Checkit Regulatory News (CKT)

27 Nov 2009 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 ("Hartest Holdings") 

The Board of Delta Controls Limited ("Delta Controls") notes the statement made by the Takeover Panel on 24 November 2009 (as a replacement for the announcement made on 23 November 2009) setting a deadline of 1.00 pm on 31 December 2009 for Delta Controls to either announce a firm intention to make an offer for Hartest Holdings under Rule 2.5 of the Code or announce that it does not intend to make an offer.

Delta Controls reports that it has made progress since the announcement on 8 October 2009 when it reported that it was in discussions regarding a possible offer for Hartest Holdings and, following further discussions, Delta Controls has raised its indicative offer price to 61p in cash, a significant increase from the 50p indicative offer price in the announcement of 8 October 2009.  Delta Controls reserves the right following performing any due diligence and  a review of current trading or in the event that Hartest Holdings declares or pays any dividends or other distributions, to lower the price, subject to the approval, in each case, of the Hartest Holdings board. As a result, Delta Controls has been asked by the board of Hartest Holdings to approach its two largest shareholders, who between them hold in excess of 50% of the issued share capital, for support, and Delta Controls is now seeking the support of Elektron plc (23.2%) and/or Bronsstadet AB (29.9%) in the form of an irrevocable undertaking at 61p. In the absence of support from one or other of these key shareholders then Delta Controls will not proceed with an offer. However, Delta Controls reserves the right to waive this pre-condition.

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. 

- Ends -

For further information please contact:

Delta Controls Limited

Ray Harrison - Managing Director 0208 939 3500

Cattaneo LLP - Financial Advisers

Charles Cattaneo 07774 276512

Ian Stanway 07837 179502

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

Cattaneo LLP, is member firm of the Institute of Chartered Accountants in England and Wales, is acting exclusively for Delta Controls and no one else in connection with the possible offer for Hartest Holdings and will not be responsible to anyone other than Delta Controls for providing the protections afforded to customers of Cattaneo LLP nor for providing advice in relation to the possible offer for Hartest Holdings or any other matter referred to in this announcement. 

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 Hartest Holdings (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 an 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 Delta Controls, or by any of their '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.

Notes to Editors 

Delta Controls is a private limited company that is wholly owned by members of its management team. Delta Controls has more than 50 years experience in the design and manufacture of high quality, robust and accurate instruments for process monitoring and control applications worldwide. It has facilities in the UK, Italy, China and USA. Delta Controls enjoys a well established international customer base with products installed worldwide in Oil and Gas, Power, Utilities and Chemical Processing industries. Delta Controls offers its customers full, lifetime technical support and installation solutions worldwide, via its offices and a network of trained Representatives. Further information on Delta Controls can be found at www.delta-controls.com.