Elektron Technology Share News (EKT)

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 GBP8.2 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 (MORE TO FOLLOW) Dow Jones Newswires July 30, 2010 03:37 ET (07:37 GMT)