NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

13 February 2020

RECOMMENDED CASH ACQUISITION

of

Haynes Publishing Group P.L.C. ("Haynes")

by

Infopro Digital (Holdco) Ltd ("Bidco")
a wholly-owned subsidiary of Infopro Digital Group B.V. ("Infopro Digital")

Summary

·    The boards of Infopro Digital and Haynes are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Haynes by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

·    Under the terms of the Acquisition, Haynes Shareholders shall be entitled to receive 700 pence in cash for each Haynes Share held, representing a premium of approximately:

·    62.4 per cent. to the closing price per Haynes Share of 431.0 pence on 12 February 2020 (being the latest practicable date prior to publication of this Announcement);

·    72.8 per cent. to the closing price per Haynes Share of 405.0 pence on 14 November 2019 (being the latest practicable date prior to announcement of Haynes' Formal Sale Process);

·    67.5 per cent. to the volume weighted average price per Haynes Share of 418.0 pence for the three month period ended 12 February 2020 (being the latest practicable date prior to publication of this Announcement); and

·    120.1 per cent. to the volume weighted average price per Haynes Share of 318.0 pence for the twelve month period ended 12 February 2020 (being the latest practicable date prior to publication of this Announcement).

·    The Acquisition values the entire issued ordinary share capital of Haynes at approximately £114.5 million on a fully diluted basis.

·    The Haynes Directors, who have been so advised by Europa Partners as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Haynes Directors, Europa Partners has taken into account the commercial assessments of the Haynes Directors. Europa Partners is providing independent financial advice to the Haynes Directors for the purposes of Rule 3 of the Takeover Code.

·    Accordingly, the Haynes Directors intend to recommend unanimously that Haynes Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Haynes Directors have irrevocably undertaken to do in respect of their own beneficial holdings (for the avoidance of doubt, not including the interests covered by the irrevocable undertakings of Family members and Family Settlements summarised directly below) of 79,671 Haynes Shares representing, in aggregate, approximately 0.5 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

·    Infopro Digital and Bidco have also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Haynes Family members and Family Settlements in respect of a total of 11,115,608 Haynes Shares representing, in aggregate, approximately 73.5 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

·    Infopro Digital and Bidco have also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from CriSeren Investments Ltd and Stancroft Trust Ltd in respect of a total of 728,666 Haynes Shares representing, in aggregate, approximately 4.8 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

·    In addition, Infopro Digital and Bidco have received a letter of intent from AXA Investment Managers UK Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 450,000 Haynes Shares, representing, in aggregate, approximately 3.0 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

·    Infopro Digital and Bidco have therefore received irrevocable undertakings or letters of intent in respect of a total of 12,373,945 Haynes Shares representing, in aggregate, approximately 81.8 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

·    Further details of these irrevocable undertakings (and the circumstances in which they shall cease to be binding or otherwise fall away) and letters of intent are set out in Appendix III to this Announcement.

·    The cash consideration payable by Bidco will be funded from existing cash resources of Infopro Digital.

·    Raymond James, Infopro Digital's financial adviser, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Haynes Shareholders under the terms of the Acquisition.

Timetable and Conditions

·    The Acquisition shall be put to Haynes Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Haynes Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Haynes Shares voted. In addition, a special resolution implementing the Scheme must be passed by Haynes Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

·    The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement. It is expected that the Scheme will become effective in April 2020.

·    The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, shall be published as soon as practicable and is currently expected to be posted to Haynes Shareholders in early March 2020. The Court Meeting and the General Meeting are expected to be held in March or April 2020.

Commenting on the Acquisition, Eddie Bell, Chairman of the Haynes Board, said:

"Haynes has made a highly successful strategic transition to become one of the leading suppliers of content, data and innovative workflow solutions for the automotive industry and motorists. Its strategy and operational execution over the past five years have translated into strong financial performance and shareholder value creation. The Haynes Board believes that the markets it serves have great potential for Haynes' future growth and development, and that a combination with Infopro Digital will provide Haynes with the scale, capabilities and resources to ensure that it stays at the forefront of these markets and maximises its potential. The proposal from Infopro Digital reflects these opportunities and represents an attractive opportunity for Haynes Shareholders to crystallise an immediate and certain value in cash for their shareholdings, at a significant premium to current and historical share price trading levels."

Commenting on the Acquisition, Christophe Czajka, Founder and Executive Chairman of Infopro Digital, said:

"At Infopro Digital we have long respected Haynes' spirit of innovation and its reputation for excellence. With a deeply complementary product set and geographic footprint, the combined companies have an opportunity to serve our clients more effectively and to build on both organisations' history of creating innovative, transformative products that the automotive industry has come to value. We are committed to working together to create a company that will continue to help define the future of automotive data."

