Checkit Regulatory News (CKT)

28 Sep 2006 16:54

Elektron PLC28 September 2006 Not for release, publication or distribution in or into the United States ofAmerica, Canada, Australia, Republic of South Africa or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws ofsuch jurisdiction For immediate release 28 September 2006 Recommended Offer by Beaumont Cornish Limited ("Beaumont Cornish") on behalf of Elektron plc ("Elektron") for Howle Holdings plc ("Howle") Further to the announcement made earlier today, Elektron announces that theoffer document containing the full terms and conditions of the Offer (the "OfferDocument") has today been posted to Howle Shareholders, together with the Formof Acceptance. Copies of the Offer Document and the Form of Acceptance are available forinspection (during normal business hours only) from Beaumont Cornish, 5th Floor,10-12 Copthall Avenue, London EC2R 7DE throughout the period during which theOffer remains open for acceptance. Terms defined in the Offer Document have the same meaning in this announcement. Enquiries ElektronTel: 07966 116664Adrian Girling, Executive Chairman Beaumont Cornish (Financial advisor to Elektron)Tel: 020 7628 3396Roland Cornish HowleTel: 07808 320855Matthew Chaloner, Chief Executive of Howle City Financial Associates Limited (Financial advisor to Howle)Tel: 0207 090 7800Ross Andrews Beaumont Cornish Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for Elektron and forno-one else in connection with the Offer and will not be responsible to anyoneother than Elektron for providing the protections afforded to customers ofBeaumont Cornish Limited, nor for providing advice in relation to the Offer orany matters referred to herein. This Announcement is not intended to and does not constitute, or form part of,an offer or an invitation to purchase or subscribe for any securities. The Offerwill be made solely by the Offer Document and the Form of Acceptance, whichcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. The availability of the Offer to persons not resident inthe United Kingdom may be affected by the laws of the jurisdictions in whichthey are resident. Persons who are subject to the laws of any jurisdiction otherthan the United Kingdom should inform themselves about, and observe anyapplicable legal and regulatory requirements. The Offer referred to in this announcement is not being made, directly orindirectly, in or into, or by use of the postal services or by any means orinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or by any facilities of anational, state or other securities exchange of, the United States, Canada,Australia, Republic of South Africa or Japan or any other jurisdiction if to doso would constitute a violation of the relevant laws of such jurisdiction, andthe Offer cannot be accepted by any such use, means or instrumentality orotherwise from or within the United States, Canada, Australia, Republic of SouthAfrica or Japan or any other such jurisdiction and doing so may render invalidany proposed acceptance of the Offer. If you are in any doubt about the Offer or the action you should take, youshould consult an independent financial advisor authorised under the FinancialServices and Market Act 2000 if you are resident in the United Kingdom or, ifnot, from another appropriately authorised independent financial advisor, whospecialises in advising on the acquisition of shares and other securities. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in one per cent.or more of any class of "relevant securities" of Howle or Elektron, all "dealings" in any "relevant securities" of Howle or Elektron (including by meansof an option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "Offer Period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Howle or Elektron, they willbe deemed to be a single person for the purpose of Rule 8.3 of the Code. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Elektron or Howle by Elektron or Howle, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securitiesin issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any agreementto purchase, option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to the application of Rule 8 of theCode to you, please contact an independent financial adviser duly authorisedunder the Financial Services and Markets Act 2000, consult the Panel's websiteat www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7382 9026 or fax number +44 (0) 20 7236 7005. If you are in any doubt as towhether or not you are required to disclose a "dealing" under Rule 8 of theCode, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange