James Fisher & Sons PLC has announced the publication of a circular and notice of a general meeting regarding the proposed disposal of RMSpumptools Limited. The company has entered into an agreement for the sale of RMS to ChampionX UK Limited for a total enterprise value of £90 million. The circular contains details of the disposal and convenes a general meeting to be held on 13 June 2024. The completion of the disposal is subject to the passing of an ordinary resolution approving the disposal by shareholders.
The board unanimously recommends that shareholders vote in favor of the disposal resolution at the general meeting. The company has received irrevocable undertakings or letters of intent to vote in favor of the disposal resolution from shareholders representing approximately 38.70% of the existing share capital of the company as of the latest practicable date. Additionally, the trustees of the Sir John Fisher Foundation, which holds approximately 20.99% of the existing share capital, have irrevocably undertaken to vote in favor of the disposal resolution.
The completion of the disposal is also subject to the satisfaction or waiver of certain other conditions, including no material adverse change having occurred during the relevant period and obtaining merger control clearance, approval, and/or non-objection from the Saudi Arabian General Authority for Competition. The circular, notice of the general meeting, and the form of proxy for the general meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism and will be available for inspection on the NSM website.
Peel Hunt is acting as sponsor and corporate broker, and Gleacher Shacklock LLP is acting as the financial advisor to James Fisher on the disposal. Shareholders are advised to read the circular carefully once it has been published and make any response to the disposal only on the basis of the information in the circular to follow.
This announcement is not intended to, and does not constitute, or form part of, any offer to sell or issue or any solicitation of an offer to purchase, subscribe for, or otherwise acquire, any securities or a solicitation of any vote or approval in any jurisdiction.