This summary should be read in conjunction with the full text of this Announcement. The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent received in relation to the Acquisition and Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Fieldfisher LLP is retained as legal adviser to Haynes.

Norton Rose Fulbright LLP is retained as legal adviser to Infopro Digital.

Important Notices

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Infopro Digital and no one else in connection with the Acquisition and shall not be responsible to anyone other than Infopro Digital for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Europa Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Haynes and for no one else in connection with the Acquisition and shall not be responsible to anyone other than Haynes for providing the protections afforded to clients of Europa Partners nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Haynes and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Haynes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Raymond James, Europa Partners and Panmure Gordon by the FSMA or the regulatory regime established thereunder or under the Takeover Code, each of Raymond James, Europa Partners and Panmure Gordon does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Announcement, or any other statement made or purported to be made by it or on its behalf in connection with Haynes, the Acquisition or the other arrangements referred to in this Announcement.

Each of Raymond James, Europa Partners and Panmure Gordon (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability, including liability arising under the Takeover Code,) whether arising in tort, contract or otherwise which it might have in respect of the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with Haynes or the Acquisition or the other arrangements referred to in this Announcement.

Further information

This Announcement is not intended to and does not constitute, or form part of, an 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Haynes in any jurisdiction in contravention of applicable law.

The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer with the consent of the Panel (where necessary). Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

It is expected that the Scheme Document (including notices of the Haynes Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to Haynes Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Haynes or the Haynes Group or Infopro Digital or the Infopro Digital Group.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Please be aware that addresses, electronic addresses and certain other information provided by Haynes Shareholders, persons with information rights and other relevant persons for the receipt of communication by Haynes may be provided to Infopro Digital during the offer period as required by Section 4 of Appendix 4 of the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with applicable English law, the Takeover Code, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA and the rules of the London Stock Exchange 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 outside of England.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom, or who are subject to the legal or regulatory requirements of other jurisdictions, should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations 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.

Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, participation in the Acquisition 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 Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documentation 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 as doing so may invalidate any purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail 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 Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Forward-looking statements

This Announcement contains statements about Infopro Digital and Haynes that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "shall", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Haynes' or Infopro Digital's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Haynes' or Infopro Digital's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Haynes and Infopro Digital disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulation.

Profit forecasts and estimates

No statement in this Announcement is intended to constitute a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of Infopro Digital and/or Haynes for current or future financial years will necessarily match or exceed the historical or published earnings or dividends per share of Infopro Digital or Haynes, as appropriate.

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.

Publication on website and hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Infopro Digital's website at https://www.infopro-digital.com/group/finance and Haynes' website at https://investor.haynes.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the content of those websites are not incorporated into and do not form part of this Announcement. Copies of this Announcement will be posted to Haynes Shareholders today.

Haynes Shareholders may request a hard copy of this Announcement by contacting Haynes Company Secretary at 01963 440635 within the United Kingdom or +44 (0) 1963 440635  from overseas or by submitting a request in writing to Link Asset Services, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by emailing investors@haynes.co.uk. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Important information

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, accountant or independent financial adviser duly authorised under FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

13 February 2020

RECOMMENDED CASH ACQUISITION

of

Haynes Publishing Group P.L.C. ("Haynes")

by

Infopro Digital (Holdco) Ltd ("Bidco")
a wholly-owned subsidiary of Infopro Digital Group B.V. ("Infopro Digital")

1          Introduction

The boards of Infopro Digital and Haynes are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Haynes by Bidco. The Acquisition is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2          The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Haynes Shareholders who are on the register of members of Haynes at the Scheme Record Time shall be entitled to receive:

for each Haynes Share                       700 pence in cash

The Acquisition values the entire issued ordinary share capital of Haynes (including treasury shares) at approximately £114.5 million on a fully diluted basis and represents a premium of approximately:

·    62.4 per cent. to the closing price per Haynes Share of 431.0 pence on 12 February 2020 (being the latest practicable date prior to publication of this Announcement); 

·    72.8 per cent. to the closing price per Haynes Share of 405.0 pence on 14 November 2019 (being the latest practicable date prior to announcement of Haynes' Formal Sale Process); 

·    67.5 per cent. to the volume weighted average price per Haynes Share of 418.0 pence for the three month period ended 12 February 2020 (being the latest practicable date prior to publication of this Announcement); and

·    120.1 per cent. to the volume weighted average price per Haynes Share of 318.0 pence for the twelve month period ended 12 February 2020 (being the latest practicable date prior to publication of this Announcement).

If any further dividend or other distribution is authorised, declared, made or paid in respect of Haynes Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of any such further dividend or other distribution.

It is expected that the Scheme Document shall be published as soon as reasonably practicable which is currently expected to be in early March 2020, that the Court Meeting and the General Meeting will be held in March or April 2020 and that the Scheme shall become effective in April 2020.

