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" or the "Group")
Response to Microgen
The directors of Elektron (the "Elektron Board") note the two announcements made yesterday (20 May 2014) by Microgen plc ("Microgen"). Elektron announced a Strategic Alternatives Process including a formal sale process ("FSP") on 7 April 2014 and has engaged appropriate advisers accordingly. Elektron confirms that Microgen submitted a proposal to Elektron on 2 May 2014 (the "Microgen Proposal").
The Microgen Proposal
Microgen alluded in its first announcement of 20 May 2014 to the fact that "the Microgen proposal would use financial instruments" and that "the Microgen proposal offered Elektron shareholders the opportunity to share in the Elektron recovery".
The Elektron Board was of the opinion that the Microgen Proposal, including these financial instruments, was less attractive than other alternatives and was not therefore prepared to recommend it to shareholders. Accordingly, the Microgen Proposal was rejected.
Microgen's approach to the FSP
All other participants in the FSP entered into a uniform non-disclosure agreement (the "FSP NDA") on the same terms in all material respects as those offered to Microgen. To date, Microgen has declined to enter into the FSP NDA.
In addition to Microgen's two announcements of 20 May 2014, the Elektron Board received a fresh approach from Microgen on 20 May 2014, outside the FSP, that may or may not lead to an offer being made for the Company. In this approach, Microgen requested access to due diligence information outside the FSP under Rule 20.2 of the Takeover Code and this is being progressed.
Microgen deadline
Microgen's second announcement of 20 May 2014 confirmed that Microgen is a potential offeror for Elektron. There can be no certainty that an offer will be made for Elektron, nor as to the terms on which an offer may be made.
Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), requires that Microgen, by not later than 5.00 p.m. on 17 June 2014 (the "relevant deadline"), either announce a firm intention to make an offer for Elektron in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.
The relevant deadline will cease to apply to Microgen if another offeror announces, prior to the relevant deadline, a firm intention to make an offer for Elektron. In such circumstances, Microgen will be required to clarify its intentions in accordance with Rule 2.6(d) of the Takeover Code.
This is an announcement falling under Rule 2.4 of the Takeover Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Takeover Code. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.
Strategic Alternatives Process Update, including FSP
As previously announced, the Company remains in discussions with a number of parties which may or may not lead to a sale of its entire issued share capital. There can be no certainty that any offers will be made as a result of the FSP, that any sale will be concluded nor as to the terms on which any offer might be made. The Board reserves the right to alter any aspect of the FSP or to terminate it at any time. In such cases it will make an announcement as appropriate. The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time. In parallel to these discussions the Board is considering a number of other proposals as part of the Strategic Alternative Process. Throughout the strategic alternatives process the board has taken all relevant advice.
The Elektron Board reiterates the information regarding the Company's financial position announced in its Strategic Alternatives Process and Trading Update of 13 May 2014.
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 - CEO |
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Andy Weatherstone - 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/Kay Larsen |
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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 in accordance with Rule 30.4 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part 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.