Synnovia PLC - Offer Document Posted & Trading Update
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THIS ANNOUNCEMENT CONSTITUTES INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO.596/2014.
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POSTING OF OFFER DOCUMENT, NOTICE OF GENERAL MEETING & TRADING UPDATE
An offer document containing full terms and conditions of the Offer made by Bidco and the procedures for its acceptance (the Offer Document) is being published and posted to the shareholders of Synnovia today, together with a Form of Acceptance to accept the Offer and a Form of Proxy for use at the General Meeting. For information purposes only, the Offer Document will also be sent, or made available, to persons with information rights. These documents will shortly be made available on Synnovia's website at www.synnovia.com/investors.
Acceptances to the Offer must be received by
The procedure for acceptance of the Offer is set out in paragraph 14 of Part II of the Offer Document and further described in the Form of Acceptance accompanying the Offer Document.
As described in the Offer Document, the Offer is conditional, inter alia, on the passing of the Management Shareholder Resolution by Independent
The Offer is subject to the full terms and conditions set out in the Offer Document and the Form of Acceptance.
Unless otherwise defined, capitalised terms shall have the same meaning as those defined within the announcement made in respect of the Offer on
Further to the above statement, the Synnovia board confirms that customer demand remains subdued in Q2 FY2020, as difficult economic conditions continue to impact the business. Sales pipelines remain weak across the
Notes to Editors
Synnovia is a specialist manufacturer of industrial components and consumables. Applications for these products vary widely and examples include:
· Packaging for the food manufacturing and distribution - films, sacks and pouches
· Steering columns and instrument control knobs in the automotive industry - plastic ball bearings
· Hydraulic and industrial rubber hose manufacture - various types of plastic mandrel
· Cardboard box manufacture - creasing matrices
Synnovia's business model is based on understanding customers' problems in depth, and then developing and mass producing proprietary, technical solutions for these problems.
The business operates through two divisions, Films and Industrial, and has the majority of its production in six
Further information can be found on www.synnovia.com
Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the
This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an 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, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Synnovia Shareholders are advised to read the formal documentation in relation to the Offer carefully.
This announcement has been prepared for the purposes of complying with English law, the AIM Rules and the 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 and regulations of any jurisdiction outside the
The distribution of this announcement in jurisdictions other than the
The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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
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
Publication on website
A copy of this announcement will be available, free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions), for inspection on Synnovia's website at www.synnovia.com/investors by no later than 12 noon (
For the avoidance of doubt, neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into or forms part of this announcement.
Documents in hard copy form
Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents and all information incorporated into such documents by reference to another source in hard copy form. Unless such a person makes such a request, a hard copy of this announcement and the Offer Document and any such information incorporated by reference in it will not be sent to that person. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.
Copies of this announcement and the Offer Document (and any information incorporated by reference in that document) and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested from the Receiving Agent, Link Asset Services on 0371 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
Information relating to Synnovia Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Synnovia Shareholders, persons with information rights and other relevant persons for the receipt of communications from Synnovia may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.
This information is provided by RNS, the news service of the
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