 March 2018 between Bidco and Laird relating to, among other things, the implementation of the Acquisition;

"Court"

the High Court of Justice in England and Wales;

"Court Meeting"

the meeting of Laird Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment or reconvening thereof;

"Court Order"

the order of the Court sanctioning the Scheme;

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;

"Daily Official List"

the Daily Official List published by the London Stock Exchange;

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Disclosed"

the information disclosed by, or on behalf of Laird: (i) in the annual report and accounts of the Laird Group for the financial year ended 31 December 2016; (ii) the audited final results of the Laird Group for the financial year ended 31 December 2017; (iii) in this Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of Laird prior to the publication of this Announcement; (v) filings made with the Registrar of Companies and appearing in Laird's file at Companies House within the last two years; or (vi) as otherwise fairly disclosed to Bidco (or its respective officers, employees, agents or advisers) prior to the date of this Announcement (including all matters fairly disclosed in the written replies, correspondence, documentation and information provided in an electronic data room created by or on behalf of Laird or sent to any member of the Wider Bidco Group or any of its advisers during the due diligence process and whether or not in response to any specific request for information made by any member of the Wider Bidco Group or any of its advisers);

"Effective Date"

the date on which: (i) the Scheme becomes effective or (ii) if Bidco elects to implement the Acquisition by way of a Takeover Offer, the date on which such Takeover Offer becomes or is declared unconditional in all respects;

"Euroclear"

Euroclear UK and Ireland Limited;

"FCA" or "Financial Conduct Authority"

the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000;

"Forms of Proxy"

the forms of proxy in connection with each of the Court Meeting and the General Meeting, which will accompany the Scheme Document;

"General Meeting"

the general meeting of Laird Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;

"IFRS"

International Financial Reporting Standards;

"Interim Facilities Agreement"

the £625 million interim facilities agreement entered into with the Interim Lenders to provide funding for the Acquisition;

"Interim Lenders"

Goldman Sachs Bank USA and Citicorp North America, Inc.;

"J.P. Morgan Cazenove"

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove;

"Laird"

Laird PLC;

"Laird Directors"

the directors of Laird;

"Laird Employee Benefit Trusts"

The Laird 1990 Employee Benefit Trust and The Laird PLC Employee Benefit Trust;

"Laird Group"

Laird and its subsidiary undertakings and, where the context permits, each of them;

"Laird Shareholders" or "Shareholders"

the holders of Laird Shares;

"Laird Shares"

the existing unconditionally allotted or issued and fully paid ordinary shares with a nominal value of 28.125 pence each in the capital of Laird and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;

"Laird Share Plans"

the Laird 2013 Long Term Incentive Plan, the Laird 2015 Long Term Incentive Plan, the Laird Medium Term Incentive Plan, the Tony Quinlan Buyout Award and the Annual Performance Incentive Scheme;

"Listing Rules"

the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;

"London Stock Exchange"

London Stock Exchange plc;

"Long Stop Date"

1 December 2018;

"Numis"

Numis Securities Limited;

"Official List"

the Official List maintained by the UKLA;

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Overseas Shareholders"

Laird Shareholders (or nominees of, or custodians or trustees for Laird Shareholders) not resident in, or nationals or citizens of the United Kingdom;

"Panel"

the Panel on Takeovers and Mergers;

"Registrar of Companies"

the Registrar of Companies in England and Wales;

"Regulation"

has the meaning given to it in paragraph 2(a) of Appendix I to this Announcement;

"Regulatory Information Service"

any of the services set out in Appendix I to the Listing Rules;

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Acquisition is extended or made available in that jurisdiction or if information concerning the Acquisition is made available in that jurisdiction;

"Rothschild"

N.M. Rothschild & Sons Limited;

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between Laird and the Laird Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Laird and Bidco;

"Scheme Document"

the document to be sent to Laird Shareholders containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the business day immediately prior to the Effective Date;

"Significant Interest"

In relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

"Takeover Code"

the City Code on Takeovers and Mergers;

"Takeover Offer"

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Laird and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;

"Third Party"

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

"UKLA"

the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000;

"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, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended;

"Wider Bidco Group"

Bidco, funds managed by Advent and their respective associated undertakings and any other body corporate, partnership, joint venture or person in which Bidco and all such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Laird Group"

Laird and associated undertakings and any other body corporate, partnership, joint venture or person in which Laird and such undertakings (aggregating their interests) have a Significant Interest.

 

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "Euros", "EUR" and "" are to the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community as amended by the Treaty on the European Union.

All references to "US$", "$" and "US Dollars" are to the lawful currency of the United States.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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