TIDMEKT TIDMHTH
RNS Number : 2268Q
Elektron PLC
30 July 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
30 JULY 2010
FOR IMMEDIATE RELEASE
MANDATORY CASH OFFER
by
ELEKTRON PLC
for
HARTEST HOLDINGS PLC
SUMMARY
· The Board of Elektron Plc ("Elektron" or the "Offeror") announces
today the terms of a cash offer to be made for the entire issued and to be
issued share capital of Hartest Holdings Plc ("Hartest") not already owned by
Elektron.
· Elektron acquired 2,577,309 shares, representing approximately 29.95
per cent. of the existing issued share capital of Hartest Holdings Plc
("Hartest") from Peter Gyllenhammar at a price of 90 pence per Hartest Share
(the "Acquisition").
· Prior to this Acquisition, Elektron owned 1,992,722 Hartest Shares,
representing approximately 23.2 per cent. of the existing issued share capital
of Hartest. Accordingly, Elektron now holds 4,570,031 Hartest Shares,
representing approximately 53.1 per cent. of the existing issued share capital
of Hartest.
· As a result of the Acquisition, under Rule 9 of the Code, a
mandatory cash offer is required to be made for the entire issued share capital
of Hartest not already owned by the Offeror at a price of 90 pence per Hartest
Share being the highest price paid by the Offeror for Hartest Shares in the
previous 12 month period (the "Offer").
· Under the terms of the Offer, Hartest Shareholders accepting the
Offer will receive 90 pence in cash per Hartest Share which represents:
* a premium of approximately 5.3 per cent. to the Closing Price of 85.5 pence
per Hartest Share on 29 July 2010 (being the last Business Day prior to the date
of this Announcement); and
* a premium of approximately 14.2 per cent. to the average Closing Price of 78.8
pence per Hartest Share over the last 60 Business Days up to and including 29
July 2010.
· The Offer values the entire issued share capital of Hartest at
approximately GBP7.7 million and values the entire issued and to be issued share
capital of Hartest at approximately GBP8.2 million.
· Elektron reserves the right to acquire Hartest Shares in the market
at or below the Offer Price after the Offer is closed.
· Elektron will keep the Offer open for acceptances in accordance with
the requirements of the Code and will give Hartest Shareholders at least 14
days' notice of the final closing date of the Offer.
· If Elektron receives acceptances under the Offer in respect of
and/or otherwise acquires 90 per cent. or more in value of the Hartest Shares to
which the Offer relates (and not less than 90% of the voting rights carried by
the Hartest Shares to which the Offer relates), it intends to exercise its
rights pursuant to the provisions of Part 28 of the Act to acquire compulsorily
any remaining Hartest Shares in respect of which acceptances have not been
received on the same terms as the Offer.
· As a result of the Acquisition, Elektron now holds a majority of the
Hartest Shares and, subject to the passing of any necessary shareholder
resolutions by Hartest Shareholders, will:
(i) seek to appoint a majority of nominees to Hartest's Board and may make
other changes at board level at the earliest opportunity;
(ii) vote against any shareholder resolution proposed by Hartest's Board
approving and/or authorising the payment of any dividend or other distribution
to Hartest Shareholders;
(iii) procure that Hartest convenes a general meeting to authorise and approve
the cancellation of admission to trading of Hartest Shares on AIM as soon as
practicable in accordance with the applicable requirements of the London Stock
Exchange; and
(iv) procure that Hartest is re-registered as a private company under the
relevant provisions of the Act to enable Hartest, inter alia, to provide
security for the enlarged group's borrowings.
· Cancellation of admission to trading on AIM and the re-registration
of Hartest as a private company would significantly reduce the liquidity and
marketability of any Hartest Shares that have not accepted the Offer at that
time, and the value of any such Hartest Shares may be adversely affected as a
consequence.
· After closing of the Offer, Elektron intends to acquire any Hartest
Shares in respect of which acceptances have not been received at prices which
may be significantly less than the Offer Price.
· The Offer Document and Form of Acceptance will be dispatched as soon
as possible and by no later than 28 days from the date of this Announcement.
· The Offer is unconditional as to acceptances in all respects.
· This summary announcement and the Announcement and all other
documents, announcements or information published in relation to the Offer by
the Offeror will be available for inspection at the address to be set out in the
Offer Document and on www.elektronplc.com.
This summary announcement should be read in conjunction with, and is subject to,
the full text of the Announcement, its appendices and any further terms to be
set out in the Offer Document. Appendix I contains the sources and bases of
certain information set out in this summary announcement and the Announcement.
Appendix II contains definitions of certain terms and expressions used in both
this summary announcement and in the Announcement.
