Offer for Premier Farnell plc

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

FOR IMMEDIATE RELEASE

14 June 2016

RECOMMENDED CASH OFFER

for

Premier Farnell plc ("Premier Farnell")

by

Datwyler Technical Components UK Limited ("Bidco")

a wholly owned subsidiary of

Dätwyler Holding AG ("Datwyler")

to be effected by means of a scheme of arrangement underPart 26 of the Companies Act 2006

Summary

· The Boards of Premier Farnell and Datwyler are pleased to announce that they have reached agreement on the terms of a recommended offer for the entire issued and to be issued share capital of Premier Farnell by Bidco, a wholly owned subsidiary of Datwyler.

· Under the terms of the Transaction, each Premier Farnell Shareholder will be entitled to receive:

For each Premier Farnell Share: 165 pence in cash (the "Cash Consideration")

· In addition, Premier Farnell Shareholders on the register on 27 May 2016 will remain entitled to receive the proposed final dividend in respect of the financial year ended 31 January 2016 of 3.6 pence per Premier Farnell Share in cash, which is payable by Premier Farnell on 23 June 2016 (the "2015/16 Final Dividend").[1]

· The Transaction values the entire issued and to be issued share capital of Premier Farnell at approximately £615 million and represents a premium of approximately 51 per cent. to the Closing Price of 109.3 pence per Premier Farnell Share on 13 June 2016, being the last Business Day before the date of this Announcement.

· The Cash Consideration implies an enterprise value[2] of £792 million.

· Datwyler believes the combination of Datwyler and Premier Farnell represents a strong strategic fit and is highly attractive. Both companies share very similar strategic values and are highly complementary in terms of product range (for example, in respect of the Electronic Design Engineering and Maintenance, Repair, Operations sectors), distribution channels and geographic footprint. The Transaction creates a leading high-service electronic components distributor in Europe and the combined platform will enable the Combined Group to realise significant economies of scale compared to Datwyler's standalone strategy, particularly in the context of a large addressable and fragmented high-service electronic components sector worth approximately CHF30-40 billion, in which the top five distributors have a sector share of little over 15 per cent.[3]. Complemented by efficiency gains from an overlapping cost base, increased capillarity and acceleration of ongoing restructuring efforts on both sides, the Combined Group is also expected to deliver enhanced margins through a low cost structure going forward. 

· The Combined Group will operate a global Technical Components division with approximately 4,900 employees, over one million products stocked in warehouses and is expected to generate revenue of approximately CHF1.8 billion (with an adjusted EBIT-margin of 5.4 per cent. before synergies). The total revenue of the Combined Group based on adjusted 2015 figures is approximately CHF2.5 billion (with an adjusted EBIT-margin of 9 per cent. before synergies)[4]. Datwyler's Sealing Solutions division will continue to operate separately with approximately 5,100 employees and revenue of approximately CHF0.7 billion. The Combined Group will target revenues from its Technical Components division of over CHF2 billion (with an EBIT-margin target of over 10 per cent.) and will target total revenue of over CHF 3 billion (with an EBIT margin target of over 12 per cent.) by 2020.

· The enhanced scale and complementary offering brought about by a combination of the two businesses is expected to generate revenue synergies from cross-selling and line-fill effects, as well as utilising the strength of the Combined Group's procurement position. The Combined Group will target total EBITDA run-rate synergies per annum of CHF50-70 million by the end of 2019, comprising gross profit synergies of CHF25-35 million and cost synergies of CHF25-35 million. Additional depreciation of investments leads to an EBIT run-rate synergies target of CHF40-60 million by the end of 2019.

· The Transaction is expected to be EPS accretive immediately from completion, even before considering further positive effects from any synergies realised. In addition, the Combined Group is expected to have a solid capital structure with a net debt to EBITDA ratio of below 2.5x, with further de-leveraging in the years following completion.

· The Combined Group is expected to incur one-off implementation costs of CHF40 million in aggregate phased in over two years following the completion of the Transaction. In order to realise fully the expected run-rate EBITDA synergies, the Combined Group expects to incur over the same period additional capital expenditure of approximately CHF80 million.

· The combination will also result in a number of benefits to customers including a wider variety of products, shorter lead times, greater ability to provide technical support and further improved reliability.

· The Premier Farnell Directors, who have been advised by Lazard, consider the financial terms of the Transaction to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Premier Farnell Directors.

· Accordingly, the Premier Farnell Directors intend to recommend unanimously that Premier Farnell Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such offer), as the Premier Farnell Directors with beneficial holdings have irrevocably undertaken to do, or procure to be done in respect of their own beneficial holdings of 240,403 Premier Farnell Shares representing, in aggregate, approximately 0.1 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement).

· Datwyler has received irrevocable undertakings and/or non-binding statements of intent to vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) from GO Investment Partners, J O Hambro and Majedie (as applicable) in respect of, in aggregate, 68,540,661 Premier Farnell Shares, representing approximately 18.4 per cent. of the share capital of Premier Farnell in issue, in each case at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement). The terms of these undertakings and statements of intent are summarised in paragraph 12 and Appendix 2 of this Announcement

· It is intended that the Transaction will be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

· The Transaction is subject to the satisfaction or waiver of the Conditions, and to the further terms that are set out in Appendix 1 to this Announcement and will be set out in the Scheme Document. The Conditions include the approval of the Scheme by Premier Farnell Shareholders and the Court, the receipt of anti-trust consents in Austria, Germany, Poland and the U.S., and other customary conditions.

· The Scheme Document, which will contain further information about the Transaction, including the Scheme, is expected to be published as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless Premier Farnell and Datwyler otherwise agree, and the Panel consents, to a later date). The Scheme Document will also contain notices of the Court Meeting and the Premier Farnell General Meeting and the expected timetable of the Transaction, and will specify the action to be taken by Scheme Shareholders.

· Commenting on today's Announcement, Ulrich Graf, the Chairman of Datwyler said:

"Premier Farnell and Datwyler both have long and successful histories in high-service distribution for electronic components. By combining forces, we significantly increase our competitiveness and extend our product range, facilitating a one-stop shopping experience for our wide range of customers from a multitude of industries. With our system critical service we have a distinct differentiator and create value for all stakeholders - customers, suppliers, employees and shareholders."

Commenting on today's Announcement, Valerie Gooding, the Chairman of Premier Farnell said:

"The Premier Farnell Directors believe that this offer recognises the quality of our business and its future prospects, and provides our shareholders with immediate and significant value in cash for their shares.

The Transaction represents a compelling strategic proposition, underpinned by complementarity in terms of product range, distribution channels and geographic exposure. Premier Farnell faces an increasingly competitive market and the ongoing need for further restructuring of the business. We believe that Premier Farnell will be better positioned to address these changes and challenges with the benefit of the increased scale afforded by a combination with Datwyler. We also believe that Premier Farnell's customers will enjoy an enhanced breadth of products and a greater range of distribution points into the market due to the combination of the two companies."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including the Appendices). The Transaction will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document. Appendix 3 to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement. Appendix 2 contains a summary of the irrevocable undertakings and statements of intent received in relation to the Transaction, and Appendix 4 contains definitions of certain terms used in this Announcement.

A copy of this Announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Datwyler's website at www.datwyler.com and Premier Farnell's website at www.premierfarnell.com.

