ACQUISITION - RESULTS OF GENERAL MEETING

RNS Number : 2880A

Avon Rubber PLC

28 September 2020

 

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

For Immediate Release

AVON RUBBER P.L.C.

ACQUISITION OF TEAM WENDY - RESULTS OF GENERAL MEETING

28 September 2020

Avon Rubber p.l.c. ("Avon Rubber" or the "Company") is pleased to announce that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the "Resolutions") contained in the circular published by the Company on 11 September 2020 (the "Circular") were duly passed without amendment on a poll by the requisite majorities of shareholders of the Company.

The Acquisition is expected to close in the first quarter of the Group's 2021 financial year, subject to U.S. regulatory approvals and customary closing conditions. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Circular, which is available at https://www.avon-rubber.com/investors/acquisition-of-team-wendy/.

Resolution 1 was passed as an ordinary resolution. Resolution 2 was passed as a special resolution. The full text of the Resolutions is set out in the Notice of General Meeting.

A breakdown of proxy votes lodged prior to the meeting for each Resolution is set out below and will also be made available on the Company's website: www.avon-rubber.com

	Resolution	For	%	Against	%	Withheld
1	To approve the Acquisition	24,177,368	99.94%	13,597	0.06%	0
2	To approve amending the Articles of Association of the Company	23,998,287	99.20%	192,597	0.80%	72

Notes:

1.  Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

2.  A "vote withheld" is not a vote under English law and is not counted in the calculation of the proportion of the votes "for" and "against" a Resolution.

3.  Discretionary proxy votes lodged in favour of a third party have not been included in the "for", "against" or "total" figures.

4.  At the date of the General Meeting the issued share capital of the Company is [31,023,292][1] ordinary shares.

In accordance with paragraph 9.6.2R of the Listing Rules, a copy of the Resolutions passed have been submitted to the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

For further enquiries please contact:

Avon Rubber p.l.c.     [phone]

Paul McDonald, Chief Executive Officer

Nick Keveth, Chief Financial Officer

Ryan Mahoney, Deputy Chief Financial Officer

Evercore Partners International LLP       [phone]

Brendan Panda
Alan Beirne
George Phillips

MHP Communications [phone]

Andrew Jaques

Charlie Barker

Pete Lambie

Ailsa Prestige

About Avon Rubber

Avon Rubber is listed on the London Stock Exchange (LSE: AVON) and is a constituent of the FTSE 250 Index.

We are an innovative technology group, which through our Avon Protection business, designs and produces specialist products to maximise the performance and capabilities of our customers. 

Avon Protection is a provider of life critical personal protection systems with leading positions in the global respiratory and ballistic protection markets for the world's militaries and first responders.

For further information, please visit our website: www.avon-rubber.com.

Important notices

This Announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction. Avon Rubber shareholders are advised to carefully read the Circular. Any response to the Acquisition should be made only on the basis of the information in the Circular.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Avon Rubber and for no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Acquisition and, subject to its responsibilities and liabilities which may arise under FSMA or the regulatory regime established thereunder, will not be responsible to anyone other than Avon Rubber for providing the protections afforded to its clients nor for giving advice in relation to the arrangements described in this Announcement or any other transaction or arrangement referred to in this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore under FSMA or the regulatory regime established thereunder, Evercore accept no responsibility whatsoever for the contents of this Announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Acquisition, or any other matter referred to herein. Subject to applicable law, Evercore accordingly disclaims, to the fullest extent permitted by law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

The securities of the Group have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or transferred, directly or indirectly, in, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any relevant state or other jurisdiction of the United States. There has been and will be no public offering of the securities of the Group in the United States.

Cautionary statement regarding forward-looking statements

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Avon Rubber's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth, strategies, integration of the business organisations and achievement of anticipated combination benefits in a timely manner. Forward-looking statements speak only as of the date they are made. Such forward-looking statements are based on beliefs, expectations and assumptions of the Board and other members of senior management regarding the Avon Rubber's present and future business strategies, the benefits to be derived from the Acquisition and the environment in which Avon Rubber, Team Wendy and/or, following completion, the Enlarged Group will operate in the future. Although the Board and other members of senior management believe that these beliefs and assumptions are reasonable, by their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond the Group's control. Avon Rubber, Team Wendy and/or, following completion, the Enlarged Group's actual operating results, financial condition, dividend policy and the development of the industry in which they operate, as well as the benefits and combination benefits actually received, may differ materially from the impression created by the forward-looking statements contained in this Announcement. In addition, even if the operating results, financial condition and dividend policy of Avon Rubber, Team Wendy and/or, following completion, the Enlarged Group, and the development of the industry in which they operate, are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. You are advised to read the Circular in its entirety for a further discussion of the factors that could affect Avon Rubber and/or the Enlarged Group's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this Announcement may not occur. Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, Avon Rubber undertakes no obligation to update these forward looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

 

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