Enquiries:
+-----------------------+------------------------+
| Keith Daley | Ed Frisby/Rose Herbert |
+-----------------------+------------------------+
| Chairman | Corporate Finance |
+-----------------------+------------------------+
| | Simon Starr |
| | Corporate Broking |
+-----------------------+------------------------+
| | |
+-----------------------+------------------------+
| Elektron Plc | finnCap |
+-----------------------+------------------------+
| Tel: 020 8348 0810 | Tel: 020 7600 1658 |
+-----------------------+------------------------+
This summary announcement is not intended to and does not constitute, or form
part of, an offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. Any response
in relation to the Offer should be made only on the basis of the information
contained in the Offer Document and (in the case of certificated shares) the
Form of Acceptance. The Offeror will prepare the Offer Document to be
distributed to Hartest Shareholders and, for information only, to option holders
and persons with information rights. The Offeror urges Hartest Shareholders to
read the Offer Document when it becomes available because it will contain
important information relating to the Offer.
finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to the Offeror in relation to the Offer and is not acting for or advising any
other person and accordingly will not be responsible to any person other than
the Offeror for providing the protections afforded to clients of finnCap or for
providing advice in relation to the contents of this announcement or any offer
or arrangements referred to herein or in the Offer Document. Neither finnCap 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 finnCap in connection
with this summary announcement, any statement contained herein or otherwise.
The Offeror and the Board of the Offeror accept responsibility for the
information contained in this summary announcement save that the only
responsibility accepted by the Offeror and the Board of the Offeror in respect
of such information relating to Hartest, which has been compiled from public
sources, is to ensure that such information has been correctly and fairly
reproduced and presented. Subject to the aforesaid, to the best of the
knowledge and belief of the Offeror (who has taken reasonable care to ensure
that such is the case), the information contained in this summary announcement
for which it is responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Notice to overseas Hartest Shareholders
The availability of the Offer or the distribution of this summary announcement
to persons who are not resident in the United Kingdom may be affected by the
laws and regulations of the relevant jurisdiction in which they are located. Any
persons who are subject to the laws and regulations of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any and all
applicable legal or regulatory requirements of their jurisdiction. Any failure
to comply with the requirements of such jurisdictions may constitute a violation
of the securities laws of such jurisdictions. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by the Offeror and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, and
this summary announcement should not be sent, in or into or from the United
States, Canada, Australia, South Africa, Japan or any other Restricted
Jurisdiction or by use of the mails of or by any other means or instrumentality
(including, without limitation, telephonically or electronically), or any
facilities of a national securities exchange of, any of these jurisdictions and
doing so may render invalid any purported acceptance of the Offer. Accordingly,
copies of this summary announcement and any other document relating to the Offer
are not being, and must not be, mailed or otherwise distributed or sent in or
into the United States, Canada, Australia, South Africa, Japan or any other
Restricted Jurisdiction. Any person (including, without limitation, custodians,
nominees and trustees) who may have contractual or legal obligations, or may
otherwise intend, to forward this summary announcement to any jurisdiction
outside the United Kingdom should read the relevant provisions of the Offer
Document before taking any action. Notwithstanding the foregoing, the Offeror
will retain the right to permit the Offer to be accepted and any sale of
securities pursuant to the Offer to be completed if, in its sole discretion, it
is satisfied that the transaction in question can be undertaken in compliance
with applicable law and regulation.
This announcement has been prepared for the purpose of complying with English
law, the Code and the AIM Rules 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 United
Kingdom.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Hartest must make an Opening Position Disclosure
following the commencement of the offer period. 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 Hartest. 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. Relevant persons who deal in the relevant securities of
Hartest prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Hartest must make a Dealing
Disclosure if the person deals in any relevant securities of Hartest. 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 Hartest, 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 Hartest, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by Hartest and the Offeror and
Dealing Disclosures must also be made by Hartest and the Offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the 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. 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.
"Interests in securities arise", in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having such an "interest"
by virtue of the ownership or control of securities or by virtue of any option
in respect of, or derivative referenced to, securities.
The defined terms used in this paragraph "Disclosure Requirements of the Code"
are defined in the Code which can be found on the Panel's website.
Cautionary note regarding forward-looking statements
This announcement may contain certain "forward-looking statements" which are
based on the current expectations of the management of the Offeror and are
subject to uncertainty and changes in circumstances. The forward-looking
statements contained herein may include statements about the expected effects of
the Offer on Elektron's group, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential divestitures and other
strategic options and all other statements in this announcement other than
historical facts. Forward-looking statements include, without limitation,
statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements are not guarantees of future performance or
results and involve risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future.
