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
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
11 JUNE
2024
RECOMMENDED CASH AND SHARE
OFFER
for
Tyman plc
by
Quanex Building Products
Corporation
to be implemented by means of a scheme
of arrangement of Tyman
plc
under Part 26 of the Companies Act
2006
On 22 April 2024, the boards of Tyman plc
("Tyman") and Quanex
Building Products Corporation ("Quanex") announced that they had
reached agreement on the terms of a recommended cash and share
offer pursuant to which Quanex will acquire the entire issued and
to be issued ordinary share capital of Tyman (the "Transaction"). It is intended that the
Transaction will be implemented by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006.
Publication of
the Scheme Document
Tyman is pleased to announce that the scheme
document containing the full terms and conditions of the
Acquisition (the "Scheme
Document"), together with the related Forms of Proxy, is
being published and sent today to Tyman Shareholders and, for
information only, to persons with information rights and
participants in the Tyman Share Plans.
The Scheme Document will be made available on
Tyman's website at https://www.tymanplc.com/investor-relations.
Copies of the Scheme Document have been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Terms defined in the Scheme Document have the
same meanings in this announcement.
Notices of the
Court Meeting and General Meeting
As described in the Scheme Document, to become
effective the Scheme will require, amongst other things: (i) the
approval of a majority in number of Scheme Shareholders present and
voting either in person or by proxy at the Court Meeting (or any
adjournment thereof), representing not less than 75 per cent. in
value of the Scheme Shares voted by such Scheme Shareholders; (ii)
the passing of the Special Resolution by the requisite majority of
Tyman Shareholders at the General Meeting (or any adjournment
thereof); and (iii) the subsequent sanction of the Scheme by the
Court. The Scheme is also subject to the satisfaction or waiver of
the other Conditions and further terms that are set out in the
Scheme Document.
Notices of the Court Meeting and the General
Meeting, both of which will be held at the offices of Latham &
Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United
Kingdom, on 12 July 2024, are set out in the Scheme Document. The
Court Meeting will commence at 2.30 p.m. and the General Meeting at
2.45 p.m. (or, if later, as soon as the Court Meeting has concluded
or been adjourned).
It is important that, for the Court Meeting in
particular, as many votes as possible are cast, so that the Court
may be satisfied that there is a fair and reasonable representation
of the opinion of Scheme Shareholders. Scheme Shareholders and
Tyman Shareholders are therefore strongly encouraged to submit
proxy appointments and instructions for the Court Meeting and the
General Meeting using any of the methods set out in the Scheme
Document as soon as possible and, in any event, by no later than
2.30 p.m. on 10 July 2024 in the case of the Court Meeting and by
no later than 2.45 p.m. on 10 July 2024 in the case of the General
Meeting (or, in the case of any adjournment, not later than 48
hours (excluding non-working days) before the fixed time for the
holding of the adjourned meeting).
Recommendation
The Tyman Directors, who have been so advised
by Greenhill as to the financial terms of the Main Offer and the
Capped All-Share Alternative, consider the terms of the Main Offer
and the Capped All-Share Alternative to be fair and reasonable. In
providing its advice to the Tyman Directors, Greenhill has taken
into account the commercial assessments of the Tyman Directors. The
Tyman Directors note that the implied value of both the Main Offer
and Capped All-Share Alternative will be subject to volatility due
to Quanex stock market price movements and changes in the foreign
exchange rate which the Tyman Board will continue to assess during
the Transaction. The Tyman Directors also note that the implied
value of the Capped All-Share Alternative will be subject to
greater volatility than the Main Offer and Tyman Shareholders
should consider the disadvantages and advantages outlined in
paragraph 13 of Part Two (Explanatory Statement) of the Scheme
Document regarding an election for the Capped All-Share
Alternative. Greenhill is providing independent financial
advice to the Tyman Directors for the purposes of Rule 3 of the
Takeover Code.
Accordingly, the Tyman Directors unanimously
recommend that Tyman Shareholders vote or procure votes in favour
of the Scheme at the Court Meeting and the resolutions to be
proposed at the General Meeting (and, if the Transaction is
subsequently structured as a Takeover Offer, to accept any Takeover
Offer made by Quanex) as the Tyman Directors who held Tyman Shares
at the date of the announcement of a firm intention to make an offer
for the entire issued and to be issued share capital of Tyman
pursuant to Rule 2.7 of the Takeover Code made by Quanex on 22
April 2024 (the "2.7
Announcement") have irrevocably undertaken to do in respect
of their own holdings of Tyman Shares (representing approximately
0.23 per cent. of Tyman's existing issued ordinary share capital on
the date of the 2.7 Announcement).Tyman Shareholders should read
the Scheme Document in its entirety before making a decision with
respect to the Scheme.
Timetable
The Scheme Document contains an expected
timetable of principal events relating to the Scheme, which is also
set out in Appendix 1 to this announcement. The hearing of the
Court to sanction the Scheme is currently expected to be held in
the third quarter of 2024, subject to the prior satisfaction or
waiver of the other Conditions set out in the Scheme
Document.