3          Background to and reasons for the Acquisition

Haynes is a leading multi-national supplier of content, data and innovative workflow solutions for the automotive industry and motorists, and represents an attractive opportunity to invest in a well-established operator with a strong brand in multiple geographic markets.

The Acquisition represents an opportunity for Infopro Digital to build a leading global information services provider in the automotive industry by combining its own automotive division ("Infopro Digital Automotive") with Haynes and leveraging both companies' own datasets, customer bases and existing international operations. Infopro Digital Automotive and Haynes are complementary in two main respects:

·    first, Infopro Digital Automotive's geographic footprint is complementary to Haynes': Infopro Digital Automotive has a historically strong presence in France through its brands ETAI and Inovaxo and has accelerated its international expansion since 2016. Conversely, Haynes has, through both its business lines, built a leading position in the UK, Germany, Benelux, Eastern Europe and further afield in the US, Australia and New Zealand.

·    second, from a product offering standpoint, Infopro Digital and Haynes are also complementary both in terms of the content which can be combined to build a leading pan-European database, and also in broadening both businesses' respective solutions for their customers.

The combination of the two companies should therefore create a compelling product portfolio in the market for each business' respective clients seeking international software, data and insight solutions.

Like Haynes, Infopro Digital believes that technology is, and will increasingly be, a key driver of success in its respective markets. Infopro Digital has therefore been investing significantly in its technological capabilities and, over time, has acquired expertise in developing purely digital and highly complementary products and services. This has in part been driven by Infopro Digital's deep technical resources and expertise across, amongst other things, software development, big data, artificial intelligence and UX/UI (user experience and user interface), for which it has dedicated expert teams, and which Infopro Digital would like to bring to bear to benefit Haynes' development.

In order to maximise its future potential, Infopro Digital believes that Haynes would be better suited to a private company environment, where initiatives to improve the performance of the business can be implemented effectively, with appropriate support, capital and assistance from Infopro Digital, free from the requirement to meet the public equity market's shorter-term expectations, and the costs, constraints and distractions associated with being a listed company.

4          Haynes trading update

On 30 January 2020, Haynes announced the interim results of the Haynes Group for the six months ended 30 November 2019. A copy of that announcement is available on the Haynes website at https://investor.haynes.com/shareholder-information/regulatory-announcements. The interim results announcement included the following statements on the outlook for the Haynes Group:

"The combined skillsets and energy of the people at Haynes allow us to create innovative and dynamic products and solutions, and I would like to thank them all for their continued hard work, commitment and loyalty. The Group has a strong pipeline of development projects across both its operating segments. These projects will not only help extend the Group's product ranges but will also enable the Group to target new geographical territories and establish VESA, its professional automotive electronics database, as a global step-by-step diagnostic platform.

"With the proportion of Group revenue which is contracted, visible, recurring and delivered via digital channels increasing, the Board is confident that the Group remains on track to deliver strong year-on-year revenue and profit growth, and create value for all our stakeholders." - J Haynes

5          Recommendation

The Haynes Directors, who have been so advised by Europa Partners as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Haynes Directors, Europa Partners has taken into account the commercial assessments of the Haynes Directors. Europa Partners is providing independent financial advice to the Haynes Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Haynes Directors intend to recommend unanimously that Haynes Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Haynes Directors have irrevocably undertaken to do in respect of their own beneficial holdings (for the avoidance of doubt, not including the interests covered by the irrevocable undertakings of Family members and Family Settlements) of 79,671 Haynes Shares representing, in aggregate, approximately 0.5 per cent. of the ordinary share capital of Haynes (excluding all treasury shares) in issue on 12 February 2020 (being the latest practicable date prior to this Announcement).

6          Background to and reasons for the recommendation

Haynes has made a highly successful strategic transition over the past five years from an iconic manuals publishing business to being a leading supplier of content, data and innovative workflow solutions for the automotive industry and motorists. In doing so Haynes has generated rapid growth and attractive returns for shareholders. In the three years to the end of the 2019 financial year, Haynes grew revenues by 12% CAGR and adjusted operating profit by 20% CAGR.

It has become increasingly clear that global reach, scale, and the ability to continuously invest in new technology will be critical to success in the markets served by Haynes, and particularly in the professional automotive aftermarket. The Haynes Directors share Infopro Digital's view that a combination of the two businesses would create a compelling product portfolio while significantly strengthening their collective global presence and ability to deliver market leading content, data and workflow solutions to their clients.

