Flowtech Fluid. Regulatory News (FLO)

29 Jul 2008 07:00



Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

FOR IMMEDIATE RELEASE

29 JULY 2008

REVISED, RECOMMENDED AND MANDATORY CASH OFFER FOR FLOMERICS GROUP PLC ("FLOMERICS" OR THE "COMPANY") BY MENTOR GRAPHICS CORPORATION ("MENTOR")

Delisting

Mentor announces that it has attained in excess of 75 per cent. of the voting rights attaching to Flomerics Shares, and has taken steps to procure the application by Flomerics for the cancellation of the listing of Flomerics Shares on AIM and the cancellation of trading in Flomerics Shares on AIM. It is anticipated that cancellation of listing and trading will take effect no earlier than 27 August 2008.

This follows the announcement on 10 July 2008 by Mentor that all of the conditions of its Recommended Offer for the entire issued and to be issued ordinary share capital of Flomerics have been satisfied or waived and the Offer is now declared unconditional in all respects.

Following such delisting the liquidity and marketability of any Flomerics Shares that are not acquired by Mentor would be significantly reduced. It is Mentor's intention that, after such cancellation, Flomerics will be re-registered as a private company under the relevant provisions of the Companies Act 1985. 

Compulsory acquisition of outstanding Flomerics Shares.

Mentor also announces that by 3.00 pm on 28 July 2008 it had received valid acceptances in respect of or otherwise contracted to acquire 21,378,423 Flomerics Shares, representing approximately 93.00 per cent of the Flomerics Shares to which the Offer relates.

Accordingly, Mentor announces that compulsory acquisition notices under section 979 of the Companies Act 2006 will be despatched to the holders of Flomerics Shares who have not yet accepted the Offer. The Offer will remain open for acceptance until further notice. Flomerics Shareholders who have not yet accepted the Offer are reminded to complete and return the Forms of Acceptance as soon as possible.

If you have any queries, please contact Computershare on 0870 707 1725 or, if calling from outside the UK, on +44 870 707 1725.

Other 

Terms defined in the Recommended Offer Document shall, unless the context otherwise requires, have the same meanings in this announcement. The term 'acting in concert' shall have the same meaning as in the City Code.

Enquiries:

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Canaccord, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Mentor and no one else in connection with the Offer and will not be responsible to anyone other than Mentor for providing the protections afforded to its customers or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

This announcement is not intended to and does not constitute, or form any part of, an offer or an invitation to purchase, subscribe for or otherwise acquire, sell or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.  The Offer is made solely through the Recommended Offer Document and the Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Recommended Offer Document and the Form of Acceptance.  The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom.  Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements.  The Recommended Offer Document is available for public inspection at the offices of Cenkos. 

The Offer is not being made, directly or indirectly, in or into the United States or by use of mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telephone or internet) of inter-state or foreign commerce of, or any facilities of a national, state or other securities exchange of the United States, nor is it being made directly or indirectly in or into Canada or Australia and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities or from within the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.  Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons receiving this announcement (including without limitation custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in, into or from the United States, Canada or Australia or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.