Enquiries

IMPORTANT NOTICES

UBS Limited which is authorised by the PRA and regulated by the FCA and the PRA in the UK together with UBS AG which is supervised by the Swiss Financial Market Supervisory Authority FINMA in Switzerland are acting as financial advisers to Datwyler and Bidco and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Premier Farnell and no one else in connection with the Transaction and will not be responsible to anyone other than Premier Farnell for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Transaction or any other matters referred to in this Announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Premier Farnell and no one else in connection with the Transaction and will not be responsible to anyone other than Premier Farnell for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Transaction or any other matter referred to in this Announcement.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting as Broker to Premier Farnell and no one else in connection with the Transaction and will not be responsible to anyone other than Premier Farnell for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Transaction or any other matters referred to in this Announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or 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 Transaction or otherwise. The Transaction will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document.

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

Bidco reserves the right to elect, with the consent of the Panel and in accordance with the terms of the Bid Conduct Agreement, to implement the Transaction by way of an Offer. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in methods of effecting the Transaction, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 75 per cent., where the Premier Farnell Directors consent to a switch from a Scheme to an Offer, or 90 per cent., where there is no such consent, or in each case such lesser percentage as Bidco may elect after, to the extent necessary, consultation with the Panel, being in any event more than 50 per cent.: (i) in nominal value of the shares to which such Offer would relate; and (ii) of the voting rights attached to those shares, including, for this purpose, any such voting rights attaching to Premier Farnell Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the UK to vote their Premier Farnell Shares with respect to 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. This Announcement has been prepared for the purpose of complying with English law and the City 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 of jurisdictions outside the UK.

No person may vote in favour of the Transaction by any use, means, instrumentality or form 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 any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

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

Additional information for US investors

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Transaction by way of a takeover offer and determines to extend the offer into the US, the Transaction will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of Premier Farnell Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Premier Farnell are located in a non-US jurisdiction, and some or all of their officers and directors reside outside of the US. Therefore, US holders of Premier Farnell Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Bidco reserves the right, subject to the prior consent of the Panel and the terms of the Bid Conduct Agreement, to elect to implement the Transaction by way of an Offer. If the Transaction is implemented by way of an Offer, it will be done in compliance with the applicable tender offer rules under the US Exchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Premier Farnell outside such an Offer during the period in which such an Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.

Forward looking statements

This Announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Datwyler or Premier Farnell and certain plans and objectives of Datwyler with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Premier Farnell and/or Datwyler in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Premier Farnell nor Datwyler assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No profit forecast or estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period. No statement in this Announcement should be interpreted to mean that earnings per Premier Farnell Share or earnings per Datwyler Share for the current or future financial years would necessarily match or exceed the historical published earnings per Premier Farnell Share or earnings per Datwyler Share.

Dealing and Opening Position Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 City Code, any person who is, or becomes, interested in one per cent. 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, 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 p.m. (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.

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 Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Premier Farnell securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Shares in issue

In accordance with Rule 2.10 of the City Code, Premier Farnell confirms that, as at the date of this Announcement, it has 371,707,478 shares of 5 pence each in issue and admitted to trading on the Main Market of the London Stock Exchange. The International Securities Identification Number for the Premier Farnell Shares is GB0003318416.

Publication on website

This Announcement and the documents required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Datwyler's website at www.datwyler.com and Premier Farnell's website at www.premierfarnell.com by no later than 12.00 p.m. on the Business Day following this Announcement.

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.

You may request a hard copy of this Announcement by contacting Premier Farnell plc on +44 (0) 207 851 4107. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.

Information relating to Premier Farnell Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Premier Farnell Shareholders, persons with information rights and other relevant persons for the receipt of communications from Premier Farnell may be provided to Datwyler and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c) of the City Code.

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.

Time

All times shown in this Announcement are London times, unless otherwise stated.

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.

FOR IMMEDIATE RELEASE

14 June 2016

RECOMMENDED CASH OFFER

for

Premier Farnell plc ("Premier Farnell")

by

Datwyler Technical Components UK Limited ("Bidco")

a wholly owned subsidiary of

Dätwyler Holding AG ("Datwyler")

to be effected by means of a scheme of arrangement underPart 26 of the Companies Act 2006

1. Introduction

The Boards of Premier Farnell and Datwyler are pleased to announce that they have reached agreement on the terms of a recommended offer for the entire issued and to be issued share capital of Premier Farnell by Bidco, a wholly owned subsidiary of Datwyler.

It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

2. The Transaction

Under the terms of the Transaction, which will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document, each Premier Farnell Shareholder will be entitled to receive:

For each Premier Farnell Share: 165 pence in cash (the "Cash Consideration")

The Transaction values the entire issued and to be issued share capital of Premier Farnell at approximately £615 million and represents a premium of approximately 51 per cent. to the Closing Price of 109.3 pence per Premier Farnell Share on 13 June 2016, being the last Business Day before the date of this Announcement.

The Cash Consideration implies an enterprise value[5] of £792 million.

Premier Farnell Shareholders on the register on 27 May 2016 will remain entitled to receive the proposed 2015/16 Final Dividend for the financial year ended 31 January 2016 of 3.6 pence per Premier Farnell Share in cash.[6]

If any dividend or other distribution is authorised, declared, made or paid in respect of the Premier Farnell Shares on or after the date of this Announcement and prior to the Effective Date, other than the 2015/16 Final Dividend, or in excess of the 2015/16 Final Dividend, Datwyler and Bidco reserve the right to reduce the Cash Consideration by the amount of all or part of any such excess, in the case of the 2015/16 Final Dividend being increased, or otherwise by the amount of all or part of any such other dividend or other distribution.

3. Background to and reasons for the Transaction

The Board of Datwyler believes the combination of Datwyler and Premier Farnell represents a strong strategic fit and is highly attractive. Both companies share very similar strategic values and are highly complementary in terms of product range (for example, in respect of the Electronic Design Engineering and Maintenance, Repair, Operations sectors), distribution channels and geographic footprint. The Transaction creates a leading high-service electronic components distributor in Europe and the combined platform will enable the Combined Group to realise significant economies of scale compared to Datwyler's standalone strategy, particularly in the context of a large addressable and fragmented high-service electronic components sector worth approximately CHF30-40 billion, in which the top five distributors have a sector share of little over 15 per cent.[7]. Complemented by efficiency gains from an overlapping cost base, increased capillarity and acceleration of ongoing restructuring efforts on both sides, the Combined Group is also expected to deliver enhanced margins through a low cost structure going forward. 

The Combined Group will operate a global Technical Components division with approximately 4,900 employees, over one million products stocked in warehouses and is expected to generate revenue of approximately CHF1.8 billion (with an adjusted EBIT-margin of 5.4 per cent. before synergies). The total revenue of the Combined Group based on adjusted 2015 figures is approximately CHF2.5 billion (with an adjusted EBIT-margin of 9 per cent. before synergies)[8]. Datwyler's Sealing Solutions division will continue to operate separately with approximately 5,100 employees and revenue of approximately CHF0.7 billion. The Combined Group will target revenues from its Technical Components division of over CHF2 billion (with an EBIT-margin target of over 10 per cent.) and will target total revenue of over CHF 3 billion (with an EBIT margin target of over 12 per cent.) by 2020.