The Haynes Directors are mindful of the constraints imposed by Haynes' relative lack of scale in relation to some of the global competitors in the markets that it serves, and confident that a combination with Infopro Digital would significantly improve Haynes' strategic positioning. The Haynes Directors agree with Infopro Digital that initiatives to improve the performance of the business could be implemented more effectively in a private company environment, and with the support, capital and assistance that Infopro Digital could provide. They also believe that the Acquisition represents an opportunity for Haynes Shareholders to realise the value of their holdings in cash at an attractive premium, particularly in the context of Haynes' relative lack of liquidity as a small-cap publicly listed company. The Acquisition will allow Haynes Shareholders to crystallise the value of their holdings at a premium of 62.4 per cent. to the closing price of a Haynes Share on 12 February 2020, being the last Business Day prior to this Announcement and a premium of 67.5 per cent. to the volume weighted average price per Haynes Share of 418.0 pence during the three month period to 12 February 2020.

Following careful consideration of the above factors, the Haynes Directors believe that the Offer Price of 700 pence per Haynes Share in cash provides attractive value and certainty to Haynes Shareholders, recognising Haynes' market position, its future growth prospects and the risks associated with those prospects. Accordingly, the Haynes Directors and their advisers Europa Partners have terminated discussions with all other bidders.

7          Irrevocable undertakings and letters of intent

Infopro Digital and Bidco have received irrevocable undertakings from the Haynes Directors who hold Haynes Shares to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 79,671 Haynes Shares (for the avoidance of doubt, not including the interests covered by the irrevocable undertakings of Family members and Family Settlements summarised directly below), representing approximately 0.5 per cent. of the ordinary share capital of Haynes in issue on 12 February 2020 (being the latest practicable date prior to this Announcement) (excluding all treasury shares).

Infopro Digital and Bidco have also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Haynes Family members and Family Settlements in respect of a total of 11,115,608 Haynes Shares representing, in aggregate, approximately 73.5 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

Infopro Digital and Bidco have also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from CriSeren Investments Ltd and Stancroft Trust Ltd  in respect of a total of 728,666 Haynes Shares representing, in aggregate, approximately 4.8 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

In addition, Infopro Digital and Bidco have received a letter of intent from AXA Investment Managers UK Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 450,000 Haynes Shares, representing, in aggregate, approximately 3.0 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

Infopro Digital and Bidco have therefore received irrevocable undertakings or letters of intent in respect of a total of 12,373,945 Haynes Shares representing, in aggregate, approximately 81.8 per cent. of Haynes' issued ordinary share capital (excluding all treasury shares).

Further details of these irrevocable undertakings (including the circumstances in which they shall cease to be binding or otherwise fall away) and letters of intent are set out in Appendix III to this Announcement.

8          Information on Bidco, Infopro Digital and TowerBrook

Bidco

Bidco, which was incorporated in England and Wales on 3 February 2020, is a wholly-owned subsidiary of Infopro Digital.

Infopro Digital

Infopro Digital is a leading independent provider of business-to-business ("B2B") data and platforms, events and insight, committed to servicing professionals across the automotive aftermarket, construction, insurance and finance, industrials, public sector and retail sectors internationally. Leveraging a deep understanding of its clients and the professional communities in which it operates, Infopro Digital delivers business solutions that enable users to make better business decisions, increase their productivity and grow revenue by generating new business and sales opportunities. The business operates through three main divisions: Software, Data & Leads; Global Trade Shows; and Information & Insights.

Within the automotive aftermarket sector, Infopro Digital Automotive is one of the leading automotive data companies in Europe. Its products and services span repair methods and technical information, spare parts catalogues, dealership management software solutions, pricing tools, analytics tools and marketplaces.

Infopro Digital was founded in 2001 and has a global presence with offices across Continental Europe (including the UK, France, Germany, Spain, Italy, Belgium and the Netherlands), North America and Asia Pacific.

Mergers & acquisitions are central to Infopro Digital's strategy, having successfully acquired, integrated, grown and supported 30 companies alongside their management teams since being founded in 2001 by Christophe Czajka.

In June 2016, funds managed and advised by TowerBrook, a transatlantic private equity group with a long history of working with Infopro Digital, acquired a majority stake in Infopro Digital alongside management.

Infopro Digital has grown both organically and as a result of acquisitions, generating approximately €431.2 million in revenue and employed approximately 3,300 employees globally in the year ended 31 December 2018.

TowerBrook

TowerBrook is an investment management firm with in excess of $13.4 billion under management and a history of creating value for investors. The firm is co-headquartered in New York and London and focuses on making investments in companies headquartered in North America and Europe. TowerBrook's private equity strategy primarily pursues control-oriented investments in large and mid-market companies, principally on a proprietary basis and often in situations characterised by complexity. TowerBrook is a certified B Corporation. B Corporation certification is administered by the non-profit B Lab organisation and is awarded to companies that demonstrate leadership in their commitment to environmental, social and governance (ESG) standards and responsible business practices.

