Oxford Instruments Regulatory News (OXIG)

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

FOR IMMEDIATE RELEASE

10 January 2014

RECOMMENDED CASH OFFER

FOR

ANDOR TECHNOLOGY PLC ("ANDOR")

BY

OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED ("OINTH")

A WHOLLY-OWNED SUBSIDIARY OF OXFORD INSTRUMENTS PLC

Offer update

On 10 December 2013 the boards of Oxford Instruments plc and Andor announced that they had reached agreement on the terms of a recommended cash offer to be made by OINTH, a wholly-owned subsidiary of Oxford Instruments plc (together with OINTH, "Oxford Instruments"), for the entire issued and to be issued share capital of Andor (the "Offer").

The full terms of, and conditions to, the Offer together with the procedures for acceptance were set out in the offer document issued by Oxford Instruments on 17 December 2013 (the "Offer Document") and, in respect of Andor Shares held in certificated form, in the Form of Acceptance.

Terms and expressions used in this announcement shall, unless the context requires otherwise, have the same meanings as given to them in the Offer Document.

As set out in the Offer Document, the Offer is conditional upon, inter alia, the German Federal Cartel Office approving the consummation of the Offer under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) (the "GWB") unconditionally or, if approved with conditions, on such conditions reasonably satisfactory to OINTH.

On 9 January 2014 Oxford Instruments received confirmation from the German Federal Cartel Office that it has approved the consummation of the Offer under the GWB without conditions. Accordingly condition 1(b) of the Offer, as set out in Part A of Appendix 1 to the Offer Document, has been satisfied. 

As set out in the announcement issued by Oxford Instruments on 8 January 2014, the Offer, which remains subject to the terms and conditions set out in the Offer Document, will remain open for acceptances until 1.00 p.m. (London time) on 21 January 2014.

Enquiries:

This announcement is not intended to and does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Andor Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Andor Shareholders should carefully read the Offer Document (and, if they hold their Andor Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

Evercore is acting as lead financial adviser to Oxford Instruments on the Offer, with J.P. Morgan Cazenove acting as joint financial adviser and broker.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Oxford Instruments and no one else in connection with the Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker exclusively for Oxford Instruments and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the matters referred to in this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.