Although the Board of the Offeror believes that the expectations in such
forward-looking statements are reasonable, there are a number of factors that
could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to the inability to integrate Hartest successfully within
Elektron's group or to realise synergies from such integration within the time
periods anticipated; and changes in anticipated costs related to the acquisition
of Hartest. Additional factors that could cause actual results and developments
to differ materially include, among other things:
* unanticipated changes in revenue, margins, costs, and capital expenditures;
* issues associated with new product or service introductions;
* foreign currency fluctuations;
* increased raw material prices;
* unexpected issues associated with the availability of local suppliers and
skilled labour;
* the risks associated with growth;
* geographic factors and political and economic risks;
* actions of competitors;
* changes in economic or industry conditions generally or in the markets served
by Hartest and Elektron;
* the state of financial and credit markets;
* efficiencies and capacity utilisation of facilities;
* issues related to new facilities and expansion of existing facilities;
* work stoppages, labour negotiations, and labour rates;
* government approval and funding of projects;
* the ability of customers to receive financing; and
* the ability to complete and appropriately integrate restructurings,
consolidations, acquisitions, divestitures, strategic alliances, and joint
ventures.
The Offeror does not undertake any obligation to update or revise
forward-looking statements, whether as a result of new information, future
events or otherwise. Forward-looking statements only speak as of the date on
which they are made.
Publication on websites
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on the Offeror's website at www.elektronplc.com by no
later than 12 noon on 2 August 2010.
If you are in any doubt about the Offer, the contents of this summary
announcement or what action you should take, you are recommended to seek your
own personal financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent professional adviser duly authorised under
the Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
30 JULY 2010
FOR IMMEDIATE RELEASE
MANDATORY CASH OFFER
by
ELEKTRON PLC
for
HARTEST HOLDINGS PLC
1. Introduction
Elektron Plc ("Elektron", the "Company" or the "Offeror") acquired 2,577,309
Hartest Shares equivalent to approximately 29.95 per cent. of the issued share
capital of 8,605,289 Hartest Shares at a price of 90 pence per Hartest Share
(the "Acquisition"). Prior to the Acquisition, Elektron owned 1,992,722 Hartest
Shares representing approximately 23.2 per cent. of the existing issued share
capital of Hartest.
As a result of this Acquisition, under Rule 9 of the Code, the Offeror is
required to make a mandatory cash offer for the entire issued and to be issued
share capital of Hartest at a price of 90 pence per Hartest Share being the
highest price paid by the Offeror for Hartest Shares in the previous 12 month
period. The Offer is unconditional as to acceptances in all respects.
2. The Placing
The Company is pleased to announce that it has placed 15,525,000 new ordinary
shares of 5 pence each in Elektron (the "Placing Shares") at 20 pence per share
(the "Placing Price") to raise GBP3,105,000 before expenses (the "Placing"). The
Placing Shares have been placed by finnCap, as agent to the Company, with a
number of institutional investors.
The net proceeds of the Placing are being used by Elektron, together with
existing cash resources and facilities arranged with the Company's bank, to
finance the acquisition of the Hartest Shares that Elektron does not already
own, details of which are set out above and below.
Application has been made for 15,525,000 new ordinary shares of 5 pence each in
Elektron to be admitted to trading on AIM ("Admission"). The new ordinary shares
will rank pari passu with the Company's existing ordinary shares and Admission
is expected to become effective on 2 August 2010.
Certain of the Company's directors are participating in the Placing and will
subscribe for Placing Shares worth, in aggregate, GBP500,000. Keith Daley, the
Company's chairman, is subscribing for a total of 2,375,000 Placing Shares at a
total price of GBP475,000. Christopher Leigh, the Company's finance director, is
subscribing through his SIPP for 125,000 Placing Shares at a total price of
GBP25,000.
Following the Placing the directors named above will hold the following Shares
in the Company:
+------------+-----------+-----------+-----------+
| Director | Number of | Total | % of |
| | Placing | shares | enlarged |
| | Shares | held in | issued |
| | Acquired | the | share |
| | | Company | capital |
| | | following | |
| | | the | |
| | | Placing | |
+------------+-----------+-----------+-----------+
| Keith | 2,375,000 | 8,076,088 | 7.8% |
| Daley | | | |
+------------+-----------+-----------+-----------+
| Christoper | 125,000 | 213,683 | 0.2% |
| Leigh* | | | |
+------------+-----------+-----------+-----------+
*Christopher Leigh's shares are being acquired by his SIPP for his benefit.
Following Admission, the Company will have 103,638,905 Ordinary Shares in issue
with each share carrying the right to one vote. There are no shares held in
Treasury. The total number of voting rights in Elektron will therefore be
103,638,905.
The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change in their interest in, Elektron, under the Disclosure
and Transparency Rules.
3. Terms of the Offer
The Offer, which will be made on the terms set out below, and subject to the
further terms and conditions to be set out in the Offer Document and (in the
case of Hartest Shares held in certificated form) in the Form of Acceptance,
will be made on the following basis:
For each Hartest Share - 90 pence in cash
The Offer values the existing issued share capital of 8,605,289 Hartest Shares
at approximately GBP7.7 million and values the entire issued and to be issued
share capital of Hartest at approximately GBP8.2 million.