If any of the key dates set out in the
timetable change, Tyman will give notice of this change by issuing
an announcement through a Regulatory Information Service and by
making such announcement available on Tyman's website at https://www.tymanplc.com/investor-relations.
Shareholder
helpline
If Tyman Shareholders have any questions
relating to this announcement, the Scheme Document, the Court
Meeting, the General Meeting or the completion and return of the
Forms of Proxy or the GREEN Form of Election, please call the
Shareholder Helpline operated by Link Group, on +44
(0) 371 664 0321. Calls are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9:00 a.m. to 5:30 p.m., Monday to Friday, excluding public
holidays in England and Wales. Please note that Link Group cannot
provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.
Enquiries
Tyman
Rutger Helbing - Chief Executive
Officer
+44 207 976 8000
Jason Ashton - Chief Financial Officer
Greenhill
(Lead Financial adviser to Tyman)
Charles Montgomerie
+44 207 198 7400
David Wyles
Charles Spencer
Deutsche Numis
(Financial adviser and Corporate broker to
Tyman)
Jonathan
Wilcox
+44 207 260 1000
Richard Thomas
MHP Group
(PR adviser to
Tyman)
Reg Hoare
+44
7801 894577 / tyman@mhpgroup.com
Rachel
Farrington
Matthew Taylor
Quanex
Scott Zuehlke - Senior Vice President, Chief Financial Officer and
Treasurer +1
713 877 5327
UBS
(Sole Financial adviser to Quanex)
London: Joe Hannon, Romine Hakme, Josh
Chauhan
+44 20 7567 8000
New York: Simon Smith, Jane Zovak, Vijay Kumra
+1
212 713 2000
Joele Frank, Wilkinson Brimmer
Katcher
(PR adviser to Quanex)
Arielle Rothstein
+1 212 355
4449
Andrew Siegel
Lyle Weston
Latham & Watkins (London) LLP is acting as
legal adviser to Tyman in connection with the
Transaction.
Travers Smith LLP is acting as English legal
adviser to Quanex and Foley & Lardner LLP is acting as US legal
adviser to Quanex in connection with the Transaction.
Important notices about
financial advisers
UBS AG London
Branch ("UBS") is
authorised and regulated by the Financial Market Supervisory
Authority in Switzerland. It is authorised by the Prudential
Regulation Authority ("PRA") and subject to regulation in the
United Kingdom by the Financial Conduct Authority ("FCA") and limited regulation in the
United Kingdom by the PRA. UBS is acting exclusively as sole
financial adviser to Quanex and for no one else in connection with
the Transaction and will not be responsible to anyone other than
Quanex 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. Neither UBS nor any of its subsidiaries, branches 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 UBS in connection with the Transaction, this announcement and
any statement contained herein or otherwise.
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.
No
Offer or Solicitation
This
announcement is for informational purposes only and is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the transaction or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
In particular, this announcement is not an offer of securities for
sale into the United States or in any other jurisdiction. No offer
of securities shall be made in the United States absent
registration under the US Securities Act, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements. Any securities issued in the Transaction
are anticipated to be issued in reliance upon an exemption from
such registration requirements pursuant to Section 3(a)(10) of the
US Securities Act.
The
Transaction will be made solely by means of the Scheme Document, or
(if applicable) pursuant to an Offer Document to be published by
Quanex, which (as applicable) will contain the full terms and
conditions of the Transaction. Any decision in respect of, or other
response to, the Transaction, should be made only on the basis of
the information contained in such document(s). As explained below,
if Quanex ultimately seeks to implement the Transaction by way of a
Takeover Offer, that offer will be made in compliance with
applicable US laws and regulations.
This
announcement does not constitute a prospectus or a prospectus
exempted document.
This
announcement has been prepared for the purpose of complying with
English law and the Takeover Code 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 other than England and Wales.
In accordance with
normal United Kingdom practice and pursuant to Rule 14e-5(b) of the
US Exchange Act, Quanex or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of
Tyman outside of the US, other than pursuant to the Transaction,
until the date on which the Transaction and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases or arrangements to purchase will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
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. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Tyman Shares at the Court Meeting or General Meeting, or to appoint
another person as proxy to vote at the Court Meeting or General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Further details
in relation to the Overseas Shareholders will be contained in the
Scheme Document (or, if the Transaction is to be implemented by a
Takeover Offer, the Offer Document). Any failure to comply with any
such restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless
otherwise determined by Quanex or required by the Takeover Code,
and permitted by applicable law and regulation, the Transaction
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Scheme by any such means from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction and no person may vote in favour of
the Transaction by use of mail or any other means of
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted
Jurisdiction.
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. Doing so may render invalid
any related purported vote in respect of the Transaction. If the
Transaction is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law or regulation), the
Transaction may not be made, directly or indirectly, in or into, or
by use of mail or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Transaction will
not be capable of acceptance by any such use, means,
instrumentality or facilities from within any Restricted
Jurisdiction.
