Checkit Regulatory News (CKT)

12 Jan 2010 07:00



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Delta Controls Limited

Statement re Possible Offer for Hartest Holdings plc at 69 pence per share

The Board of Delta Controls Limited ("Delta Controls") is pleased to announce that it has reached agreement in principle with the board of Hartest Holdings Plc ("Hartest Holdings") with a view to making a cash offer for the whole of the issued and to be issued share capital of Hartest Holdings at a price of 69 pence per Hartest Holdings ordinary share which values the entire issued and to be issued share capital of Hartest Holdings at £ 6.339 million. The Board of Delta Controls reserves the right to lower the price subject to the approval of the Hartest Holdings board.

A price of 69 pence represents a premium of 207% to the share price on 24 June 2009 of 22.5 pence, prior to the rise in share price and announcement on 1 July 2009 of a possible offer by Elektron plc; and a premium of 25.5% to the closing share price on 11 January 2010 of 55 pence.

The Board of Delta Controls has received a letter of intent from Elektron plc ("Elektron") to enter into an irrevocable undertaking to accept an offer, when made, at 69 pence per share. Elektron holds the voting control over 1,992,722 ordinary shares representing 23.2 per cent of the existing voting share capital of Hartest Holdings.

The possible offer is conditional, inter alia, upon completion by Delta Controls of confirmatory due diligence, Elektron entering into an irrevocable undertaking to accept the offer and the board of Hartest Holdings suspending the dividend proposed conditional upon any offer becoming or being declared unconditional at which point it will be cancelled.

This announcement does not constitute a firm intention to make an offer and that, accordingly, there can be no certainty that any offer will be made even if the pre-conditions are satisfied or waived. 

Information on Delta Controls

Delta Controls is a private limited company that is wholly owned by members of its management team and has more than 50 years' experience in the design and manufacture of high quality instruments for process monitoring and control applications worldwide. 

The Board of Delta Controls believe that there is a strong commercial and strategic fit with Hartest Holdings and that the prospects of the Hartest Holdings businesses and its employees will be significantly enhanced in a privately held group with a stable, long term shareholder base. It is the intention of Delta Controls to develop the Hartest Holdings business for the long term.

-ENDS-

For further information contact:

Delta Controls Limited

Ray Harrison , Chief Executive Tel: 0208 939 3500

Cattaneo LLP  - Financial adviser 

Charles Cattaneo  Tel: 021 616 0395

Ian Stanway

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code ('the Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Hartest Holdings, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') 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. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Hartest Holdings, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Hartest Holdings by any offeror, or by any of its respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

'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 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. 

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.

The directors of Delta Controls accept responsibility for the information contained in this announcement in relation to Delta Controls. To the best of the knowledge and belief of the directors of Delta Controls (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information

Cattaneo LLP is acting exclusively for Delta Controls and no-one else in connection with the matters set out in this announcement and, accordingly, will not be responsible to anyone other than Delta Controls for providing the protections offered to clients of Cattaneo LLP or for providing advice in relation to the matters set out in this announcement, or any matter referred to herein. No representation or warranty, express or implied, is made by Cattaneo LLP as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued.)