The enhanced scale and complementary offering brought about by a combination of the two businesses is expected to generate revenue synergies from cross-selling and line-fill effects, as well as utilising the strength of the Combined Group's procurement position. The Combined Group will target total EBITDA run-rate synergies per annum of CHF50-70 million by the end of 2019, comprising gross profit synergies of CHF25-35 million and cost synergies of CHF25-35 million. Additional depreciation of investments leads to an EBIT run-rate synergies target of CHF40-60 million by the end of 2019.

The Transaction is expected to be EPS accretive immediately from completion, even before considering further positive effects from any synergies realised. In addition, the Combined Group is expected to have a solid capital structure with a net debt to EBITDA ratio of below 2.5x, with further de-leveraging in the years following completion.

The Combined Group is expected to incur one-off implementation costs of CHF40 million in aggregate phased in over two years following the completion of the Transaction. In order to realise fully the expected run-rate EBITDA synergies, the Combined Group expects to incur over the same period additional capital expenditure of approximately CHF80 million.

The combination will also result in a number of benefits to customers including a wider variety of products, shorter lead times, greater ability to provide technical support and further improved reliability.

4. Background to and reasons for the Premier Farnell Directors' recommendationThe Premier Farnell Board believes that Premier Farnell's well established distribution and logistics capability, strong regional sales organisations and attractive customer proposition are important distinguishing features. Notwithstanding these strengths and growth in revenue in the financial year ended 31 January 2016,[9] Premier Farnell has been affected by increasingly challenging trading conditions and competitive pressures, particularly within its core North American and UK markets. This led the Premier Farnell Board to initiate a review of the Premier Farnell Group's operations in July last year, the conclusions of which were announced in December 2015.

The Premier Farnell Board has been refocusing the Premier Farnell Group on its core distribution business and implementing the key operating initiatives identified during the review such that the Premier Farnell Group can compete more effectively. The Premier Farnell Board has also taken decisive and necessary steps to improve the Premier Farnell Group's financial footing by reducing the interim and proposed final dividends by approximately 40 per cent. on the prior year and completing the sale of Akron Brass Holding Corp. in March 2016. In addition, the Premier Farnell Board appointed new senior management to lead the Premier Farnell Group.

Notwithstanding the considerable improvements undertaken to refocus Premier Farnell on the fundamentals of its core distribution business, margin pressures and increasing competition are likely to persist. The new senior management team has been developing a plan aimed at progressing further the Premier Farnell Group in this environment, albeit it is clear that this would require further restructuring and investment in the business and will not be without execution risk. Alongside this, the Premier Farnell Board has remained open-minded about considering alternatives for delivering value for shareholders and in this context, when Premier Farnell was approached by Datwyler, a trade buyer with deep knowledge of the industry, the Premier Farnell Board agreed to enter into detailed negotiations on the potential terms for an acquisition of Premier Farnell by Datwyler.

The Premier Farnell Board believes that a combination with Datwyler represents a compelling strategic proposition, underpinned by complementarity in terms of product range, distribution channels and geographic exposure. The Transaction is expected by Datwyler to lead to the realisation of economies of scale and efficiency gains in addition to those already identified as part of Premier Farnell's standalone operational review. Faced with an increasingly competitive market and the ongoing need for further restructuring of the business, it is the Premier Farnell Board's opinion that Premier Farnell will be better positioned to address these changes and challenges, with the benefit of the increased scale afforded by a combination with Datwyler. The Premier Farnell Board believes that Premier Farnell's customers will benefit from an enhanced breadth of products from the combination with Datwyler, whilst continuing to benefit from the existing service proposition.

The Premier Farnell Board believes that Datwyler's offer recognises the quality of Premier Farnell's businesses and its future prospects and provides a compelling opportunity for Premier Farnell Shareholders to realise immediate and significant value, in cash for their Premier Farnell Shares. Premier Farnell Shareholders will also receive the previously announced 2015/16 Final Dividend which will, subject to Premier Farnell Shareholder approval at the annual general meeting to be held on 14 June 2016, be paid on 23 June 2016 to Premier Farnell Shareholders on the register of members as at the close of business on 27 May 2016.

5. Recommendation by Premier Farnell Directors

The Premier Farnell Directors, who have been advised by Lazard, consider the financial terms of the Transaction to be fair and reasonable. In providing its advice, Lazard has taken into account the commercial assessments of the Premier Farnell Directors.

The Premier Farnell Directors intend to recommend unanimously that Premier Farnell Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such offer), as the Premier Farnell Directors with beneficial holdings have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings of 240,403 Premier Farnell Shares representing, in aggregate, approximately 0.1 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before this Announcement).

Further details of these irrevocable undertakings are set out in Appendix 2 to this Announcement.

6. Information relating to Datwyler and Bidco

The Datwyler Group is a focused industrial supplier with leading positions in global and regional market segments. With its leadership in technology and customised solutions, the Datwyler Group delivers added value to customers in the markets it serves. Datwyler concentrates on markets that offer opportunities to create more value and sustain profitable growth.

Datwyler's Technical Components Division is one of Europe's foremost distributors of electronic, information and consumer technology and automation components and accessories. The Sealing Solutions Division is a leading supplier of customised sealing solutions to global market segments, such as the health care, automotive, civil engineering and consumer goods sectors.

Datwyler was founded in 1915, and was acquired by the Datwyler family in 1920. To ensure the long-term independence of the Datwyler Group, the family's interest in the business was placed in trust with Pema Holding AG ("Pema"), which is controlled on a fiduciary basis by the Datwyler Directors. Dividends are retained by Pema, and can only be reinvested in Datwyler, reiterating its role as a long-standing supportive partner for the Datwyler business.

With more than 50 operating companies, sales in over 100 countries and around 7,000 employees, the Datwyler Group reported annual net revenue of CHF1,165 million for the financial year ending 31 December 2015. The Datwyler Group has been listed on the SIX Swiss Exchange since 1986 and has a market capitalisation of CHF2,380 million (as at 13 June 2016).

Datwyler will acquire the Premier Farnell Shares through Bidco, a wholly owned subsidiary of Datwyler. Bidco is a private limited company incorporated in the UK, being Premier Farnell's current place of incorporation. Bidco was formed solely for the purpose of effecting the Transaction. Bidco has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Transaction.

7. Information relating to Premier Farnell

Premier Farnell is a global leader in the distribution of technology products and solutions for electronic system design, production, maintenance and repair. Premier Farnell supports millions of engineers and purchasing professionals globally by distributing a comprehensive range of products, and providing services and solutions throughout Europe, North America and Asia Pacific. The Premier Farnell Group stocks in excess of 650,000 products, represents over 3,000 manufacturer brands and, through its direct presence in 38 countries, trades in over 100 countries.

Premier Farnell comprises two main businesses: (i) element14 (which trades as Farnell element14 in Europe, Newark element14 in North America and element14 across Asia Pacific) distributes electronic components and related products, and (ii) CPC/MCM supplies mainly finished electrical products to customers in the UK and North America.

Premier Farnell employs approximately 3,600 people, and is headquartered in Leeds, United Kingdom.