The Offer Price represents:
* a premium of approximately 5.3 per cent. to the Closing Price of 85.5 pence
per Hartest Share on 29 July 2010 (being the last Business Day prior to the date
of this Announcement); and
* a premium of approximately 14.2 per cent. to the average Closing Price of 78.8
pence per Hartest Share over the last 60 Business Days up to and including 29
July 2010.
The Offer extends to all Hartest Shares not already owned or controlled by the
Offeror which are unconditionally allotted or issued and fully paid on the date
of the Offer (save for those Hartest Shares held by Overseas Shareholders). The
Offer also extends to any Hartest Shares not already owned by the Offeror which
are unconditionally allotted or issued and fully paid while the Offer remains
open for acceptance.
The Hartest Shares will be acquired pursuant to the Offer fully paid free from
all liens, charges, equitable interests and encumbrances and together with all
rights now and hereafter attaching thereto including voting rights and the right
to receive and retain all dividends and other distributions (if any) declared,
made or paid hereafter.
Elektron reserves the right to acquire Hartest Shares in the market at or below
the Offer Price.
4. Background to and reasons for the Offer
The Offeror believes that the acquisition of Hartest is likely to complement
Elektron's innovation and growth model and the larger combined entity is
expected to be more attractive to a wider range of investors. Elektron expects
to benefit from Hartest's established presence in India and Hartest's business
will benefit from Elektron's existing global presence.
As a result of the Acquisition, Elektron now holds a majority of the Hartest
Shares and, subject to the passing of any necessary shareholders resolutions by
Hartest Shareholders, will seek to appoint a majority of nominees to Hartest's
Board and may make other changes at board level.
Elektron intends to carry out a strategic review of Hartest's business and
operations to be completed as soon as possible, which may result in the
consolidation of Hartest's business within Elektron's group. The Offeror will
therefore be seeking a dialogue with the Board of Hartest and its advisers at
the earliest opportunity to discuss the future structure of the Board of Hartest
and to facilitate this strategic review.
5. Information on Hartest
Hartest is listed on AIM. For the year ended 31 March 2010, Hartest reported
revenue of GBP22.2 million (year ended 31 March 2009 GBP20.7 million) and its
profit before taxation was GBP1 million (year ended 31 March 2009: loss before
tax of GBP865,000). It reported shareholders' funds of GBP8.7 million (year
ended 31 March 2009: GBP8.1 million).
Hartest's principal activity is the manufacture, sale, distribution, testing and
supply of precision instrumentation and medical equipment.
6. Information on Elektron
The Offeror designs and manufactures engineered products for industrial users
and the distribution market. It operates worldwide and employs approximately
1,200 people in five countries. The Offeror's group is divided into two
divisions formed from nine operating units. The Offeror's strategy focuses on
five key areas of acquisitions, expansion, innovation, offshoring, and fostering
talent.
7. Management, employees and location
The Offeror anticipates that the existing employment rights and terms and
conditions of employment, including pension obligations, of all management and
employees of the Offeree are likely to be maintained by the Offeror following
completion of the Offer, subject to the strategic review described in Paragraph
4. The Offeror will determine whether any changes in the conditions or location
of employment of Hartest employees, or any redeployment of any of Hartest's
fixed assets, are required following completion of the strategic review
described in Paragraph 4.
8. Financing of the Offer
The cash consideration payable by the Offeror under the terms of the Offer will
be funded from the Placing Proceeds, the Offeror's existing cash resources and
from committed debt financing for the Offer to be provided by HSBC Bank Plc
pursuant to a Facility Agreement entered into by the Offeror on 29 July 2010.
finnCap (in its capacity as the Offeror's financial adviser) has confirmed that
it is satisfied that sufficient resources are available to the Offeror to enable
it to satisfy full acceptance of the Offer.
9. Hartest Share Schemes
The Offer will extend to all Hartest Shares which are unconditionally allotted
or issued pursuant to the exercise of options under the Hartest Share Schemes
after the date of this Announcement and before the time at which the Offer
ceases to be open for acceptance (or before such earlier date as the Offeror may
in accordance with the terms and conditions of the Offer and subject to the
Code, decide).
Appropriate proposals will be made in due course to participants in the Hartest
Share Schemes in connection with the Offer.
10. Disclosure of interests in Hartest
Following the Acquisition and as at the date of this Announcement, the Offeror
is interested in 4,570,031 Hartest Shares representing approximately 53.1 per
cent. of the issued share capital of Hartest.