9          Information on Haynes

Haynes is a leading global supplier of content, data and innovative workflow solutions for the automotive industry and motorists.

Haynes operates predominantly through two divisions:

·    Within its Professional division, HaynesPro provides, amongst other things, extensive multilingual identification, repair and maintenance information and workflow solutions that are used on a standalone basis or integrated into diagnostic tools, to improve automotive workshop efficiency and therefore profit margins. The OATS FUSiON platform provides a leading suite of applications for lubricants manufacturers and blenders' technical and sales teams to efficiently deal with customer queries on products and equipment specifications, create and store new technical specifications and quote for new business, while Haynes' Vehicle Registration Mark solution in the UK offers market leading functionality with the potential for replication in other geographic markets.

·  Within the Consumer division, Haynes publishes leading vehicle maintenance and repair manuals in both print and online formats.

Haynes was founded in 1960 and is headquartered in Sparkford, UK with offices in 8 countries around the world and employs over 300 people.

10        Intentions with regards to the business, employees and the Haynes Pension Schemes

Prior to this Announcement, consistent with market practice, Infopro Digital has been granted access to Haynes' senior management for the purposes of undertaking confirmatory due diligence. As a result of that diligence process, Infopro Digital has been able to develop a preliminary strategy that it anticipates delivering for the Haynes business. Upon the Acquisition becoming effective, Infopro Digital will benefit from having greater access to the business, employees, partners and clients of Haynes, and will be able to formulate more detailed long-term strategic and operational plans for both the Haynes Group and Infopro Digital.

It is anticipated that more detailed long-term strategic and operational planning will take place within the six months following the Effective Date and will include new initiatives to grow both the Professional and Consumer divisions of Haynes, including through further investment in Haynes' product offering.

From the due diligence that Infopro Digital has been able to conduct to date, Infopro Digital believes that Haynes is a well-positioned and complementary business that will make an excellent addition to Infopro Digital Automotive as it advances its strategy of building one of the largest global and most competitive information services providers in the automotive industry. Infopro Digital also recognises that Haynes' two divisions are complementary or directly adjacent to Infopro Digital Automotive's existing operations and therefore this next stage of planning may result in the development of separate, focused strategies for each division.

The Professional division

·    Haynes' Professional division is aligned to the majority of Infopro Digital Automotive's existing professional product offering. The integration of this division into Infopro Digital is therefore a high priority initiative, with focus on the areas described below.

·    There is the opportunity to invest in Haynes' product offerings, focusing among other things on its existing product development roadmap, and utilising Infopro Digital's disciplined, customer-centric approach to product development. Infopro Digital intends to continue to support and service all existing Haynes content, data and workflow solutions and has no current intention to migrate Haynes' customers to new product platforms. In particular, Infopro Digital intends to support and strengthen Haynes' strategy of providing best-in-class content and data for its customers, where appropriate.

·    Infopro Digital intends to share with Haynes its platform and technology to see if its utilisation, in whole or in part, might benefit the business and its clients.

·    Infopro Digital will evaluate with Haynes the potential to develop growth plans around both sets of customers and suppliers and an enlarged product offering.

·    Infopro Digital will confirm that Haynes' operations have no significant geographic overlap with Infopro Digital Automotive.

The Consumer division

·    Haynes' Consumer division occupies an adjacent segment to Haynes' Professional division and Infopro Digital's Automotive business. It may therefore require its own focused strategy as part of the Enlarged Group. This will be further explored as part of the post-Effective Date review, which will include an assessment of the broader range of strategic and operational plans that are open to Haynes' Consumer division.

·    Infopro Digital will bring to bear the expertise it has developed in on-line and digital marketing.

·    It is anticipated that Infopro Digital will continue to use the Haynes brand name after the Effective Date.

Haynes Group

Infopro Digital intends to invest both organically and potentially via acquisitions to further enhance its product offering growth and market position. Acquisitions would most likely involve smaller companies that fit with existing business areas or larger companies that sit in adjacent segments.

Infopro Digital does not intend to effect any material change in the balance of skills and functions of the employees and management of the Haynes Group and has no intention to redeploy the fixed assets of the Haynes Group.

Infopro Digital intends to maintain Haynes' corporate headquarters and headquarters' functions in Sparkford.

Following the Effective Date a number of corporate and support functions, including PLC-related functions, may cease to be necessary and therefore potentially require headcount reductions. Any such proposals for change would be developed during the six-month strategic and operational planning period referenced above.  The six-month review may also identify areas of content production where overlap exists (including by content type or geographic distribution), which may also lead to headcount reductions (but only to the extent of any such overlap).  Infopro Digital has not yet developed proposals as to how any such headcount reductions would be implemented and any individuals impacted will be treated in a manner consistent with Haynes' high standards, culture and practices.