In March 2016, Premier Farnell completed the sale of Akron Brass Holding Corp. for an enterprise valuation of approximately US$224.2 million, representing 8.8x FY15 EBITDA. Premier Farnell reported revenues from continuing operations of £903.9 million for the financial year ended 31 January 2016.

8. Management and employees of Premier Farnell

Datwyler attaches great importance to the track record, skills and experience of the existing management and employees of Premier Farnell. The Transaction will augment the capabilities of both Premier Farnell and Datwyler and will offer attractive career opportunities for employees to progress in a business of greater size and scope that incorporates the skills and talents present in both groups.

Datwyler considers that Premier Farnell's management team is a key part of the attractiveness of the Transaction. Datwyler intends to enter into discussions with senior management of Premier Farnell, following completion of the Transaction, regarding their potential continuing involvement in the Combined Group. There are no agreements or arrangements between Datwyler and senior management of Premier Farnell.

Datwyler confirms that following completion of the Transaction, the existing contractual and statutory employment rights, including in relation to pensions, of all existing Premier Farnell employees will be respected. Further information in respect of employees will be set out in the Scheme Document.

9. Pensions

Premier Farnell participates in a number of pension schemes, including the Premier Farnell UK Pension Scheme. Datwyler intends that, following completion of the Transaction, Premier Farnell will comply with its current obligations in relation to all its pension schemes.

A Memorandum of Understanding dated 10 June 2016, between Datwyler and the trustees of the Premier Farnell UK Pension Scheme (the "Trustees"), sets out the understanding of Datwyler and the Trustees as to the funding and operation of the Premier Farnell UK Pension Scheme following the Transaction. Other than for certain confidentiality provisions, the Memorandum of Understanding is not legally binding. 

The Memorandum of Understanding provides certain confirmations from Datwyler which are intended to give the Trustees comfort that the covenant strength of Premier Farnell, as an employer in relation to the Premier Farnell UK Pension Scheme, will not be adversely impacted by the Transaction. It also includes commitments as to the provision of information to the Trustees by Datwyler and Premier Farnell, so that the Trustees can continue to monitor the employer covenant.

10. Premier Farnell Share Schemes

Participants in the Premier Farnell Share Schemes will be contacted regarding the effect of the Transaction on their rights under such schemes with details of the proposals made to them with respect to their rights. Details of the proposals will also be set out in the Scheme Document.

11. Dividends

It is expected that, subject to the approval of Premier Farnell Shareholders at Premier Farnell's annual general meeting on 14 June 2016, the 2015/16 Final Dividend (of 3.6 pence for each Premier Farnell Share) will be payable on 23 June 2016 to Premier Farnell Shareholders on the register on 27 May 2016. The payment of the 2015/16 Final Dividend (on these terms) will not result in any reduction of the Cash Consideration.

If any dividend or other distribution (including any return of capital) is authorised, declared, made or paid by Premier Farnell on or after the date of this Announcement and prior to the Effective Date, other than the 2015/16 Final Dividend, or if the amount of the 2015/16 Final Dividend is increased, Datwyler and Bidco reserve the right to reduce the Cash Consideration by the amount of all or part of any such excess, in the case of the 2015/16 Final Dividend being increased, or otherwise by the amount of all or part of any such other dividend or other distribution.

Premier Farnell Shareholders who acquire their Premier Farnell Shares after the relevant record date for the 2015/16 Final Dividend will not receive the 2015/16 Final Dividend from Premier Farnell and, therefore, the total amount received under the Transaction by Premier Farnell Shareholders who acquire their Premier Farnell Shares after such record date, would be the Cash Consideration.

12. Irrevocable undertakings to vote in favour of the Scheme

Datwyler has received irrevocable undertakings and non-binding statements of intent to vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of aggregate holdings of 68,781,064 Premier Farnell Shares, representing approximately 18.5 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement), as set out below.

Datwyler and Bidco have received irrevocable undertakings from each of the Premier Farnell Directors who are beneficially interested in Premier Farnell Shares to vote in favour of the Scheme and the associated resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) in respect of their own beneficial holdings of 240,403 Premier Farnell Shares, representing, in aggregate, approximately 0.1 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before this Announcement).

The Premier Farnell Directors' irrevocable undertakings will cease to be binding:

· on the date on which the Transaction is withdrawn or lapses in accordance with its terms (save where the Transaction is withdrawn or lapses as a result of Bidco exercising its right to implement the Transaction by way of an Offer rather than by way of a Scheme, in which case they will cease to be binding upon such Offer lapsing); or

· on the date on which any competing offer is declared wholly unconditional or, if proceeding by way of a scheme of arrangement, becomes effective.

Datwyler has also received irrevocable undertakings to vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such Offer) from:

· GO Investment Partners, in respect of 21,668,389 Premier Farnell Shares, representing approximately 5.8 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement). This undertaking will cease to be binding upon the Scheme being withdrawn or lapsing in accordance with its terms (other than as a result of a switch to an Offer). It will also cease to be binding in the event a third party announces a firm intention to make an offer for all of the Premier Farnell Shares for consideration of not less than 5 per cent. greater than the Cash Consideration, unless Datwyler has, within five days of such announcement, announced a revision to the terms of the Transaction, the terms of which provide equal or greater value than under such third party's competing offer;

· J O Hambro, in respect of 15,000,000 Premier Farnell Shares, representing approximately 4.0 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement). This undertaking will cease to be binding upon the Scheme being withdrawn or lapsing in accordance with its terms (other than as a result of a switch to an Offer). It will also cease to be binding in the event a third party announces a firm intention to make an offer for all of the Premier Farnell Shares for consideration of not less than 5 per cent. greater than the Cash Consideration, unless Datwyler has, within five days of such announcement, announced a revision to the terms of the Transaction, the terms of which provide equal or greater value than under such third party's competing offer; and

· Majedie, in respect of 16,674,109 Premier Farnell Shares, representing approximately 4.5 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement), or such other number of Premier Farnell Shares as Majedie may hold at the time it is required to vote on the resolutions at the Meetings (or accept the Offer, as applicable). The undertaking does not restrict Majedie's freedom to deal in the Premier Farnell Shares it is interested in. This undertaking will cease to be binding upon the Scheme being withdrawn or lapsing in accordance with its terms (other than as a result of a switch to an Offer). It will also cease to be binding in the event a third party announces a firm intention to make an offer for all of the Premier Farnell Shares for consideration greater than the Cash Consideration, unless Datwyler has, within five days of such announcement, announced a revision to the terms of the Transaction, the terms of which provide equal or greater value than under such third party's competing offer.

J O Hambro has also confirmed its intention to vote in favour of the Scheme (or, in the event the Transaction is implemented by way of an Offer, to accept the Offer) in respect of a further 15,198,163 Premier Farnell Shares, representing approximately 4.1 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 (being the last Business Day before the date of this Announcement). This statement of intent is non-binding. It does not prevent J O Hambro from modifying or withdrawing its support for the Transaction in the event that a higher offer to acquire Premier Farnell is made or from transferring or disposing of its interests in the Premier Farnell Shares to which its intention relates.

Further details of these irrevocable undertakings are set out in Appendix 2 to this Announcement.

13. Conditions to the Transaction

The Transaction will be subject to the Conditions and to the further terms and conditions referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document to be sent to Premier Farnell Shareholders.