Other than for the above interests in Hartest Shares, neither the Offeror nor,
so far as the Offeror is aware, any person acting in concert with the Offeror,
owns or controls or has any interests in any Hartest Shares (including pursuant
to any long exposure, whether conditional or absolute, to changes in the prices
of securities) or has any rights to subscribe for or purchase or any option to
acquire or any obligation to take delivery of any Hartest Shares or has entered
into any derivatives referenced to Hartest Shares or which result in that person
holding a long position in securities related to Hartest Shares ("Relevant
Hartest Securities") which remain outstanding, nor does any such person hold any
short positions in relation to Relevant Hartest Securities (whether conditional
or absolute and whether in the money or otherwise), including any short position
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of Relevant Hartest
Securities.
Neither the Offeror nor, so far as the Offeror is aware, any person acting in
concert with the Offeror has borrowed or lent any Relevant Hartest Securities
(save for any borrowed shares which have been either on-lent or sold). The
Offeror does not have any arrangement in relation to Relevant Hartest Securities
with any other person. For these purposes, "arrangement" includes any indemnity
or option arrangement and any agreement or understanding, formal or informal, of
whatever nature, relating to Relevant Hartest Securities which may be an
inducement to deal or refrain from dealing in such securities.
11. Overseas Hartest Shareholders and general matters
Overseas Hartest Shareholders should inform themselves about and observe any
applicable legal or regulatory requirements. If you are in any doubt about your
position, you should consult your professional advisor in the relevant
territory.
The implications of the Offer for persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about and observe any applicable requirements.
The Offer, and acceptances thereof, will be governed by English law and will be
subject to the jurisdiction of the English courts. The Offer will be subject to
the applicable requirements of the Code and other legal and regulatory
requirements. In deciding whether or not to accept the Offer, Hartest
Shareholders should rely on the information contained in the Offer Document and,
where appropriate, the Form of Acceptance.
Unless otherwise determined by the Offeror and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, and
this Announcement should not be sent, in or into or from the United States,
Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or
by use of the mails of or by any other means or instrumentality (including,
without limitation, telephonically or electronically), or any facilities of a
national securities exchange of, any of these jurisdictions and doing so may
render invalid any purported acceptance of the Offer. Accordingly, copies of
this Announcement and any other document relating to the Offer are not being,
and must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, South Africa, Japan or any other Restricted
Jurisdiction. Any person (including, without limitation, custodians, nominees
and trustees) who may have contractual or legal obligations, or may otherwise
intend, to forward this Announcement to any jurisdiction outside the United
Kingdom should read the relevant provisions of the Offer Document before taking
any action. Notwithstanding the foregoing, the Offeror will retain the right to
permit the Offer to be accepted and any sale of securities pursuant to the Offer
to be completed if, in its sole discretion, it is satisfied that the transaction
in question can be undertaken in compliance with applicable law and regulation.
All times referred to are London times unless otherwise stated.
12. Confirmation regarding opening position disclosure
Elektron confirms that it is on the date of this Announcement making an Opening
Position Disclosure, which discloses the details required to be disclosed by it
under Rule 8.1(a) of the Code.
13. De-listing, compulsory acquisition and re-registration
Elektron will keep the Offer open for acceptances in accordance with the
requirements of the Code and will give Hartest Shareholders at least 14 days
notice of the final closing date of the Offer.
If Elektron receives acceptances under the Offer in respect of and/or otherwise
acquires 90 per cent. or more in value of the Hartest Shares to which the Offer
relates (and not less than 90% of the voting rights carried by the Hartest
Shares to which the Offer relates), it intends to exercise its rights pursuant
to the provisions of Part 28 of the Act to acquire compulsorily any remaining
Hartest Shares in respect of which acceptances have not been received on the
same terms as the Offer.
As a result of the Acquisition, Elektron now holds a majority of the Hartest
Shares and, subject to the passing of any necessary shareholder resolutions by
Hartest Shareholders, will:
· seek to appoint a majority of nominees to Hartest's Board and may
make other changes at board level at the earliest opportunity;
· vote against any shareholder resolution proposed by Hartest's Board
approving and/or authorising the payment of any dividend or other distribution
to Hartest Shareholders;
· procure that Hartest convenes a general meeting to authorise and
approve the cancellation of admission to trading of Hartest Shares on AIM as
soon as practicable in accordance with the applicable requirements of the London
Stock Exchange; and
· procure that Hartest is re-registered as a private company under the
relevant provisions of the Act to enable Hartest, inter alia, to provide
security for the enlarged group's borrowings.
Cancellation of admission to trading on AIM and the re-registration of Hartest
as a private company would significantly reduce the liquidity and marketability
of any Hartest Shares that have not assented to the Offer at that time and the
value of any such Hartest Shares may be adversely affected as a consequence.
After closing of the Offer, Elektron intends to acquire any Hartest Shares in
respect of which acceptances have not been received at prices which may be
significantly less than the Offer Price.