The
availability of the Transaction or of New Quanex Shares pursuant to
the Transaction to Tyman Shareholders who are not resident in the
United Kingdom or the ability of those persons to hold such shares
may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
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.
Additional
information for US investors in Tyman
Tyman
Shareholders in the United States should note that the Transaction
relates to the securities of a UK company and is proposed to be
effected by means of a scheme of arrangement under English law.
This announcement, the Scheme Document and certain other documents
relating to the Transaction have been or will be prepared in
accordance with English law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Transaction is subject to the
disclosure requirements of and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer rules. If, in the
future, Quanex exercises the right to implement the Transaction by
way of a Takeover Offer and determines to extend the offer into the
United States, the Transaction will be made in compliance with
applicable United States laws and regulations, including any
applicable exemptions under the US Securities Act or US Exchange
Act.
Tyman's
financial statements, and all financial information that may be
included in the Scheme Document, or any other documents relating to
the Transaction, have been or will be prepared in accordance with
International Financial Reporting Standards and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting principles
("US GAAP"). The financial
information included the Scheme documentation in relation to Quanex
has been or will have been prepared in accordance with US GAAP,
except as otherwise specified therein.
It may be
difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Tyman is located
outside of the US, and some or all of its officers and directors
may be residents of countries other than the US. US holders may not
be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction or
judgment.
The New
Quanex Shares to be issued pursuant to the Transaction have not
been registered under the US Securities Act, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the US Securities
Act. The New Quanex Shares to be issued pursuant to the Transaction
are expected to be issued in reliance upon an exemption from such
registration requirements pursuant to Section 3(a)(10) of the US
Securities Act. If, in the future, Quanex exercises its right to
implement the Transaction by way of a Takeover Offer or otherwise
in a manner that is not exempt from the registration requirements
of the US Securities Act, such issuance of New Quanex Shares will
be made in compliance with applicable US laws and regulations. In
this event, Tyman Shareholders are urged to read these documents
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, because they will
contain important information. Such documents will be available
free of charge at the SEC's website at www.sec.gov or by directing
a request to Quanex's Investor Relations team identified
above.
New Quanex
Shares issued to persons other than "affiliates" of Quanex (defined
as certain control persons, within the meaning of Rule 144 under
the US Securities Act) will be freely transferable under US federal
securities laws and regulations following the Transaction. Persons
(whether or not US persons) who are or will be "affiliates" of
Quanex within 90 days prior to, or after, the Effective Date will
be subject to certain transfer restrictions relating to the New
Quanex Shares under US federal securities laws and
regulations.
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 relating to the expected effects of the
Transaction on Tyman and/or Quanex, the expected timing and scope
of the Transaction, and other statements other than historical
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 and including statements relating to future
capital expenditures, expenses, revenues, economic performance,
financial conditions, dividend policy, losses and future prospects
and business and management strategies and the expansion and growth
of the operations of Quanex or Tyman. 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: the possibility that the Transaction will not be
completed on a timely basis or at all, whether due to the failure
to satisfy the conditions of the Transaction (including approvals
or clearances from regulatory and other agencies and bodies) or
otherwise, general business and economic conditions globally,
industry trends, competition, changes in government and other
regulation, 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 when (and if) the Transaction is implemented, the
inability of the Enlarged Group to integrate successfully Quanex's
and Tyman's operations when (and if) the Transaction is implemented
and the Enlarged Group incurring and/or experiencing unanticipated
costs and/or delays or difficulties relating to the Transaction
when (and if) it is implemented. 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 or Quanex for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Tyman or Quanex.
Disclosure
requirements of the Takeover Code
Under Rule
8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule
8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening
Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of
the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication
of this announcement on website
A copy of
this announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Quanex's website
at https://www.roadto2b.com/
and Tyman's website at
https://www.tymanplc.com/investor-relations
by no later than 12:00 p.m.
(London time) on the Business Day following this
announcement.
For the
avoidance of doubt, the contents of these websites and any websites
accessible from hyperlinks on these websites are not incorporated
into, and do not form part of, this announcement.
Information
relating to Tyman
Shareholders
Please be
aware that addresses, electronic addresses and certain information
provided by Tyman Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Tyman
may be provided to Quanex during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
Right to
receive documents in hard copy form
Any person
entitled to receive a copy of documents, announcements and
information relating to the Transaction is entitled to receive such
documents in hard copy form free of charge. For persons who receive
a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. A person may also request that all future
documents, announcements and information in relation to the
Transaction are sent to them in hard copy form.
In accordance
with Rule 30.3 of the Takeover Code, Tyman Shareholders, persons
with information rights and participants in Tyman Share Plans may
request a hard copy of this announcement by contacting Tyman's
registrars, Link Group, on +44 (0) 371 664 0321. Lines are open
from 9 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls are
charged at the standard geographical rate and will vary by
provider. Calls from outside the United Kingdom will be charged at
the applicable international rate.
Please note
the Shareholder Helpline cannot provide advice on the merits of the
Transaction or the Scheme nor give any financial, investment, legal
or tax advice.
Rounding
Certain
figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
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.