The Transaction is conditional upon the receipt of anti-trust consents in the U.S., Austria, Germany and Poland. These conditions are set out in full in paragraphs 2 to 5 of Part A of Appendix 1.

In addition, the Transaction is conditional, among other things, on:

· the Meetings being held no later than the 22nd day after the expected date of the Meetings to be set out in the Scheme Document in due course (or such later date (if any) as shall be the later of (a) any date as may be agreed between Bidco and Premier Farnell and allowed by the Court and (b) the date determined by the Panel as being the earliest date for such meetings to be held);

· approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders at the Court Meeting and by Premier Farnell Shareholders representing at least 75 per cent. of the votes cast at the Premier Farnell General Meeting;

· the Scheme being sanctioned by the Court no later than the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) of (a) any date as may be agreed between Bidco and Premier Farnell and allowed by the Court and (b) the date determined by the Panel as being the earliest date that the Scheme can become effective); and

· the Scheme becoming effective no later than the Long Stop Date (unless extended with the agreement of Bidco and Premier Farnell and, if required, the Court).

14. Financing of the Transaction

The cash consideration payable by Datwyler pursuant to the Transaction will be funded from a combination of Datwyler's existing cash resources, available beyond operating cash requirements, of approximately £118 million and new bank facilities.

Datwyler has entered into a facilities agreement with UBS Switzerland AG for an aggregate amount of £530 million, comprising a £290 million one-year bridge facility and a fully committed five year acquisition financing facility of £240 million. The new facilities agreement also comprises a revolving credit facility which is intended to be used for general corporate purposes (including the refinancing of existing Datwyler and Premier Farnell debt), which will not be applied towards the financing of the Transaction.

UBS, financial adviser to Datwyler and Bidco, is satisfied that sufficient financial resources are available to Bidco to enable it to satisfy, in full, the Cash Consideration payable to Premier Farnell Shareholders by Datwyler pursuant to the terms of the Transaction.

Datwyler currently expects to refinance part of the one-year bridge facility by way of debt and equity issuances. The timing of such issuances has not yet been determined and the structure, terms and size of any such issuances will be decided at the time they are carried out based on all relevant considerations the Board of Datwyler deems appropriate, including market conditions at the time and legal and commercial considerations (including, where appropriate, to reduce the Datwyler Group's indebtedness following completion of the Transaction). It is currently expected that such refinancing will take place in the 12 months following the date of this Announcement through the issuance of approximately CHF140 million senior bonds and an equity issuance to generate net proceeds of approximately CHF260 million, comprising a placement of treasury shares with a potential value of CHF60 million and a capital increase of approximately CHF200 million. The Board of Datwyler expects that Pema Holding AG, the long-time majority shareholder of Datwyler, would participate proportionally in any envisaged capital increase, thus maintaining its current ownership as a percentage of capital and votes.

15. Structure of the Transaction

It is intended that the Transaction will be implemented by means of a court-sanctioned scheme of arrangement between Premier Farnell and the Scheme Shareholders under Part 26 of the Companies Act 2006. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Premier Farnell.

Under the Scheme, the Scheme Shares will be transferred to Bidco, in consideration for which Scheme Shareholders will receive the Cash Consideration on the basis set out in paragraph 2 of this Announcement.

To become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a special resolution at the Court Meeting. The resolution must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Scheme Shareholders. To become effective, the Scheme also requires a special resolution to be passed at the Premier Farnell General Meeting, which requires the approval of Premier Farnell Shareholders representing at least 75 per cent. of the votes cast at the Premier Farnell General Meeting (either in person or by proxy). The Premier Farnell General Meeting will be held immediately after the Court Meeting.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Premier Farnell Shareholders, whether or not they attended or voted at the Meetings. The Cash Consideration will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date.

16. Expected timetable

The Scheme Document, which is expected to be despatched to Premier Farnell Shareholders as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless Premier Farnell and Datwyler otherwise agree, and the Panel consents, to a later date), will include full details of the Scheme, together with notices of the Court Meeting and the Premier Farnell General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders.

Subject to the satisfaction, or (where relevant) waiver, of all relevant Conditions as set out in Appendix 1 to this Announcement, it is expected that the Scheme will become effective and the Transaction will be completed in the last quarter of 2016.

17. Overseas Shareholders

The distribution of this announcement to persons not resident in the UK and/or the ability of such persons to vote on the Transaction at the Meetings (or, if the Transaction is implemented as an Offer, to accept such Offer) may be prohibited or affected by the laws of the relevant jurisdictions in which such persons are resident. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

18. Disclosure of interest in Premier Farnell Shares

Neither Datwyler, Bidco nor any persons acting in concert with them hold any interests in Premier Farnell. An Opening Position Disclosure will be made to this effect setting out details required to be disclosed under Rule 8.1(a) of the City Code.

An Opening Position Disclosure will also be made by Premier Farnell setting out details required to be disclosed under Rule 8.1(a) of the City Code.

19. Documents available for inspection

Copies of the following documents will by no later than 12.00 p.m. on the Business Day following the date of this Announcement be published on Datwyler's website at www.datwyler.com and on Premier Farnell's website at www.premierfarnell.com until the Scheme has become effective, or has lapsed or been withdrawn:

· this Announcement;

· the irrevocable commitments and statements of intent listed in Appendix 2;

· documents relating to the financing of the Transaction as summarised in paragraph 14;

· the Confidentiality Agreement described in paragraph 20;

· the Clean Team Agreements described in paragraph 20;

· the Memorandum of Understanding between Datwyler and the Trustees of the Premier Farnell UK Pension Scheme described in paragraph 9;

· the UK Pension Scheme NDA described in paragraph 20; and

· the Bid Conduct Agreement.

20. Transaction related arrangements

Confidentiality Agreement

Premier Farnell and Datwyler entered into the Confidentiality Agreement on 12 May 2016 pursuant to which each party has undertaken to keep confidential information relating to the other and/or to the Transaction and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation. These confidentiality obligations will remain in force until 12 November 2017.

Clean Team Agreements

Datwyler and Premier Farnell have also entered into an "outside counsel" clean team deed and a commercial clean team agreement, each dated 3 June 2016, which set out how certain confidential information that is commercially and/or competitively sensitive can be disclosed, used or shared. These agreements supplement, and incorporate some of the terms of, the Confidentiality Agreement.

Memorandum of Understanding

A Memorandum of Understanding dated 10 June 2016, between Datwyler and the Trustees, sets out the understanding of Datwyler and the Trustees as to the funding and operation of the Premier Farnell UK Pension Scheme following the Transaction. The terms are summarised in paragraph 9 above.

Datwyler and the Trustees of the Premier Farnell UK Pension Scheme have also entered into a confidentiality agreement on 7 June 2016 pursuant to which the Trustees have undertaken to keep confidential information relating to Datwyler and to the Transaction (the "UK Pension Scheme NDA"). These confidentiality obligations will remain in force until 7 December 2017.

Bid Conduct Agreement

Datwyler and Premier Farnell have entered into the Bid Conduct Agreement pursuant to which Datwyler has agreed to use all reasonable endeavours to secure the regulatory clearances and authorisations necessary to satisfy certain regulatory conditions, including by offering any commercially reasonable undertakings, commitments or measures to the relevant authorities. 