14. General
It is expected that the Offer Document will be despatched to Hartest
Shareholders by the Offeror as soon as possible and by no later than 28 days
from the date of this Announcement. This Announcement is not intended to and
does not constitute an offer or an invitation to purchase any securities.
Appendix I contains the sources and bases of certain information set out in the
summary announcement and this Announcement. Appendix II contains definitions of
certain terms and expressions used in both the summary announcement and in this
Announcement.
This Announcement is not intended to and does not constitute, or form part of,
an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor
shall there be any sale, issuance or transfer of the securities in any
jurisdiction in contravention of applicable law. Any response in relation to the
Offer should be made only on the basis of the information contained in the Offer
Document and (in the case of certificated shares) the Form of Acceptance. The
Offeror will prepare the Offer Document to be distributed to Hartest
Shareholders and, for information only, to option holders and persons with
information rights. The Offeror urges Hartest Shareholders to read the Offer
Document when it becomes available because it will contain important information
relating to the Offer.
finnCap, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to the
Offeror in relation to the Offer and is not acting for or advising any other
person and accordingly will not be responsible to any person other than the
Offeror for providing the protections afforded to clients of finnCap or for
providing advice in relation to the contents of this announcement or any offer
or arrangements referred to herein or in the Offer Document. Neither finnCap 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 finnCap in connection
with this Announcement, any statement contained herein or otherwise.
The Offeror and the Board of the Offeror accept responsibility for the
information contained in this Announcement save that the only responsibility
accepted by the Offeror and the Board of the Offeror in respect of such
information relating to Hartest, which has been compiled from public sources, is
to ensure that such information has been correctly and fairly reproduced and
presented. Subject to the aforesaid, to the best of the knowledge and belief of
the Offeror (who has taken reasonable care to ensure that such is the case), the
information contained in this Announcement for which it is responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Notice to overseas Hartest Shareholders
The availability of the Offer or the distribution of this Announcement to
persons who are not resident in the United Kingdom may be affected by the laws
and regulations of the relevant jurisdiction in which they are located. Any
persons who are subject to the laws and regulations of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any and all
applicable legal or regulatory requirements of their jurisdiction. Any failure
to comply with the requirements of such jurisdictions may constitute a violation
of the securities laws of such jurisdictions. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by the Offeror and subject to any dispensation
required from the Panel, the Offer will not be made, directly or indirectly, and
this Announcement should not be sent, in or into or from the United States,
Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or
by use of the mails of or by any other means or instrumentality (including,
without limitation, telephonically or electronically), or any facilities of a
national securities exchange of, any of these jurisdictions and doing so may
render invalid any purported acceptance of the Offer. Accordingly, copies of
this Announcement and any other document relating to the Offer are not being,
and must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Australia, South Africa, Japan or any other Restricted
Jurisdiction. Any person (including, without limitation, custodians, nominees
and trustees) who may have contractual or legal obligations, or may otherwise
intend, to forward this Announcement to any jurisdiction outside the United
Kingdom should read the relevant provisions of the Offer Document before taking
any action. Notwithstanding the foregoing, the Offeror will retain the right to
permit the Offer to be accepted and any sale of securities pursuant to the Offer
to be completed if, in its sole discretion, it is satisfied that the transaction
in question can be undertaken in compliance with applicable law and
regulation.
This Announcement has been prepared for the purpose of complying with English
law, the Code and the AIM Rules 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 United
Kingdom.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Hartest must make an Opening Position Disclosure
following the commencement of the offer period. 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 Hartest. 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. Relevant persons who deal in the relevant securities of
Hartest prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Hartest must make a Dealing
Disclosure if the person deals in any relevant securities of Hartest. 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 Hartest, 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 Hartest, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by Hartest and the Offeror and
Dealing Disclosures must also be made by Hartest and the Offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the 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. 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.
"Interests in securities arise", in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having such an "interest"
by virtue of the ownership or control of securities or by virtue of any option
in respect of, or derivative referenced to, securities.
The defined terms used in this paragraph "Disclosure Requirements of the Code"
are defined in the Code which can be found on the Panel's website.
Cautionary note regarding forward-looking statements
This announcement may contain certain "forward-looking statements" which are
based on the current expectations of the management of the Offeror and are
subject to uncertainty and changes in circumstances. The forward-looking
statements contained herein may include statements about the expected effects of
the Offer on Elektron's group, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, potential divestitures and other
strategic options and all other statements in this announcement other than
historical facts. Forward-looking statements include, without limitation,
statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import. By their
nature, forward-looking statements are not guarantees of future performance or
results and involve risks and uncertainties because they relate to events and
depend on circumstances that will occur in the future.
