Statement re Possible Offer
7 April 2008
The Board of Fiberweb plc (“Fiberweb”) notes the announcement released today by Avgol Industries 1953 Ltd (“Avgol”) in relation to the expected financing of its possible offer for Fiberweb.
The translated text of Avgol’s announcement is set out below:
“Following Avgol's announcement of 21 January 2008 in relation to the possible offer by Avgol for Fiberweb Plc, Avgol today announces that it has completed the due diligence investigation of Fiberweb and is currently reviewing the results of such due diligence investigation.
If the proposed transaction is consummated, Avgol expects the financing thereof to consist of ( i) debt in an approximate amount of $400M, which shall be provided by non-Israeli banks and Israeli institutional investors, and which shall be secured, together with Avgol's currently outstanding debentures, by the assets of the combined group, and (ii) mezzanine financing in an approximate amount of $200M. Avgol expects the debt amount to be used, among other things, to refinance the existing indebtedness of Fiberweb. The terms of the different debt components have not yet been finalised.
The abovementioned expectations for the financing of the acquisition of Fiberweb, to the extent it is consummated, are of a forward looking nature, and are based on initial indications Avgol has received from various financial institutions and on the analysis of the current financing markets and alternatives. Avgol’s financing expectations might not consummate if the final financing terms of the transaction materially differ from the indicative information Avgol has received and/or in case of a material change in the acquisition terms of Fiberweb. Without derogating from the abovementioned, there can be no certainty that the acquisition of Fiberweb will be consummated.
Attached to this report is a presentation, which will be presented by Avgol today at 13:00 ( Israel time) in a telephonic conference with Israeli institutional investors, regarding a possible private placement by Avgol of debentures. The information in the presentation may be presented differently than was presented by Avgol to the public and therefore, for the sake of good order, a copy of the presentation is attached hereto.”
There can be no certainty that Fiberweb's discussions with Avgol will lead to an offer being made for Fiberweb.
A further announcement will be made in due course.
The directors of Fiberweb accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Fiberweb (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the UK Takeover Code (the “Code”), if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Fiberweb, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Fiberweb, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Fiberweb by Fiberweb or by Avgol, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.