The non-executive directors of Haynes, together with Mr. Eddie Bell (Executive Chairman) and Mr. J Haynes (Chief Executive Officer), intend to resign as directors of Haynes with effect from completion of the Acquisition.

Research and development

Infopro Digital will perform a full review of Haynes' product development roadmap and existing research and development functions with the intention of identifying areas : (i) to increase investment in research and development and utilise the technology in its own group, as referenced in Section 3; (ii) to use Infopro Digital's existing technology capabilities to develop new highly valued functionalities or accelerate Haynes' existing development roadmap; and (iii) of surplus research and development headcount where operational efficiencies can be achieved across Infopro Digital's existing research and development functions.

Employees

Infopro Digital attaches great importance to the skills and experience of Haynes' employees, including its management team. Infopro Digital believes that the Acquisition will generally result in greater opportunities for Haynes' staff as part of the Enlarged Group, particularly in terms of activities that pertain to developing and expanding its market position across Europe.

Following the Acquisition becoming effective, Infopro Digital intends to review the management and governance structure of Haynes as well as its central functions: this review is expected to form part of the six-month strategic and operational planning review referenced above.

Infopro Digital has limited operations in countries where Haynes has a substantial presence. Accordingly, aside from the limited cost-savings that could be achieved through potential headcount reductions mentioned above in relation to corporate, support, content production and research and development functions, it is not expected that there will be significant headcount reductions.

Infopro Digital has confirmed that it will adopt the current pay schemes for all employees currently in place and does not intend to make any material changes to the terms of employment save that annual objectives for bonus-eligible employees will be redefined to align with new annual and longer-term strategies once these strategies have been defined.

Infopro Digital has not entered into, and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of Haynes' management, nor will it do so prior to the Effective Date. It may put in place incentive arrangements for certain members of the Haynes management team following completion of the Acquisition to achieve its long-term objectives, commensurate with the position, relative contribution of the individual to the overall company, compensation history and private company (vs. public company) norms.

Infopro Digital does not expect or intend this further review to have a material impact on the balance of skills and functions at Haynes.

Existing employment rights and pensions

Infopro Digital has given assurances to the Haynes Board that the existing rights and terms and conditions of employment, including contributions to defined contribution pension plans, of the management and employees of Haynes and its subsidiaries will be fully safeguarded in accordance with applicable law.

In the UK Haynes operates the defined benefit Haynes Publishing Group P.L.C. Retirement Benefits Scheme, as well as defined contribution arrangements. The defined benefit scheme is closed to new members with no employees accruing further benefits under the plan, other than via a link to current salary. Infopro Digital will engage with the trustees of the Haynes Publishing Group P.L.C. Retirement Benefits Scheme to discuss scheme funding. In the USA, Haynes operates the defined benefit Haynes North America, Inc. Employees' Defined Benefit Pension Plan. This plan remains open to future accrual. 

Infopro Digital recognises the importance of the Haynes Group's pension obligations and of ensuring that its pension schemes are appropriately funded in accordance with statutory requirements. Contributions to the UK Haynes pension scheme will be reviewed as part of the scheme's scheduled actuarial valuation as at 30 June 2020, at which time Infopro Digital will engage with the trustees to discuss scheme funding. Infopro Digital does not intend to make any changes to the current contribution arrangements before that time. Infopro Digital has already had a constructive meeting with the Chair of Trustees of the UK Haynes pension scheme.

Trading facilities

Haynes' Ordinary Shares are currently listed on the premium listing segment of the Official List and, as set out in paragraph 15, a request will be made to the London Stock Exchange to cancel trading in those shares and de-list Haynes from the Official List and re-register it as a private company.

Impact of the Acquisition on Infopro Digital

Other than as described above, the Acquisition is not expected to have any impact on the Infopro Digital Group's places of business, its employees or management.

11        Haynes Share Plans and Treasury Share Proposal

The executive directors of Haynes and certain other members of senior management hold awards over Haynes Shares granted to them under the LTIP.  Each of the participants in the LTIP have agreed to the cancellation of all of their outstanding LTIP awards, subject to the Scheme being sanctioned. 

Haynes has proposed to allocate the benefit of the 1,229,054 Ordinary Shares currently held in treasury to the executive directors of Haynes and other members of senior management ("Treasury Share Proposal"). Subject to the Scheme being sanctioned, under the Treasury Share Proposal, the 1,229,054 Ordinary Shares currently held in treasury will be acquired by Bidco under the terms of the Scheme with the cash proceeds from the disposal of those Ordinary Shares then being awarded to the executive directors of Haynes and relevant members of senior management, on a non-pensionable basis. The implementation of the Treasury Share Proposal is subject to Haynes Shareholders approving at the General Meeting the waiver of pre-emption rights relating to the transfer of the treasury shares out of treasury and, insofar as it relates to the executive directors of Haynes, an amendment to Haynes' directors' remuneration policy to permit payments to be made to the executive directors of Haynes in this way.      