Although the Board of the Offeror believes that the expectations in such
forward-looking statements are reasonable, there are a number of factors that
could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to the inability to integrate Hartest successfully within
Elektron's group or to realise synergies from such integration within the time
periods anticipated; and changes in anticipated costs related to the acquisition
of Hartest. Additional factors that could cause actual results and developments
to differ materially include, among other things:
* unanticipated changes in revenue, margins, costs, and capital expenditures;
* issues associated with new product or service introductions;
* foreign currency fluctuations;
* increased raw material prices;
* unexpected issues associated with the availability of local suppliers and
skilled labour;
* the risks associated with growth;
* geographic factors and political and economic risks;
* actions of competitors;
* changes in economic or industry conditions generally or in the markets served
by Hartest and Elektron;
* the state of financial and credit markets;
* efficiencies and capacity utilisation of facilities;
* issues related to new facilities and expansion of existing facilities;
* work stoppages, labour negotiations, and labour rates;
* government approval and funding of projects;
* the ability of customers to receive financing; and
* the ability to complete and appropriately integrate restructurings,
consolidations, acquisitions, divestitures, strategic alliances, and joint
ventures.
The Offeror does not undertake any obligation to update or revise
forward-looking statements, whether as a result of new information, future
events or otherwise. Forward-looking statements only speak as of the date on
which they are made.
Publication on websites
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on the Offeror's website at www.elektronplc.com by no
later than 12 noon on 2 August 2010.
If you are in any doubt about the Offer, the contents of this Announcement or
what action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
APPENDIX I
Bases and sources of information
1. References to the existing issued share capital of Hartest are reference to
Hartest Shares inissue on 29 July 2010 (being the last practicable Business Day
prior to the release of this Announcement), being 8,605,289 Hartest Shares. This
figure is consistent with Hartest's annual return dated 22 January 2010.
2. The value of approximately GBP8.2 million attributed to the current issued
and to be issued sharecapital of Hartest, is based upon (i) the number of
Hartest shares currently in issue being 8,605,289, and (ii) on all outstanding
options and awards granted under the Hartest Share Schemes which have an
exercise price per Hartest Share lower than the Offer Price having been
exercised (which is based on information provided to the Company by Hartest).
The Offer will not be extended to any Shares held in treasury as, under the
Code, it is not necessary to do so and as such they are excluded from all
calculations of percentage holdings of voting rights, share capital and relevant
securities.
3. Unless otherwise stated financial information relating to Hartest has been
extracted from Hartest's preliminary results for the period ending 31 March
2010.
4. Hartest Share prices have been derived from Fidessa and represent closing
middle market prices on the relevant date.
APPENDIX II
Definitions
The following definitions apply throughout the summary announcement and this
Announcement, unless the context requires otherwise:
+------------------+-------------------------------+
| "Acquisition" | the acquisition of 2,577,309 |
| | Hartest Shares at a price of |
| | 90 pence per Hartest Share by |
| | the Offeror from Peter |
| | Gyllenhammar on 30 July 2010; |
+------------------+-------------------------------+
| "Act" | the Companies Act 2006; |
+------------------+-------------------------------+
| "Admission" | the admission of the Placing |
| | Shares to trading on AIM; |
+------------------+-------------------------------+
| "Announcement" | this announcement by the |
| | Offeror of a firm intention |
| | to make the Offer dated 30 |
| | July 2010; |
+------------------+-------------------------------+
| "AIM" | the AIM Market of the London |
| | Stock Exchange; |
+------------------+-------------------------------+
| "AIM Rules" | the AIM Rules for Companies |
| | as published by the London |
| | Stock Exchange from time to |
| | time; |
+------------------+-------------------------------+
| "Australia" | the Commonwealth of |
| | Australia, its states, |
| | territories and possessions; |
+------------------+-------------------------------+
| "Board" | board of directors; |
+------------------+-------------------------------+
| "Business Day" | any day, other than a |
| | Saturday, Sunday or public or |
| | bank holiday, on which banks |
| | are generally open for |
| | business in the City of |
| | London; |
+------------------+-------------------------------+
| "Canada" | Canada, its provinces and |
| | territories and all areas |
| | subject to its jurisdiction |
| | and any political |
| | sub-division thereof; |
+------------------+-------------------------------+
| "Closing Price" | the closing middle market |
| | quotation of a Hartest Share |
| | as derived from Fidessa; |
+------------------+-------------------------------+
| "Code" | the City Code on Takeovers |
| | and Mergers, as amended from |
| | time to time; |
+------------------+-------------------------------+
| "Fidessa" | Fidessa Workstation, the |
| | market data system operated |
| | by Fidessa Group Plc; |
