28 Mar 14. Recommended Cash Offer by FN Herstal SA for Manroy Plc.
*The Boards of FN Herstal SA (“Herstal”) and Manroy Plc (“Manroy”) are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Herstal for the entire issued and to be issued share capital of Manroy (the “Offer”).
*Under the terms of the Offer:
Manroy Shareholders will receive 85 pence in cash per Manroy Share
*The Offer represents a premium of:
(i)51.8 per cent. to the Closing Price of 56 pence per Manroy Share on 25 November 2013 (being the last Business Day prior to the commencement of the Offer Period);
(ii)61.4 per cent. to the average Closing Price per Manroy Share of approximately 53 pence over the three month period ended 25 November 2013 (being the last Business Day prior to the commencement of the Offer Period); and
(iii)62.4 per cent. to the average Closing Price per Manroy Share of approximately 52 pence over the twelve month period ended 25 November 2013 (being the last Business Day prior to the commencement of the Offer Period).
*The Offer values the entire issued and to be issued ordinary share capital of Manroy at approximately £16m.
*Herstal is part of the Herstal Group, a Belgian based designer, manufacturer and distributor of firearms and related accessories for defence, law enforcement, hunting and marksmanship.
*The Manroy Directors, who have been so advised by Opus Corporate Finance, consider the terms of the Offer to be fair and reasonable. In providing advice to the Manroy Directors, Opus Corporate Finance has taken into account the commercial assessment of the Manroy Directors.
*Accordingly, the Manroy Directors intend to recommend unanimously that Manroy Shareholders accept the Offer, as they (and certain of their immediate family members) have irrevocably undertaken to do in respect of their entire beneficial holdings, which, in aggregate, amount to 3,086,013 Manroy Shares, representing approximately 16.2 per cent. of the existing issued share capital of Manroy.
*Herstal has also received irrevocable undertakings to accept the Offer from certain Manroy Shareholders, namely Caledonian Heritable Limited, John Celaschi, Liopleurodon Capital Limited, Surinder Rajput and Nigel Cobby, in respect of 7,211,859 Manroy Shares representing, in aggregate, approximately 37.9 per cent. of the existing issued share capital of Manroy.
*Therefore, as at the date of this announcement, Herstal has received irrevocable undertakings to accept the Offer in respect of a total of 10,297,872 Manroy Shares, representing, in aggregate, approximately 54.1 per cent. of Manroy’s existing issued share capital. All of these irrevocable undertakings are binding in all circumstances (including in the event of a higher offer).
*Further, Herstal has received letters of intent to accept the Offer from Schroder Investment Management and Ashcourt Rowan Asset Management in respect of a total of 2,242,141 Manroy Shares, representing, in aggregate, approximately 11.8 per cent. of the existing issued share capital of Manroy.
Commenting on the Offer, Andrew Blurton, Chairman of Manroy said:
“This Offer is a welcome next step in the development of Manroy’s business. Being part of a larger platform is expected to secure further growth across all our business areas. The Offer is also attractive to Shareholders and delivers a material premium to the price before Herstal’s approach was announced.”
Commenting on the Offer, Philippe Claessens, Chief Executive of Herstal said: “We are pleased to announce the Offer and to see such strong support for the Offer from the outset. The acquisition of Manroy fits well with our strategy and gives us a footprint in a strategically important market.”
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