Elektron Technology Share News (EKT)

TIDMEKT TIDMHTH 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 GBP7.7 million and values the entire issued and to be issued share capital of Hartest at approximately GBP8.2 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 (MORE TO FOLLOW) Dow Jones Newswires July 30, 2010 03:37 ET (07:37 GMT)