Flowtech Fluid. Regulatory News (FLO)

10 Jun 2008 08:34



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

FOR IMMEDIATE RELEASE

10 June 2008

FLOMERICS GROUP PLC

Statement re: Mentor Offer

The Board of Directors of Flomerics Group PLC ("Flomerics" or the "Company") notes the announcement by Mentor Graphics Inc. (“Mentor”) on 9 June 2008 that as at 3.00pm on that date, the first closing date of the Mentor offer, valid acceptances had been received by Mentor representing only 2.44 per cent of Flomerics' existing issued share capital.

Given the Board's repeated recommendation that Flomerics shareholders should reject the Mentor offer as they believe it materially undervalues Flomerics shares, the Board are pleased to note Mentor have received such a low level of acceptances for its offer. 

Flomerics is a market leader and international brand in growth markets, led by an experienced management team whose focused strategy of investing in people and technology in 2006/7 has started to pay back. Those results are clearly evidenced by the trading statement for the first quarter of 2008, which was published on 27 May 2008, showing Adjusted Revenue up approximately 42% from Q1 2007 and Adjusted Profits up approximately £1.1million from the corresponding quarter of 2007.

The Flomerics Directors confirm that the estimates of Adjusted Revenue and Adjusted Profit reported on in the trading statement remain valid for the purposes of the Mentor offer and that BDO Stoy Hayward LLP and Jefferies International Limited (who reported thereon) have indicated that they have no objection to their reports continuing to apply. 

The Board also reiterates that the discussions with Autodesk, Inc. ("Autodesk"), which were confirmed on 6 June 2008, remain ongoing. Whilst there can be no certainty that an offer from Autodesk will be forthcoming, the Board, which has been so advised by Jefferies International Limited, continues to believe that the Mentor offer is wholly inadequate and therefore recommends shareholders to continue to reject it and take no action in relation to the Mentor offer.

Enquiries: 

Flomerics Shares in Issue

Pursuant to Rule 2.10 of the City Code, Flomerics confirms that it has 22,935,250 ordinary shares of one penny each in issue and admitted to trading on the Alternative Investment Market of the London Stock Exchange (ISIN GB0003436192).

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 Flomerics, 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 Flomerics, 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 Flomerics by a potential offeror or by Flomerics, or by any of their 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.

Other

Jefferies International Limited, which is authorised and regulated in the UK by The Financial Services Authority, is acting exclusively for Flomerics and no one else in connection with the Mentor Offer and, accordingly, will not be responsible to anyone other than Flomerics for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Mentor Offer or in relation to the contents of this document or any transaction or arrangement or other matter referred to herein.

Oriel Securities Limited ('Oriel Securities'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities or for giving advice in relation to such matters.

If you are in any doubt as to the action you should take in connection with the Mentor Offer, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

Note to Editors

Flomerics (www.flomerics.com) is a world-leading developer of engineering simulation software and services for analysis of fluid flow, heat transfer. Flomerics' business model is drastically different from traditional analysis because its software is designed to be embedded deeply into the design process and used by mainstream design engineers, not just by analysis specialists.