Publication of Circular and Notice of GM

Fisher (James) & Sons plc

24 May 2024

 

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

For immediate release

24 May 2024

James Fisher and Sons plc

Publication of Circular and notice of James Fisher and Sons plc General Meeting regarding the proposed disposal of RMSpumptools Limited

James Fisher and Sons plc ("James Fisher" or the "Company" and, together with its subsidiaries, the "Group"), announced on 22 March 2024 that it had entered into an agreement for the sale of the entire issued share capital of RMSpumptools Limited ("RMS") to ChampionX UK Limited, a wholly-owned subsidiary of ChampionX Corporation ("ChampionX" or the "Purchaser") for a total enterprise value of £90 million (the "Disposal").

The Company is pleased to announce that a circular regarding the Disposal (the "Circular") has been published today, having received approval from the UK Financial Conduct Authority. The Circular will be made available to the Company's shareholders ("Shareholders") shortly.

The Circular contains further details of the Disposal and a notice convening a general meeting of the Company to be held at 15.00 on 13 June 2024, at the offices of Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR (the "General Meeting").

The Disposal constitutes a Class 1 transaction under the Listing Rules. Completion of the Disposal is therefore conditional upon the passing of an ordinary resolution approving the Disposal by Shareholders (the "Disposal Resolution"). The Board considers the Disposal and the Disposal Resolution to be in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of the Disposal Resolution at the General Meeting.

The Company has received irrevocable undertakings or letters of intent to vote in favour of the Disposal Resolution from Shareholders in respect of 19,543,290 ordinary shares and preference shares in total, representing approximately 38.70% of the existing share capital of the Company as at 21 May 2024 (being the latest practicable date prior to the publication of the Circular (the "Latest Practicable Date")).

The Trustees of the Sir John Fisher Foundation, which holds 10,601,360 ordinary shares and 100,000 preference shares, representing approximately 20.99% of the existing share capital of the Company as at the Latest Practicable Date, have irrevocably undertaken to vote in favour of the Disposal Resolution.

The Company has received non-binding letters of intent to vote in favour of the Disposal Resolution from Schroders plc, in respect of 5,141,930 ordinary shares, representing approximately 10.18% of the existing share capital of the Company as at the Latest Practicable Date, and Odyssean Investment Trust plc, in respect of 3,800,000 ordinary shares, representing approximately 7.53% of the existing share capital of the Company as at the Latest Practicable Date.

In addition to the Disposal Resolution, completion of the Disposal is also subject to the satisfaction or waiver of certain other conditions, including: (i) no material adverse change having occurred during the relevant period; (ii) the execution of the deed of release and resignation by the target companies and the security agent; and (iii) having obtained merger control clearance, approval and/or non-objection from the Saudi Arabian General Authority for Competition. Subject to the satisfaction and/or waiver (where applicable) of these conditions, completion of the Disposal is expected to occur by the end of the first half or early in the second half of 2024.

The Circular, the notice of General Meeting and the Form of Proxy for the General Meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

These documents will also be available on the James Fisher website at https://www.james-fisher.com/ from the date of this Announcement up to the date of the General Meeting and for the duration of the General Meeting.

Peel Hunt is acting as sponsor and corporate broker and Gleacher Shacklock LLP is acting as the financial advisor to James Fisher on the Disposal.

Enquiries:
James Fisher plc
Jean Vernet, Karen Hayzen-Smith	[phone]
Gleacher Shacklock (Financial Adviser)
James Dawson, Philippe Bégin	[phone]
Peel Hunt (Sponsor and Corporate Broker)
Mike Bell, Charlotte Sutcliffe	[phone]
Investec (Corporate Broker)
Chris Sim	[phone]
FTI Consulting (PR Adviser)
Richard Mountain, Susanne Yule	[phone]

IMPORTANT NOTICE

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. James Fisher shareholders are advised to read carefully the Circular once it has been published. Any response to the Disposal should be made only on the basis of the information in the Circular to follow.

Gleacher Shacklock LLP ("Gleacher Shacklock") is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, is acting as financial adviser exclusively for the Company and no one else in connection with the Disposal and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Gleacher Shacklock or its affiliates, or for providing advice in relation to the Disposal or any other matters referred to in this announcement or any other matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as sponsor exclusively for the Company and for no-one else in connection with the Disposal and the matters set out in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Disposal and the other matters set out in this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the proposed Disposal or any other matter set out in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Gleacher Shacklock and Peel Hunt by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, each of Peel Hunt and Gleacher Shacklock (and their respective subsidiaries, holding companies, branches or affiliates and any of its and their respective directors, officers, employees, agents or advisers), accepts no duty, liability or responsibility whatsoever (whether direct or indirect, and whether arising in contract, in tort, under statute or otherwise) to any person in relation to this announcement or for any acts or omissions of James Fisher and no representation or warranty, express or implied, is made by any of them as to the contents of this announcement, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by James Fisher, or on its behalf, or by Peel Hunt or Gleacher Shacklock, or on their behalf, in connection with James Fisher, the Group, RMS or the Disposal, and nothing in this announcement should be relied upon as a promise or representation in this respect, whether or not to the past or future, in connection with James Fisher, the Group, RMS or the Disposal. To the fullest extent permitted by law, each of Peel Hunt and Gleacher Shacklock (and their respective subsidiaries, holding companies, branches and affiliates and its and their respective directors, officers, employees, agents and advisers) accordingly disclaim all and any responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise (save as referred to above)), which they might otherwise have in connection with this announcement, any statement contained herein, the Disposal or otherwise.

Neither the contents of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any they might statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would, "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. None of the Company, Peel Hunt, Gleacher Shacklock or their respective affiliates undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide you with any additional information, other than any requirements that the Company may have under applicable law or the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules or the UK Market Abuse Regulation. To the fullest extent permissible by law, such persons disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise, which otherwise have in respect of this announcement. The information in this announcement is subject to change without notice.

 

END