Flowtech Fluid. Regulatory News (FLO)

2 Jun 2008 07:00



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

FOR IMMEDIATE RELEASE 2 June 2008

FLOMERICS GROUP PLC

Statement re: Unsolicited Offer

The Board of Directors of Flomerics Group PLC ('Flomerics' or the 'Company') notes the statement by Mentor Graphics, Inc. ('Mentor') that it has posted a letter, dated 30 May 2008, to Flomerics shareholders.

The Board of Directors of Flomerics have reviewed the Mentor letter, and in light of the fact that they believe it is misleading, intend to issue a response as soon as possible.

The Board of Directors of Flomerics continue to believe the Offer undervalues the Company and are actively assessing other alternatives available to the Company, including potential interest expressed by a number of other parties.

Any discussions with other interested parties are at an early stage and there can be no certainty that an alternative offer will be forthcoming. However, shareholders are strongly recommended to take no action at this stage.

Enquiries:

Flomerics Group PLC  Tel: 020 8487 3000

Gary Carter

Keith Butcher

Jefferies International Ltd Tel: 020 7029 8000

Andres Pieczanski

Sarah McNicholas

Oriel Securities Ltd Tel: 020 7710 7600

Andrew Edwards

Michael Shaw

Citigate Dewe Rogerson Tel: 020 7638 9571

Ginny Pulbrook

Seb Hoyle

  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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 Nestor, 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. 

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.