Datwyler and Premier Farnell have agreed to co-operate and provide each other with necessary information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Datwyler has also agreed to provide Premier Farnell with reasonable information, assistance and access for the preparation of the Scheme Document.

The Bid Conduct Agreement will terminate in certain circumstances, including if: any of the Premier Farnell Board withdraws or adversely modifies its unanimous and unconditional recommendation of the Transaction; a competing offer is recommended by the Premier Farnell Board or becomes effective or is declared or becomes unconditional in all respects; if any Condition is not satisfied or becomes incapable of satisfaction (with the agreement of the Panel, where required); if the Scheme is withdrawn or lapses (other than as a result of Datwyler switching to an Offer); if the Court Meeting and the Sanction Hearing, respectively, are not held within 22 days after the expected date for such meeting and hearing set out in the Scheme Document; and if the Scheme does not become effective in accordance with its terms by the Long Stop Date.

The Bid Conduct Agreement records Datwyler's and Premier Farnell's intention to implement the Transaction by way of the Scheme, subject to the right of Datwyler (with the consent of the Panel) to proceed by way of an Offer as set out in paragraph 22 below. The Bid Conduct Agreement also contains provisions that apply in relation to the Premier Farnell Share Schemes.

21. Delisting and cancellation of trading

The last day of dealings in, and registration of transfers of, Premier Farnell Shares on the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6:00 p.m. on that date.

It is intended that applications will be made to the London Stock Exchange to cancel trading in Premier Farnell Shares on its Main Market for listed securities, and to the UK Listing Authority to cancel the listing of the Premier Farnell Shares on the Official List, in each case with effect from or shortly following the Effective Date.

On the Effective Date, entitlements to Premier Farnell Shares held within the CREST system will be cancelled, and share certificates in respect of Premier Farnell Shares will cease to be valid.

Datwyler intends, following a delisting, to re-register Premier Farnell as a private limited company as soon as it is appropriate to do so under the provisions of the Companies Act 2006.

22. General

Bidco reserves the right, subject to the prior consent of the Panel and in accordance with the terms of the Bid Conduct Agreement, to elect to implement the Transaction by way of an Offer for the entire issued and to be issued share capital of Premier Farnell not already held by Datwyler, as an alternative to the Scheme. In such an event, such Offer will be implemented on the same terms (subject to appropriate amendments as described in Part C of Appendix 1), so far as applicable, as those which would apply to the Scheme.

If the Transaction is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) request the London Stock Exchange and the UK Listing Authority cancel trading in Premier Farnell Shares on the London Stock Exchange's Main Market for listed securities and the listing of the Premier Farnell Shares on the Official List; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Premier Farnell Shares in respect of which the Offer has not been accepted.

23. Consents

UBS and Lazard have given and not withdrawn their consent to the publication of this Announcement with the inclusion in it of the references to their respective names and (where applicable) advice in the form and context in which they appear.

Enquiries

IMPORTANT NOTICES

UBS Limited which is authorised by the PRA and regulated by the FCA and the PRA in the UK together with UBS AG which is supervised by the Swiss Financial Market Supervisory Authority FINMA in Switzerland are acting as financial advisers to Datwyler and Bidco and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Premier Farnell and no one else in connection with the Transaction and will not be responsible to anyone other than Premier Farnell for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Transaction or any other matters referred to in this Announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Premier Farnell and no one else in connection with the Transaction and will not be responsible to anyone other than Premier Farnell for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Transaction or any other matter referred to in this Announcement.

Jefferies, which is authorised and regulated in the UK by the FCA, is acting as Broker to Premier Farnell and no one else in connection with the Transaction and will not be responsible to anyone other than Premier Farnell for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Transaction or any other matters referred to in this Announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or 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 Transaction or otherwise. The Transaction will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document.

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

Bidco reserves the right to elect, with the consent of the Panel and in accordance with the terms of the Bid Conduct Agreement, to implement the Transaction by way of an Offer. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in methods of effecting the Transaction, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 75 per cent., where the Premier Farnell Directors consent to a switch from a Scheme to an Offer, or 90 per cent., where there is no such consent, or in each case such lesser percentage as Bidco may elect after, to the extent necessary, consultation with the Panel, being in any event more than 50 per cent.: (i) in nominal value of the shares to which such Offer would relate; and (ii) of the voting rights attached to those shares, including, for this purpose, any such voting rights attaching to Premier Farnell Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the UK to vote their Premier Farnell Shares with respect to 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. This Announcement has been prepared for the purpose of complying with English law and the City 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 of jurisdictions outside the UK.

No person may vote in favour of the Transaction by any use, means, instrumentality or form 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 any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

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

Additional information for US investors

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Transaction by way of a takeover offer and determines to extend the offer into the US, the Transaction will be made in compliance with applicable US laws and regulations. Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders of Premier Farnell Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Premier Farnell are located in a non-US jurisdiction, and some or all of their officers and directors reside outside of the US. Therefore, US holders of Premier Farnell Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved the Transaction, passed upon the fairness of the Transaction or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offence in the United States.

Bidco reserves the right, subject to the prior consent of the Panel and the terms of the Bid Conduct Agreement, to elect to implement the Transaction by way of an Offer. If the Transaction is implemented by way of an Offer, it will be done in compliance with the applicable tender offer rules under the US Exchange Act, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies or the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Premier Farnell outside such an Offer during the period in which such an Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the US and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.

Forward looking statements

This Announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Datwyler or Premier Farnell and certain plans and objectives of Datwyler with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Premier Farnell and/or Datwyler in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Premier Farnell nor Datwyler assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business and competitive environments, market and regulatory forces, future exchange and interest rates, changes in tax rates, and future business combinations or dispositions.

No profit forecast or estimates

No statement in this Announcement is intended as a profit forecast or profit estimate for any period. No statement in this Announcement should be interpreted to mean that earnings per Premier Farnell Share or earnings per Datwyler Share for the current or future financial years would necessarily match or exceed the historical published earnings per Premier Farnell Share or earnings per Datwyler Share.

Dealing and Opening Position Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 City Code, any person who is, or becomes, interested in one per cent. 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, 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 p.m. (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.

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 Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Premier Farnell securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Shares in issue

In accordance with Rule 2.10 of the City Code, Premier Farnell confirms that, as at the date of this Announcement, it has 371,707,478 shares of 5 pence each in issue and admitted to trading on the Main Market of the London Stock Exchange. The International Securities Identification Number for the Premier Farnell Shares is GB0003318416.

Publication on website

This Announcement and the documents required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Datwyler's website at www.datwyler.com and Premier Farnell's website at www.premierfarnell.com by no later than 12.00 p.m. on the Business Day following this Announcement.

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.

You may request a hard copy of this Announcement by contacting Premier Farnell plc on +44 (0) 207 851 4107. You may also request that all future documents, announcements and information to be sent to you in relation to the Transaction should be in hard copy form.

Information relating to Premier Farnell Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Premier Farnell Shareholders, persons with information rights and other relevant persons for the receipt of communications from Premier Farnell may be provided to Datwyler and/or Bidco during the Offer Period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(i) of the City Code.

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.

Time

All times shown in this Announcement are London times, unless otherwise stated.