Further details of the terms of such proposals shall be included in the Scheme Document.

12        Financing

The cash consideration payable by Bidco will be funded from existing cash resources of Infopro Digital.

Raymond James, Infopro Digital's financial adviser, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Haynes Shareholders under the terms of the Acquisition.

13        Acquisition-related Arrangements

Confidentiality Agreement

Infopro Digital and Haynes entered into a confidentiality agreement on 16 January 2020 (the "Confidentiality Agreement") pursuant to which Infopro Digital has undertaken to keep confidential information relating to the Haynes Group and not to disclose it to third parties other than permitted recipients. These confidentiality obligations shall remain in force until the earlier of completion of the Acquisition and two years from the date of the Confidentiality Agreement.

The Confidentiality Agreement also contains undertakings from Infopro Digital that, for a period of 12 months from the date of the Confidentiality Agreement, Infopro Digital shall not solicit or employ certain of Haynes' employees or use confidential information to interfere with Haynes' relationships with its customers or suppliers.

14        Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Haynes and Haynes Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Haynes (including shares currently held in treasury). This is to be achieved by the transfer of the Haynes Shares to Bidco, in consideration for which the Haynes Shareholders who are on the register of members at the Scheme Record Time (including Haynes in respect of the treasury shares) shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.

The issued share capital of Haynes currently comprises 7,351,540 Ordinary Shares, which are listed on the Official List, and 9,000,000 A Ordinary Shares, which are unlisted. The Ordinary Shares in issue include 1,229,054 Ordinary Shares currently held in treasury.

The rights attaching to the A Ordinary Shares and the rights attaching to the Ordinary Shares are the same and the A Ordinary Shares and the Ordinary Shares rank pari passu with each other in all respects save that A Ordinary Shares are not permitted to be transferred by a holder of A Ordinary Shares other than to a member of his or her Family or to Family Settlements. A resolution is to be proposed at the General Meeting to amend the articles of association of Haynes to remove this restriction. The holders of A Ordinary Shares have each irrevocably undertaken to vote their respective A Ordinary Shares in favour of such resolution.

The A Ordinary Shares and the Ordinary Shares will be treated as a single class for the purposes of the Scheme and for the purposes of the shareholder resolutions required to implement it.

The Acquisition is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by Bidco and Haynes (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(i)         the approval of the Scheme by a majority in number of the Haynes Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. in value of the Haynes Shares voted by those Haynes Shareholders;

(ii)        the resolutions required to implement the Scheme being duly passed by Haynes Shareholders representing 75 per cent. or more of votes cast at the Haynes General Meeting;

(iii)       the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Haynes and Bidco); and

(iv)       the delivery of a copy of the Court Order to the Registrar of Companies.

The Acquisition shall lapse if the Scheme does not become effective by the Long Stop Date, provided however that the deadline for the Scheme to become effective may be extended by agreement between Haynes and Bidco.

Upon the Scheme becoming effective, it shall be binding on all Haynes Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and it is currently expected that these will be posted to Haynes Shareholders in early March 2020. The Court Meeting and the General Meeting will be held in March or April 2020. The Scheme Document and Forms of Proxy will be made available to all Haynes Shareholders at no charge to them.

The cash consideration payable to Haynes Shareholders under the Acquisition will be despatched by Bidco to Haynes Shareholders no later than 14 days after the Effective Date.

15        De-listing and re-registration

Prior to the Scheme becoming effective, Haynes shall make an application for the cancellation of the listing of Haynes' Ordinary Shares on the Official List and for the cancellation of trading of the Ordinary Shares on the London Stock Exchange's main market for listed securities, in each case to take effect from or shortly after the Effective Date. The last day of dealings in the Ordinary Shares on the main market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

On the Effective Date, share certificates in respect of Haynes Shares shall cease to be valid and entitlements to Ordinary Shares held within the CREST system shall be cancelled.

It is also proposed that, following the Effective Date and after its shares are de-listed, Haynes shall be re-registered as a private limited company. It is proposed, as part of the application to the Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register Haynes as a private limited company.

16        Dividends

Haynes is not proposing any further dividend prior to the Scheme becoming effective. If any further dividend or other distribution is authorised, declared, made or paid in respect of Haynes Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by the aggregate amount of such further dividend or distribution, in which case the relevant eligible Haynes Shareholders will be entitled to receive and retain such further dividend and/or distribution.

