De-listing and cancellation of trading of shares

Tyman PLC

02 August 2024

 

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

FOR IMMEDIATE RELEASE

2 August 2024

RECOMMENDED CASH AND SHARE ACQUISITION

of

Tyman plc

by

Quanex Building Products Corporation

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

DE-LISTING AND CANCELLATION OF TRADING OF TYMAN PLC SHARES

On 22 April 2024, the boards of directors of Quanex Building Products Corporation ("Quanex") and Tyman plc ("Tyman") announced that they had reached agreement on the terms and conditions of a recommended cash and share acquisition by Quanex of the entire issued, and to be issued, ordinary share capital of Tyman (the "Transaction").

The Transaction is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document containing the full terms and conditions of the Transaction was published or made available to Scheme Shareholders on 11 June 2024 (the "Scheme Document") as modified by the Declaration of Special Dividend and Offer Update Announcement dated 28 June 2024.

Terms defined in the Scheme Document have, unless otherwise defined, the same meanings in this announcement.

Further to the announcement made by Tyman  on 1 August 2024 in relation to the Scheme becoming Effective, Tyman now confirms that, following an application by Tyman, the Financial Conduct Authority has cancelled the listing of Tyman Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of Tyman Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 7.30 a.m. today, 2 August 2024.

Enquiries

Tyman
Rutger Helbing - Chief Executive Officer                                                       [phone]
Jason Ashton - Chief Financial Officer

Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie                                                                                       [phone]
David Wyles
Charles Spencer

Deutsche Numis
(Financial adviser and Corporate broker to Tyman)
Jonathan Wilcox                                                                                              [phone]
Richard Thomas

MHP Group

(PR adviser to Tyman)
Reg Hoare                                                                     [phone] / [e-mail] 

Rachel Farrington

Matthew Taylor

Latham & Watkins (London) LLP is acting as legal adviser to Tyman in connection with the Transaction.

Important notices about financial advisers

Greenhill & Co. International LLP ("Greenhill"), an affiliate of Mizuho, which is authorised and regulated in the United Kingdom by the FCA, is acting as lead financial adviser to Tyman and for no one else in connection with the Transaction and will not be responsible to anyone other than Tyman for providing the protections afforded to its clients nor for providing advice in relation to the Transaction, the contents of this announcement or any other matters referred to in this announcement.

Numis Securities Limited (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Tyman and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Tyman for providing the protections afforded to clients of Deutsche Numis, or for providing advice in connection with the matters referred to herein. Neither Deutsche Numis nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement or any matter referred to herein.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

Accordingly, copies of this announcement and all documents relating to the Transaction 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 Transaction (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 Transaction shall be subject to English law and the jurisdiction of the Court and to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

Forward-looking statements

This announcement contains "forward-looking statements" with respect to the Quanex Group and the Tyman Group. These statements are based on the current expectations of the management of Quanex and/or Tyman and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this document include statements that do not relate only to historical or current facts. Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. Although Tyman and/or Quanex believes that the expectations reflected in such forward-looking statements are reasonable, Tyman and/or Quanex can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include general business and economic conditions globally, industry trends, competition, changes in government and other regulation, the nature, cost and outcome of any legal proceedings related to the Transaction, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the combined company to realize successfully any anticipated synergy benefits, the inability to integrate successfully Quanex's and Tyman's operations and the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Transaction. Additional information concerning these and other risk factors is contained in the Risk Factors sections of the Proxy Statement Quanex filed with the SEC on June 6, 2024 and Quanex's most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this announcement.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oral or written forward-looking statements attributable to Quanex or Tyman or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither of Quanex or Tyman undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.

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

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

 

END