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS TO THE TRANSACTION

Part A: Conditions of the Offer

The Transaction will be conditional upon the Scheme becoming unconditional and becoming effective by no later than the Long Stop Date (unless extended with the agreement of Datwyler and Premier Farnell and (if required) the approval of the Court).

Scheme Approval

1. The Scheme will be conditional upon:

(i) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Datwyler and Premier Farnell may agree and the Court may allow);

(ii) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the Premier Farnell General Meeting or at any adjournment of that meeting on or before the 22nd day after the expected date of the Premier Farnell General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Datwyler and Premier Farnell may agree and the Court may allow); and

(iii) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Datwyler and Premier Farnell) by the Court on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as Datwyler and Premier Farnell may agree and the Court may allow) and the delivery of a copy of the Court Order to the Registrar of Companies in England and Wales.

In addition, Datwyler and Premier Farnell have agreed that the Transaction will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

U.S. anti-trust clearance

2. In so far as the Transaction triggers a mandatory filing requirement under the Hart-Scott-Rodino Antitrust Improvements Act 1976, as amended ("HSR Act"), all necessary notifications and filings having been made in connection with the Transaction or any aspect of the Transaction and all or any applicable waiting periods (including any extensions thereof) under the HSR Act and the rules and regulations made thereunder having expired, lapsed or been terminated in each case in respect of the Transaction and the acquisition or the proposed acquisition of any shares or other securities in, or control of, Premier Farnell by any member of the Datwyler Group.

Austria anti-trust clearance

3. In so far as the Transaction triggers a mandatory merger control filing requirement under the Austrian Cartel Act 2005 ("Austrian Cartel Act") to the Austrian Federal Competition Authority, the Transaction having been cleared in accordance with the Austrian Cartel Act, by way of:

(i) waiver, by the Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor, of their right to apply for an in-depth investigation of the Transaction by the Austrian Cartel Court under Section 11(4) of the Austrian Cartel Act;

(ii) expiry of the statutory four-week waiting period set out in Section 11(1) of the Austrian Cartel Act or the extended six-week waiting period set out in Section 11(1a) of the Austrian Cartel Act, as the case may be, without the Austrian Federal Competition Authority or the Austrian Federal Cartel Prosecutor having applied for an in-depth investigation of the sale and purchase of the Shares by the Austrian Cartel Court;

(iii) a final and binding decision by the Austrian Cartel Court or the Austrian Cartel Supreme Court according to Section 12 (1) 1 of the Austrian Cartel Act that the Transaction is not subject to Austrian merger control;

(iv) a final and binding decision by the Austrian Cartel Court or the Austrian Cartel Supreme Court according to Section 14 of the Austrian Cartel Act terminating the investigation proceedings regarding the Transaction (Einstellungsbeschluss) with the statutory effect that the Transaction is not subject to the prohibition to implement a merger (Durchführungsverbot) according to Section 17 of the Austrian Cartel Act anymore; or

(v) a final and binding decision by the Austrian Cartel Court or the Austrian Cartel Supreme Court according to Section 12 (1) 3 of the Austrian Cartel Act stating that the Transaction is not prohibited, including without limitation the case that such decision is connected to restrictions (Beschränkungen) and/or obligations (Auflagen) according to Section 12 (3) of the Austrian Cartel Act.

Germany anti-trust clearance

4. In so far as the Transaction triggers a mandatory merger control filing requirement for review by the German Federal Cartel Office (the "Bundeskartellamt") either one or more of the following shall have occurred:

(i) the Bundeskartellamt notifying Bidco within one month of receipt of the complete notification that the conditions for a prohibition under Section 36(1) of the German Act Against Restrictions of Competition ("GWB") are not satisfied; or

(ii) the Bundeskartellamt not informing Bidco within one month from the receipt of the complete notification that it has opened an in-depth investigation (Hauptprüfverfahren) (Section 40(1) GWB);

(iii) the Bundeskartellamt declining jurisdiction to review the Transaction; or

(iv) the Bundeskartellamt notifying Bidco within one month from receipt of the complete notification that it has opened an in-depth investigation (Hauptprüfverfahren) (Section 40(1) GWB) and notifying Bidco within the review period of another three, or if extended, another four months, or within the period as further extended by agreement of the parties or by suspension under Section 40(2)5/6 GWB, of its clearance decision under Section 40(2) GWB, whether or not including conditions and/or obligations as remedies under Section 40(3) GWB.

Poland anti-trust clearance

5. All required filings having been made under the Act on Competition and Consumer Protection of 16 February 2007 (Journal of Laws from 2015, item 184 - consolidated text as amended), and any other competition or equivalent legislation in force applicable in the Polish jurisdiction and either the President of the Office of Competition and Consumer Protection having approved the Transaction; or the applicable waiting period pursuant to Article 96 or Article 96a of the Act on Competition and Consumer Protection of 16 February 2007 having expired.

General clearances

6. Other than in relation to the competition law and regulatory approvals referred to in paragraphs 2 to 5 above, no Third Party having notified a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would:

(i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Datwyler Group or any member of the Wider Premier Farnell Group of all or any portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof (in each case, where this would reasonably be expected to be of material significance to Datwyler in the context of the Offer);

(ii) require, prevent or materially delay the divestiture by any member of the Wider Datwyler Group of any shares in Premier Farnell;

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Datwyler Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or securities convertible into shares in any member of the Wider Premier Farnell Group or the Wider Datwyler Group or to exercise management control over any such member;

(iv) otherwise materially adversely affect the business, assets, profits or prospects of any member of the Wider Datwyler Group or the Wider Premier Farnell Group;

(v) make the Transaction or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Datwyler Group of any shares, or control of Premier Farnell void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, materially restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith;

(vi) except pursuant to sections 974 to 991 of the Companies Act 2006, require any member of the Wider Datwyler Group or the Wider Premier Farnell Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Premier Farnell Group or the Wider Datwyler Group owned by any third party;

(vii) impose any material limitation on the ability of any member of the Wider Premier Farnell Group to co-ordinate its business, or any part of it, with the businesses of any other members; or

(viii) result in any member of the Wider Premier Farnell Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Transaction or the acquisition or proposed acquisition of any Premier Farnell Shares having expired, lapsed or been terminated.

7. In addition to the competition law and regulatory approvals referred to in paragraphs 2 to 5 above:

7.1 all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Transaction or the acquisition by any member of the Wider Datwyler Group of any shares in, or control of, Premier Farnell; and

7.2 all necessary authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals of the proposed acquisition of any shares in, or control of, Premier Farnell by any member of the Wider Datwyler Group:

(i) having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Premier Farnell Group has entered into material contractual arrangements; and

(ii) together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider Premier Farnell Group, remaining in full force and effect; and there being no notice of any intention to revoke or not to renew any of the same at the time at which the Transaction becomes otherwise unconditional,

in each of the cases in paragraphs 7.1, 7.2(i) and 7.2(ii), where the absence of such filing, authorisation or other matter referred to would reasonably be expected to be of material significance to Datwyler in the context of the Offer.

Certain matters arising as a result of any arrangement, agreement etc.

8. Since 31 January 2016 and except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Premier Farnell Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, which in consequence of the Transaction or the proposed acquisition of any shares in Premier Farnell would reasonably be expected to be of material significance to Datwyler in the context of the Offer:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member (other than in the ordinary course of business),

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Premier Farnell Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (taking into account the materiality threshold specified in the introduction to this paragraph 8).

