Response to Offer
July 30 2010 - 7:00AM
UK Regulatory
TIDMHTH TIDMEKT
RNS Number : 2675Q
Hartest Holdings PLC
30 July 2010
30 July 2010
Hartest Holdings plc
Response to Offer
Hartest Holdings plc ("Hartest" or the "Company") notes the announcement made
today by Elektron plc ("Elektron") of a mandatory cash offer pursuant to Rule 9
of the City Code on Takeovers and Mergers (the "Code") to acquire all of the
issued and to be issued share capital of the Company not already owned by it
(the "Elektron Offer").
Hartest is reviewing the Elektron Offer and a response will be made by the Board
in due course.
Enquiries:
+---------------------+---------------------------+------------------+
| Hartest Holdings | Geoff Spink | 01252 749 530 |
| plc | | |
+---------------------+---------------------------+------------------+
| Westhouse | Tim Metcalfe / Martin | 020 7601 6100 |
| Securities | Davison | |
| | | |
+---------------------+---------------------------+------------------+
| Hansard | Justine James / Kirsty | 020 7245 1100 |
| Communications | Corcoran | |
+---------------------+---------------------------+------------------+
Westhouse Securities Limited ("Westhouse"), which is regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to Hartest and no one else (including the recipients of this
announcement) in connection with the arrangements that are the subject matter of
this announcement and will not be responsible to anyone other than Hartest for
providing the protections afforded to clients of Westhouse or for advising any
other person in connection with the arrangements that are the subject matter of
this announcement.
Westhouse makes no representation, express or implied, with respect to the
accuracy or completeness of any information contained in this announcement and
accepts no responsibility for, nor does it authorise, the contents of, or the
issue of this announcement, or any other statement made or purported to be made
by Hartest, or on its behalf, in connection with Hartest or any of the other
arrangements that are the subject matter of this announcement and, accordingly,
it disclaims all and any liability whatsoever whether arising out of tort,
contract or otherwise which they might otherwise have in respect of this
announcement or any other statement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform themselves about,
and observe such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction. The
announcement has been prepared in accordance with English law and the Code and
information disclosed may not be the same as that which would have been prepared
in accordance with the laws of jurisdictions outside England.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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
paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or
of a paper offeror 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 the offeree company or of any paper offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any paper 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 paper 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 paper 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 Takeover 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.
Please note that any address, electronic address and certain other information
provided for the receipt of communications from the offeree company may be
provided to an offeror during the offer period as required under Section 4 of
Appendix 4 of the Code.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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