Checkit Regulatory News (CKT)

23 Oct 2006 10:08

Elektron PLC23 October 2006 Not for release, publication or distribution in or into the United States ofAmerica, Canada, Australia, Republic of South Africa or Japan For immediate release 23 October 2006 Recommended Offer by Beaumont Cornish Limited ("Beaumont Cornish") on behalf of Elektron plc ("Elektron") for Howle Holdings plc ("Howle") Offer declared wholly unconditional On 28 September 2006, Elektron announced the terms of a recommended offer toacquire the entire issued and to be issued ordinary share capital of Howle (the"Offer"). The Offer Document setting out the full terms of the Offer was postedto Howle Shareholders on 28 September 2006. Terms defined in the Offer Document have the same meaning in this announcement. Following the Admission today of 7,993,202 New Elektron Shares and theannouncement on 19 October 2006 that all other conditions of the Offer had beensatisfied or waived, the Board of the Elektron announces that the Offer hasbecome wholly unconditional. Level of acceptances and ownership The Board of Elektron announces that by 1.00 p.m. on 20 October 2006, being thelast practicable date prior to the making of this announcement, Elektron hadreceived valid acceptances of the Offer in respect of a total of 27,562,858 Howle Shares, representing approximately 94.95 per cent. of the issued ordinaryshare capital of Howle. This total includes acceptances in respect of 5,625,108Howle Shares, which represent 19.38 per cent. of Howle's entire issued ordinaryshare capital, pursuant to irrevocable undertakings to the Offer from all of theHowle Directors and their connected persons and family members and acceptancesin respect of a further 14,235,477 Howle Shares, representing 49.04 per cent.of Howle's entire issued ordinary share capital, pursuant to irrevocableundertakings to accept the Offer from certain Howle Shareholders. The Offer will remain open for acceptance until further notice. HowleShareholders who have not yet accepted the Offer are urged to do so. To accept the Offer in respect of Howle Shares held in certificated form, theForm of Acceptance should be completed, signed and returned in accordance withthe instructions set out in the Offer Document and on the Form of Acceptance as soon as possible to Capita Registrars, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance areavailable from Capita Registrars on 0870 162 3121 or, if calling from outsidethe United Kingdom, on +44 20 8639 2157. To accept the Offer in respect of Howle Shares held in uncertificated form (thatis, in CREST), Howle Shareholders should follow the procedure set out inparagraph 17(b) of the letter from Beaumont Cornish contained in Part 2 of the Offer Document. Save as disclosed above, neither Elektron, nor any of the Elektron Directors,nor any member of their respective immediate families or related trusts, nor anyperson acting in concert with Elektron (including Beaumont Cornish), nor anyperson with which Elektron has an arrangement, owned or controlled or (in thecase of Elektron Directors, their immediate families and related trusts) wasinterested, directly or indirectly, in any relevant securities of Howle nor hasany such person borrowed nor lent such shares nor has any such person any shortpositions (whether conditional or absolute and whether in the money orotherwise), including any short position under a derivative, any agreement tosell or any delivery obligation or right to require another person to purchaseor take delivery prior to the commencement of the Offer Period on 28 September2006, or has either acquired or agreed to acquire any Howle Shares or rightsover Howle Shares since then. No Howle Shares have been borrowed or lent by Elektron or any person acting inconcert with it. Compulsory purchase and delisting As set out in Paragraph 14 of Part 2 of the Offer Document, Elektron stated thatif Elektron receives acceptances under the Offer in respect of 90 per cent. ormore of the Howle Shares to which the Offer relates, Elektron intends toexercise its right pursuant to the provisions of Schedule 2 of the TakeoversDirective (Interim Implementation) Regulations 2006 to acquire compulsorily theremaining Howle Shares to which the Offer relates on the same terms as theOffer. As soon as it is appropriate and possible to do so, Elektron intends to procurethat Howle applies to the Financial Services Authority for the cancellation ofthe listing of Howle Shares on the Official List and to the London StockExchange for the cancellation of the admission of Howle Shares on its market forlisted securities. Shareholders should note that, following delisting, HowleShares will no longer be quoted on the Official List of the London StockExchange. Accordingly, it is likely that the market in Howle Shares will behighly illiquid. In connection with the delisting, the Company also intends towithdraw Howle Shares from CREST. Settlement of consideration Settlement of the consideration due under the Offer will be dispatched (or, inrespect of Howle Shares held in uncertificated form, credited through CREST):(i) in respect of Howle Shares for which acceptances of the Offer, valid in allrespects, have been received or, in respect of Howle Shares held inuncertificated form, for which Electronic Acceptances have already been validlymade by 23 October 2006 within 14 days of this date; or (ii) in respect of HowleShares for which acceptances of the Offer, valid in all respects, are receivedor, in respect of Howle Shares held in uncertificated form, for which ElectronicAcceptances are validly made after 23 October 2006, but while the Offer remainsopen, within 14 days of such receipt. Additional listings of New Elektron Shares are expected to occur as and whenfurther acceptances are received. Enquiries Elektron Tel: 07966 116664 Adrian Girling, Executive Chairman Beaumont Cornish (Financial advisor to Elektron) Tel: 020 7628 3396 Roland Cornish Howle Tel: 07808 320855 Matthew Chaloner, Chief Executive of Howle City Financial Associates Limited (Financial advisor to Howle) Tel: 0207 090 7800 Ross 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