17        Disclosure of interests in Haynes

Save in respect of the irrevocable undertakings referred to in paragraph 7 above, as at the close of business on 12 February 2020 (being the last practicable date prior to the date of this Announcement), neither Infopro Digital, nor any of its directors, nor, so far as Infopro Digital is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Haynes; (ii) any short positions in respect of relevant Haynes Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to Haynes Shares or in relation to any securities convertible or exchangeable into Haynes Shares; nor (iv) borrowed or lent any relevant Haynes Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having 'an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

18        General

Bidco reserves the right to elect (with the consent of the Panel) to implement the Acquisition of the Haynes Shares by way of a takeover offer as an alternative to the Scheme. In such event, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments, including (without limitation) an acceptance condition set at a level permitted by the Panel).

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and letters of intent given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

Europa Partners and Raymond James have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

19        Documents available on website

Copies of the following documents shall be made available on Haynes' website at https://investor.haynes.com and on Infopro Digital's website at https://www.infopro-digital.com/group/finance until the end of the Acquisition:

·    this Announcement;

·    the irrevocable undertakings and letters of intent referred to in paragraph 7 above and summarised in Appendix III to this Announcement; and

·    the Confidentiality Agreement.

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

Enquiries:

Fieldfisher LLP is retained as legal adviser to Haynes.

Norton Rose Fulbright LLP is retained as legal adviser to Infopro Digital.

Important Notices

Raymond James, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Infopro Digital and no one else in connection with the Acquisition and shall not be responsible to anyone other than Infopro Digital for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Europa Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Haynes and for no one else in connection with the Acquisition and shall not be responsible to anyone other than Haynes for providing the protections afforded to clients of Europa Partners nor for providing advice in connection with the Acquisition or any matter referred to in this Announcement.

Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker to Haynes and no-one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Haynes for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. 

Apart from the responsibilities and liabilities, if any, which may be imposed on Raymond James, Europa Partners and Panmure Gordon by the FSMA or the regulatory regime established thereunder or under the Takeover Code, each of Raymond James, Europa Partners and Panmure Gordon does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Announcement, or any other statement made or purported to be made by it or on its behalf in connection with Haynes, the Acquisition or the other arrangements referred to in this Announcement.

Each of Raymond James, Europa Partners and Panmure Gordon (and their respective subsidiaries, branches and affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability, including liability arising under the Takeover Code,) whether arising in tort, contract or otherwise which it might have in respect of the contents of this Announcement or any other statement made or purported to be made by it or on its behalf in connection with Haynes or the Acquisition or the other arrangements referred to in this Announcement.

Further information

This Announcement is not intended to and does not constitute, or form part of, an 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Haynes in any jurisdiction in contravention of applicable law.

The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition (although Bidco reserves the right to effect the Acquisition by way of a Takeover Offer with the consent of the Panel (where necessary). Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

It is expected that the Scheme Document (including notices of the Haynes Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to Haynes Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Haynes or the Haynes Group or Infopro Digital or the Infopro Digital Group.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Please be aware that addresses, electronic addresses and certain other information provided by Haynes Shareholders, persons with information rights and other relevant persons for the receipt of communication by Haynes may be provided to Infopro Digital during the offer period as required by Section 4 of Appendix 4 of the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with applicable English law, the Takeover Code, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA and the rules of the London Stock Exchange 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 outside of England.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom, or who are subject to the legal or regulatory requirements of other jurisdictions, should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations 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.

Unless otherwise determined by Bidco or required by the Takeover Code and permitted by applicable law and regulation, participation in the Acquisition 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 Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documentation 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 as doing so may invalidate any purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail 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 Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Forward-looking statements

This Announcement contains statements about Infopro Digital and Haynes that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "goals", "should", "shall", "would", "could", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Haynes' or Infopro Digital's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Haynes' or Infopro Digital's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Haynes and Infopro Digital disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law or regulation.

Profit forecasts and estimates

No statement in this Announcement is intended to constitute a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of Infopro Digital and/or Haynes for current or future financial years will necessarily match or exceed the historical or published earnings or dividends per share of Infopro Digital or Haynes, as appropriate.

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.

Publication on website and hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Infopro Digital's website at https://www.infopro-digital.com/group/finance and Haynes' website at https://investor.haynes.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the content of those websites are not incorporated into and do not form part of this Announcement. Copies of this Announcement will be posted to Haynes Shareholders today.

Haynes Shareholders may request a hard copy of this Announcement by contacting Haynes Company Secretary at 01963 440635 within the United Kingdom or +44 (0) 1963 440635  from overseas or by submitting a request in writing to Link Asset Services, 34 Beckenham Road, Beckenham Kent, BR3 4TU or by emailing investors@haynes.co.uk. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Important information

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, accountant or independent financial adviser duly authorised under FSMA if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.