+------------------+-------------------------------+
| "finnCap" | finnCap Ltd; |
+------------------+-------------------------------+
| "First Closing | the date to be described as |
| Date" | such in the Offer Document in |
| | relation to the Offer; |
+------------------+-------------------------------+
| "Form of | the form of acceptance |
| Acceptance" | relating to the Offer which |
| | will accompany the Offer |
| | Document; |
+------------------+-------------------------------+
| "FSA" | the Financial Services |
| | Authority; |
+------------------+-------------------------------+
| "FSMA" | the Financial Services and |
| | Markets Act 2000, as amended |
| | from time to time; |
+------------------+-------------------------------+
| "Hartest" | Hartest Holdings Plc; |
+------------------+-------------------------------+
| "Hartest | the holders of Hartest Shares |
| Shareholders" | from time to time; |
+------------------+-------------------------------+
| "Hartest Shares" | the existing unconditionally |
| | allotted or issued and fully |
| | paid ordinary shares of 10 |
| | pence each in the capital of |
| | Hartest and any further |
| | shares which are issued or |
| | unconditionally allotted |
| | prior to the time at which |
| | the Offer ceases to be open |
| | for acceptance (or prior to |
| | such earlier time as the |
| | Offeror may, in accordance |
| | with the terms and condition |
| | of the Offer, and subject to |
| | the Code, decide) excluding |
| | in both cases any such shares |
| | held or which become held as |
| | treasury shares (for the |
| | purposes of the Act); |
+------------------+-------------------------------+
| "Hartest Share | the Hartest EMI, New EMI, |
| Schemes" | Approved and Unapproved share |
| | option schemes as detailed in |
| | its Annual Report for the |
| | year ended 31 March 2009; |
+------------------+-------------------------------+
| "Japan" | Japan, its cities, |
| | prefectures, territories and |
| | possessions and all areas |
| | subject to its jurisdiction |
| | and any political |
| | sub-division thereof; |
+------------------+-------------------------------+
| "London Stock | London Stock Exchange Plc; |
| Exchange" | |
+------------------+-------------------------------+
| "Offer" | the mandatory cash offer |
| | being made by the Offeror to |
| | acquire all of the Hartest |
| | Shares not already owned by |
| | the Offeror on the terms to |
| | be set out in the Offer |
| | Document and the Form of |
| | Acceptance (including, where |
| | the context so requires, any |
| | subsequent revision, |
| | variation, extension or |
| | renewal of such offer); |
+------------------+-------------------------------+
| "Offer Document" | the document to be despatched |
| | to Hartest Shareholders |
| | (other than certain Overseas |
| | Shareholders) setting out the |
| | full terms of the Offer; |
+------------------+-------------------------------+
| "Offer Price" | 90 pence per Hartest Share; |
+------------------+-------------------------------+
| "Offeror" or the | Elektron Plc; |
| "Company" | |
+------------------+-------------------------------+
| "Overseas | Hartest Shareholders who are |
| Shareholders" | resident in, or nationals or |
| | citizens of, jurisdictions |
| | outside the United Kingdom or |
| | who are nominees of, or |
| | custodians or trustees for, |
| | residents, citizens or |
| | nationals of other countries; |
+------------------+-------------------------------+
| "Panel" | the Panel on Takeovers and |
| | Mergers; |
+------------------+-------------------------------+
| "Placing" | the placing by finnCap of the |
| | Placing Shares at the Placing |
| | Price to Keith Daley, |
| | Christopher Leigh and a |
| | select number of |
| | institutional investors; |
+------------------+-------------------------------+
| "Placing Price" | 20 pence per Placing share; |
+------------------+-------------------------------+
| "Placing | the gross proceeds of the |
| Proceeds" | Placing of GBP3.1 million; |
+------------------+-------------------------------+
| "Placing Shares" | 15,525,000 new ordinary |
| | shares in the capital of |
| | Elektron placed by finnCap |
| | pursuant to the Placing; |
+------------------+-------------------------------+
| "Restricted | any jurisdiction where local |
| Jurisdiction" | laws or regulations may |
| | result in a significant risk |
| | of civil, regulatory or |
| | criminal exposure or |
| | prosecution if information |
| | concerning the Offer is sent |
| | or made available to Hartest |
| | Shareholders in that |
| | jurisdiction; |
+------------------+-------------------------------+
| "RIS" or | any of the services approved |
| "Regulatory | by the London Stock Exchange |
| Information | and included in the list |
| Service" | maintained on the London |
| | Stock Exchange's website; |
+------------------+-------------------------------+
| "SIPP" | a self invested personal |
| | pension; |
+------------------+-------------------------------+
| "South Africa" | the Republic of South Africa; |
+------------------+-------------------------------+
| "United Kingdom" | the United Kingdom of Great |
| or "UK" | Britain and Northern Ireland; |
+------------------+-------------------------------+
| "United States" | the United States of America, |
| or "US" | its territories and |
| | possessions, any state of the |
| | United States of America, the |
| | District of Columbia and all |
| | other areas subject to its |
| | jurisdiction. |
+------------------+-------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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