Not for release, publication or distribution in whole or in part, in or into the United States, Canada, Australia or Japan or any other jurisdiction where to do so would be unlawful
Elektron Technology plc
("Elektron" or the "Company")
Initiation of Strategic Alternatives Process and Commencement of Offer Period
The Board of Elektron confirms that it is considering a range of strategic alternatives to enhance shareholder value. These alternatives include a fundraising or the possible sale of the Company, by means of a formal sale process in accordance with Note 2 on Rule 2.6 of the City Code on Takeovers and Mergers (the "Code").
Whilst the process includes the possibility of an offer being made for the Company, there can be no certainty that an offer will be made.
The Board confirms that other strategic alternatives being considered could include the potential sale of non-core assets and that in addition the Company is in discussions with a number of parties that have expressed interest in providing additional finance.
The Panel on Takeovers and Mergers has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to Note 3 on Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a) for so long as it is participating in the formal sales process. Interested parties should note Rule 21.2 of the Code, which prohibits any form of inducement fee or other offer related arrangement and that the Company has not requested any dispensation from this prohibition under Note 2 on rule 21.2 at this stage.
The Company confirms that it has held, and is continuing to hold, preliminary discussions with a number of third parties concerning a range of potential transactions, including funding solutions. However, none of these discussions have progressed to a stage where the outcome is definitive and there can be no certainty that any of these discussions will result in a transaction.
Any bona fide qualifying party will be required to enter into a non-disclosure agreement with the Company on reasonable terms satisfactory to the Board of Elektron and on the same terms, in all material respects, as the other interested parties, before being permitted to participate in the process. It is intended that any qualifying participant in the process will be provided with certain information materials. Following receipt of these information materials, interested parties shall be invited to submit proposals to the Company. Potential offerors for the entire issued and to be issued share capital of the Company should contact finnCap (contact details below).
The Board of Elektron reserves the right to alter any aspect of the process as outlined above or to terminate it at any time. In such cases it will make an announcement as appropriate. The Board of Elektron also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.
There can be no certainty that any offers will be made as a result of the formal sale process, that any sale will be concluded nor as to the terms on which any offer might be made.
As a consequence of this announcement an "Offer Period" has commenced in respect of the Company in accordance with the rules of the Code and the dealing disclosure requirements below will apply. A further announcement will be made as and when appropriate.
Rule 2.10
In accordance with Rule 2.10 of the Takeover Code, the Company confirms that it has 119,526,265 ordinary shares of 5 pence each in issue and admitted to trading on the AIM Market of the London Stock Exchange. The ISIN reference for these securities is GB00B0C5RG72.
For further information, please contact:
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Elektron Technology www.elektron-technology.com |
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Keith Daley - Executive Chairman |
+44 (0)1223 371 000 |
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John Wilson - Chief Executive Officer |
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Andy Weatherstone - Interim CFO |
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finnCap (Nominated Adviser, Financial Adviser and Broker) |
+44 (0) 20 7220 0500 |
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Ed Frisby/Ben Thompson |
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Instinctif Partners Adrian Duffield/Rozi Morris |
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finnCap Limited which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of finnCap or for providing advice in relation to the matters described in this announcement.
The directors of Elektron accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside 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. A failure to comply with the restrictions may constitute a violation of the securities laws of any jurisdiction.
Publication on website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.elektron-technology.com by no later than 12 noon (London time) on the business day following the release of this announcement.
Disclosure requirements of the Takeover Code (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 an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.