Elektron Technology Share News (EKT)

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 (MORE TO FOLLOW) Dow Jones Newswires July 30, 2010 03:37 ET (07:37 GMT)