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 £7.7 million and values the entire issued and to be issued share capital of Hartest at approximately £8.2 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 £3,105,000 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, £500,000.  Keith Daley, the Company's chairman, is subscribing for a total of 2,375,000 Placing Shares at a total price of £475,000. Christopher Leigh, the Company's finance director, is subscribing through his SIPP for 125,000 Placing Shares at a total price of £25,000.

 

Following the Placing the directors named above will hold the following Shares in the Company:

 

Director

Number of Placing Shares Acquired

Total shares held in the Company following the Placing

% of enlarged issued share capital

Keith Daley

2,375,000

8,076,088

7.8%

Christoper Leigh*

125,000

213,683

0.2%

 

*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 £7.7 million and values the entire issued and to be issued share capital of Hartest at approximately £8.2 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 £22.2 million (year ended 31 March 2009 £20.7 million) and its profit before taxation was £1 million (year ended 31 March 2009: loss before tax of £865,000). It reported shareholders' funds of £8.7 million (year ended 31 March 2009: £8.1 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 £8.2 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 Date" 

 

the date to be described as such in the Offer Document in relation to the Offer;

"Form of Acceptance" 

the form of 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 Shareholders"

the holders of Hartest Shares 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 Schemes"

the Hartest EMI, New EMI, 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 Exchange"   

London Stock Exchange Plc;

"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 "Company"

Elektron Plc;

"Overseas Shareholders"           

Hartest Shareholders who are 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 Proceeds"

the gross proceeds of the Placing of £3.1 million;

"Placing Shares"

15,525,000 new ordinary shares in the capital of Elektron placed by finnCap pursuant to the Placing;

"Restricted Jurisdiction"

any jurisdiction where local 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 "Regulatory Information Service"

any of the services approved by the London Stock Exchange and included in the list maintained on the London Stock Exchange's website;

"SIPP"

a self invested personal pension;

"South Africa"

the Republic of South Africa;

"United Kingdom" or "UK"           

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"           

the United States of America, 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
 
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