No material transactions, claims or changes in the conduct of the business of the Premier Farnell Group

9. Except as Disclosed, no member of the Wider Premier Farnell Group having, since 31 January 2016:

(i) save as between Premier Farnell and wholly-owned subsidiaries of Premier Farnell or for Premier Farnell Shares issued pursuant to the exercise of options granted under the Premier Farnell Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Premier Farnell and wholly-owned subsidiaries of Premier Farnell or for the grant of options under the Premier Farnell Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Premier Farnell Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise, save for the 2015/16 Final Dividend (on the terms set out in this Announcement);

(iv) save for intra-Premier Farnell Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and to an extent which would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(v) save for intra-Premier Farnell Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued, authorised or proposed the issue of any debentures or (save for intra-Premier Farnell Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability, which in any case would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Wider Premier Farnell Group or which involves an obligation of such a nature or magnitude or which is other than in the ordinary course of business, which, in each case, would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, which in any case would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(xi) waived or compromised any claim otherwise than in the ordinary course of business which would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(xii) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(xiii) made or agreed or consented to any change to:

(1) the terms of the trust deeds constituting the Premier Farnell US Pension Scheme or Premier Farnell UK Pension Scheme or any other pension scheme(s) established by any member of the Wider Premier Farnell Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Premier Farnell Group; or

(xvi) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Premier Farnell Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition, the term "Premier Farnell Group" shall mean Premier Farnell and its wholly-owned subsidiaries.

No adverse change, litigation or regulatory enquiry

10. Except as Disclosed, since 31 January 2016:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Wider Premier Farnell Group which in any case would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Premier Farnell Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Premier Farnell Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Premier Farnell Group which in any case would reasonably be expected to be of material significance to Datwyler in the context of the Offer;

(iii) no contingent or other liability having arisen or become apparent to Datwyler or Bidco which would be reasonably likely to materially adversely affect the Wider Premier Farnell Group, taken as a whole.

No discovery of certain matters

11. Save as Disclosed, neither Datwyler nor Bidco having discovered:

(i) that any financial, business or other information concerning the Wider Premier Farnell Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Premier Farnell Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading, and which was not subsequently corrected before 8 June 2016 (either publicly or otherwise to Datwyler), in any case to an extent which would reasonably be expected to be of material significance to Datwyler in the context of the Offer; or

(ii) that any member of the Wider Premier Farnell Group partnership, company or other entity in which any member of the Wider Premier Farnell Group has a significant economic interest and which is not a subsidiary undertaking of Premier Farnell is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Premier Farnell for the year ended 31 January 2016 and which in any case would reasonably be expected to be of material significance to Datwyler in the context of the Offer.

12. Datwyler and Bidco not having discovered that:

(i) any past or present member of the Wider Premier Farnell Group has failed to comply in any material respect with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, which non-compliance would reasonably be expected to give rise to any material liability (actual or contingent) on the part of any member of the Wider Premier Farnell Group; or

(ii) there is, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Premier Farnell Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Premier Farnell Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other similar body or person in any jurisdiction, which in any case would reasonably be expected to be of material significance to Datwyler in the context of the Offer.

Part B: Waiver and invocation of the Conditions

Bidco reserves the right to waive, in whole or in part, all or any of Conditions 2 to 12 above.

Conditions 2 to 12 (inclusive) must be fulfilled or waived by no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. Bidco shall be under no obligation to waive or treat as satisfied any of Conditions 2 to 12 (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other conditions of the Transaction may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Bidco is required by the Panel to make an offer for Premier Farnell Shares under the provisions of Rule 9 of the City Code, Bidco may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

The Transaction will lapse if there is a Phase 2 CMA Reference in respect of the Transaction before the Court Meeting and the Premier Farnell General Meeting.Part C: Implementation by way of offer

Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Bid Conduct Agreement, to implement the Transaction by way of an Offer. In such event, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in methods of effecting the Transaction, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 75 per cent., where the Premier Farnell Directors consent to a switch from a Scheme to an Offer, or 90 per cent., where there is no such consent, or in each case such lesser percentage as Bidco may elect after, to the extent necessary, consultation with the Panel, being in any event more than 50 per cent.: (i) in nominal value of the shares to which such Offer would relate; and (ii) of the voting rights attached to those shares, including, for this purpose, any such voting rights attaching to Premier Farnell Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

Part D: Certain further terms of the Transaction

The availability of the Transaction to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

This Transaction will be governed by English law and be subject to the jurisdiction of the English courts, to the Conditions set out above and in the formal Scheme Document. The Transaction will comply with the applicable rules and regulations of the FCA and the London Stock Exchange and the City Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Premier Farnell Shares which will be acquired under the Transaction will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement save for the 2015/16 Final Dividend, if applicable. 

If any dividend or other distribution is authorised, declared, made or paid in respect of the Premier Farnell Shares on or after the date of this Announcement and prior to the Effective Date, other than the 2015/16 Final Dividend, or in excess of the 2015/16 Final Dividend, Datwyler and Bidco reserve the right to reduce the Cash Consideration by the amount of all or part of any such excess, in the case of the 2015/16 Final Dividend being increased, or otherwise by the amount of all or part of any such other dividend or other distribution.

APPENDIX 2

IRREVOCABLE UNDERTAKINGS

Premier Farnell Shareholders' Irrevocable Undertakings

Premier Farnell Shareholders' statements of intent

Premier Farnell Directors' Irrevocable Undertakings

APPENDIX 3

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. The financial information relating to the Datwyler Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Datwyler for the year ended 31 December 2015.

2. The financial information relating to the Premier Farnell Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Premier Farnell for the year ended 31 January 2016.

3. As at the close of business on 13 June 2016 (being the last Business Day prior to the date of this Announcement), Premier Farnell had in issue 371,707,478 Premier Farnell Shares.

4. Any reference to the issued and to be issued share capital of Premier Farnell is based on:

· the 371,707,478 Premier Farnell Shares referred to in paragraph 3 above; and

· 950,135 Premier Farnell Shares which may be issued on or after the date of this Announcement on the exercise of options or vesting of awards under the Premier Farnell Share Schemes. This assumes an illustrative vesting date of 1 September 2016 for the purposes of the calculation.

5. Unless otherwise stated, all prices and closing prices for Premier Farnell Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

6. The enterprise value of Premier Farnell is based on Premier Farnell's fully diluted share capital (as set out in paragraph 4 above), applying the Offer Price, plus Premier Farnell's total net debt of £243.3 million, less net cash proceeds arising from the sale of Akron Brass Holding Corp. of £124.8 million plus a pension deficit of £58.2 million as set out in Premier Farnell's most recent consolidated audited balance sheet dated 31 January 2016 and Premier Farnell's Class 1 circular pursuant to the sale of Akron Brass Holding Corp. dated 29 February 2016.

7. An exchange rate of CHF 1.379349 to GBP 1 has been used, being the CHF/GBP exchange rate as at close of business in London on 13 June 2016, sourced from Factset.

APPENDIX 4

DEFINITIONS

All references to "GBP", "pence", "Sterling", "Pounds sterling", "p" or "£" are to the lawful currency of the UK.

All references to "CHF" or "Swiss Francs" are to the lawful currency of Switzerland.

All references to statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.