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Cobham PLC

Cancellation of Listing
RNS Number : 2896A
Cobham plc
20 January 2020
 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 January 2020

RECOMMENDED CASH ACQUISITION

of

Cobham plc (Cobham)

by

AI Convoy Bidco Limited (Bidco)
an indirect subsidiary of funds managed by
Advent International Corporation

Cancellation of listing of Cobham plc

On 25 July 2019, the boards of Bidco and Cobham announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Cobham by Bidco (the Acquisition). The Acquisition was to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme) which was contained in a document sent to ordinary shareholders of Cobham on 21 August 2019 (the Scheme Document).

 

Further to the announcement made by Cobham on 17 January 2020 that the Scheme has become effective in accordance with its terms, Cobham confirms that the listing of Cobham Shares and Cobham Preference Shares on the Official List and the admission to trading of Cobham Shares and Cobham Preference Shares on the London Stock Exchange's Main Market for listed securities have been cancelled with effect from 8.00 a.m. (London time) today.

 

Full details of the Acquisition are set out in the Scheme Document.  Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

 

Enquiries:

MHP Communications


Reg Hoare

Pete Lambie

Tim Rowntree

+44 (0) 20 3128 8100

cobham@mhpc.com



Tulchan (Financial PR Adviser to Cobham)


Andrew Grant

Graeme Wilson

Harry Cameron

+44 (0)20 7353 4200

cobham@tulchangroup.com 



BofA Securities (Financial Adviser and Corporate Broker to Cobham)


Peter Luck

Geoff Iles

Joshua Maguire

 

+44 (0) 20 7628 1000

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Cobham)


Edmund Byers

Richard Perelman

Kirshlen Moodley

 

+44 (0) 20 7742 4000

Rothschild & Co (Financial Adviser to Cobham)


Ravi Gupta

Sabina Pennings

David Morrison

 

+44 (0) 20 7280 5000

Bidco

Advent


Finsbury (PR adviser to Bidco and Advent)


James Murgatroyd

Dorothy Burwell

Humza Vanderman

 

+44 (0) 20 7251 3801

Goldman Sachs International (Financial Adviser to Bidco and Advent)


Mark Sorrell

Nick Harper

Ed Eppler

Bertie Whitehead (Corporate Broking)

 

+44 (0) 20 7774 1000

Citigroup (Financial Adviser to Bidco and Advent)


Jan Skarbek

David Fudge

Stephen Edelman

Christopher Wren (Corporate Broking)

 

+44 (0) 20 7986 4000

Credit Suisse International (Financial Adviser to Bidco and Advent)


Joe Hannon

+44 (0) 20 7888 8888

Freya Van Oorsouw




Important Notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and Advent and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Goldman Sachs International or for providing advice in connection with the Acquisition or in this Announcement or any transaction or arrangement referred to herein.

Citigroup Global Markets Limited ("Citigroup"), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Bidco and Advent and no one else in connection with the Acquisition and shall not be responsible to anyone other than Bidco and Advent for providing the protections afforded to clients of Citigroup nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Credit Suisse, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for Bidco and Advent and no one else in connection with the matters set out in this Announcement and will not be responsible to any person other than Bidco and Advent for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the content of this Announcement or any matter referred to herein. Neither Credit Suisse 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 Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Merrill Lynch International ("BofA Securities"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters referred to in this Announcement. BofA Securities will not be responsible to anyone other than Cobham for providing the protections afforded to clients of BofA Securities or for providing advice in connection with the Acquisition or any other matter referred to in this Announcement.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. J.P. Morgan Cazenove is acting as financial adviser exclusively for Cobham and no one else in connection with the Acquisition and any other matters referred to in this Announcement, and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Cobham for providing the protections afforded to financial advisory clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Cobham and for no one else in connection with the Acquisition and any other matters set out in this Announcement. Rothschild & Co will not regard any other person as its client in relation to the Acquisition or any other matter set out in this Announcement, and will not be responsible to anyone other than Cobham for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Acquisition or any other matter referred to in this Announcement.

Overseas Shareholders

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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. Accordingly, copies of this Announcement and all documents relating to the Acquisition 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 Acquisition (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 availability of the Acquisition to Cobham Shareholders who are not resident in the United Kingdom 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, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.cobhaminvestors.com by no later than 12 noon (London time) on the business day following the date of this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
MSCSEASASESSEFF
Data provided by FE fundinfo. Care has been taken to ensure that the information is correct, but FE fundinfo neither warrants, represents nor guarantees the contents of information, nor does it accept any responsibility for errors, inaccuracies, omissions or any inconsistencies herein. Past performance does not predict future performance, it should not be the main or sole reason for making an investment decision. The value of investments and any income from them can fall as well as rise.

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