PUBLICATION OF CIRCULAR

RNS Number : 7730Y

Avon Rubber PLC

11 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.

PUBLICATION OF CIRCULAR

11 September 2020

Further to the announcement made by Avon Rubber p.l.c. ("Avon Rubber" or the "Company") on 9 September 2020 regarding the proposed acquisition of the Team Wendy, LLC ("Team Wendy") (the "Acquisition"), Avon Rubber today announces that the circular in connection with the Acquisition (the "Circular") has been approved by the FCA and will shortly be submitted to the National Storage Mechanism where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Avon Rubber website: http://www.avon-rubber.com/

The Circular, which contains a notice of a General Meeting of Avon Rubber to be held electronically at 9:00 am on 28 September 2020, will be dispatched to the Group's shareholders today.

As noted in the Circular, a condition to the completion of the Acquisition is the receipt of written notice from CFIUS stating that it has determined there are no unresolved national security concerns with the Acquisition, no review of the Acquisition is applicable under the DPA, or no further review of the Acquisition is requested, or that following a referral to the President of the United States no action will be taken by the President of the United States to suspend or prohibit the Acquisition (the "CFIUS Condition"). On 9 September 2020, CFIUS notified Avon Rubber and Team Wendy in writing that based upon its assessment of the declaration, CFIUS has determined that there are no unresolved national security concerns with respect to the Acquisition and has concluded action under the DPA. The CFIUS Condition has therefore been satisfied.

The defined terms set out in Appendix II of the announcement on 9 September 2020 have the same meaning herein.

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.

Avon Rubber is an innovative technology group, which designs and produces specialist products and services to maximise the performance and capabilities of its customers. Avon Protection is a leading provider of life-critical personal protection systems with leading positions within the global respiratory and next generation ballistic protection markets for the world's militaries and first responders.

milkrite | InterPuls is a global leader providing complete milking point solutions to dairy farmers across the world with the aim of improving every farm it touches.

On 2 July 2020, Avon Rubber announced that it had signed an agreement to sell milkrite | InterPuls to DeLaval Holding BV for a cash consideration of £180 million on a cash and debt free basis. The transaction is subject to customary closing conditions and regulatory approvals, with completion expected to take place in the first quarter of our 2021 financial year.

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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