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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 September 2022
MEGGITT PLC
DE-LISTING AND CANCELLATION OF TRADING OF MEGGITT SHARES
Further to the announcement made by Meggitt PLC ("Meggitt") on 12 September 2022, Meggitt today announces that, following an application by Meggitt, the Financial Conduct Authority has cancelled the listing of Meggitt Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of Meggitt Shares on the London Stock Exchange's main market for listed securities, in each case with effect from 8:00 a.m. today, 14 September 2022.
Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings given to them in the circular published on 16 August 2021 in relation to the recommended cash acquisition by Parker-Hannifin Corporation ("Parker") of the entire issued and to be issued share capital of Meggitt (the "Acquisition"), which was effected by means of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme Document").
Full details of the Acquisition are set out in the Scheme Document, which is also available on Meggitt's website at www.meggittoffer.com. All references to times in this announcement are to London times unless otherwise stated.
Enquiries:
Meggitt |
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Marina Thomas, Group Company Secretary |
+44 (0)77 7197 7678 |
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Rothschild & Co (Financial Adviser and Rule 3 Adviser to Meggitt) |
+44 (0)20 7280 5000 |
Ravi Gupta |
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Sabina Pennings |
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Morgan Stanley (Financial Adviser, Rule 3 Adviser and Corporate Broker to Meggitt) |
+44 (0)20 7425 8000 |
Shirav Patel |
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Ben Grindley |
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BofA Securities (Financial Adviser and Corporate Broker to Meggitt) |
+44 (0)20 7628 1000 |
Edward Peel |
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Oliver Elias |
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FTI Consulting |
+44 (0)20 3727 1340 |
Nick Hasell |
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Alex Le May |
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Dwight Burden |
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Parker |
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Aiden Gormley, Director, Global Communications and Branding |
+1 (0)216 896-3258 |
Robin J. Davenport, Vice President, Corporate Finance |
+1 (0)216 896-2265 |
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Citigroup Global Markets Limited (Financial Adviser and Corporate Broker to Parker) |
+44 (0)20 7986 4000 |
Sian Evans |
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Rory Scott |
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Andrew Miller-Jones |
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Brunswick Group (Communications Adviser to Parker) |
+44 (0)20 7404 5959 |
Simon Sporborg |
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Charles Pretzlik |
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David Blackburn |
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Slaughter and May is acting as legal adviser to Meggitt in connection with the Acquisition.
Freshfields Bruckhaus Deringer LLP is acting as legal adviser to Parker in connection with the Acquisition.
Important notice
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Meggitt in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or prospectus-equivalent document.
Disclaimers
NM Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the UK by the FCA, is acting exclusively for Meggitt and no-one else in connection with the Acquisition and will not be responsible to anyone other than Meggitt for providing the protections afforded to clients of Rothschild & Co nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley") which is authorised by the PRA and regulated by the FCA and the PRA in the UK is acting exclusively as financial adviser and corporate broker to Meggitt and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting as financial adviser and corporate broker exclusively for Meggitt and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Meggitt for providing the protections afforded to clients of BofA Securities nor for providing advice in relation to the subject matter of this announcement or any other matter or arrangement referred to herein.
Citigroup Global Markets Limited ("Citi"), which is authorised in the UK by the PRA and regulated by the FCA and the PRA, is acting exclusively as financial adviser for Parker and no one else in connection with the Acquisition, and will not be responsible to anyone other than Parker for providing the protections afforded to clients of Citi nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Meggitt, the Meggitt Directors or by Rothschild & Co, Morgan Stanley, BofA Securities or any other person involved in the Acquisition. Neither the delivery of this announcement nor holding the Meetings, the Scheme Court Hearing, or filing the Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Meggitt Group since the date of this announcement or that the information in, or incorporated into, this announcement is correct as at any time subsequent to its date.
Overseas Jurisdictions
This announcement has been prepared for the purposes of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements of their jurisdictions.
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.