22 Sep 2010 17:33
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
22 September 2010
RECOMMENDED CASH OFFER
BY
REDHALL GROUP Plc
FOR
MOUNT ENGINEERING PLC
Posting of offer document
Today, the Boards of Redhall Group plc ("Redhall") and Mount Engineering plc ("Mount") announced that they had reached an agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Mount (excluding Treasury Shares) to be made by Redhall.
Redhall announces that the offer document (the "Offer Document") containing full terms of, and conditions to, the Offer is being posted today to Mount Shareholders and, for information only, to holders of options or awards under the Mount Share Option Scheme, together with the related Form of Acceptance (in respect of certificated Mount Shares). The Offer Document has also been published today on Redhall's website at www.redhallgroup.co.uk and on Mount's website at www.mountengineering.co.uk.
The Offer will initially remain open for acceptance until 1.00pm (London time) on 13 October 2010.
If you hold your Mount Shares in certificated form (that is, not in CREST), to accept the Offer you should complete, sign and return the Form of Acceptance (together with your share certificate(s) and/or any other documents of title) as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. (London time) on 13 October 2010 by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Additional Forms of Acceptance are available from Capita by telephoning 0871 664 0321 from within the UK or on +44 20 8639 3399 if calling from outside the UK. Calls to the Capita 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars +44 20 8639 3399 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Offer or give any financial, legal or tax advice in respect thereof.
If you hold your Mount Shares in uncertificated form (that is, in CREST), to accept the Offer you should follow the procedure for Electronic Acceptance through CREST so that the TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 13 October 2010. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE Instructions to Euroclear in relation to your Mount Shares.
Copies of the Offer Document and the Form of Acceptance are available for inspection, while the Offer remains open for acceptance, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Hammonds LLP at 7 Devonshire Square, London, EC2M 4YH.
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the announcement made in accordance with Rule 2.5 of the City Code in relation to the Offer, the Offer Document and the Form of Acceptance will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the following websites:
www.redhallgroup.co.uk
www.mountengineering.co.uk.
Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.
Enquiries:
Redhall Tel: 01924 385 386
David Jackson, Executive Chairman
Simon Foster, Chief Executive
John O'Kane, Group Finance Director
Altium Capital (Financial Adviser to Redhall) Tel: 0845 505 4343
Simon Lord
Paul Lines
Charles Stanley (Financial Adviser to Mount Engineering) Tel: 020 7149 6000
Mark Taylor
Carl Holmes
Buchanan (Financial PR to Redhall) Tel: 020 7466 5000
David Stanham, Chief Executive
Colin Ainger, Chairman
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer will be made solely through the Offer Document and, in the case of certificated Mount Shares, the Form of Acceptance accompanying the Offer Document, which will 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 in the Offer Document and, in the case of certificated Mount Shares, the Form of Acceptance.
Altium, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Redhall and no one else in connection with the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance and will not be responsible to anyone other than Redhall for providing the protections afforded to clients of Altium nor for providing advice in relation to the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance.
Charles Stanley, a trading division of Charles Stanley & Co. Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Mount and no one else in connection with the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance and will not be responsible for anyone other than Mount for providing the protections afforded to customers of Charles Stanley, nor for providing advice in relation to the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance.
This announcement may contain "forward-looking statements" concerning the Redhall Group and/or the Mount Group and/or the Enlarged Group. All statements other than statements of historical fact included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "will", "may", "targets", "plans", "continue", "believes", "expects", "intends", "anticipates", "aims", "estimates" or words or terms of similar substance or the negative thereof identify forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Redhall Group's, or the Enlarged Group's operations; and (iii) the effects of government regulation on the Redhall Group's or the Enlarged Group's business.
These forward-looking statements are not guarantees of future performance. They have not been reviewed by the auditors of Mount or of Redhall. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied to differ materially from those expressed in the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. All subsequent oral or written forward-looking statements attributable to the Redhall Group or the Mount Group or any of their members or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this document are based on information available to the relevant parties on the date of this document. Investors should not place undue reliance on forward-looking statements, and neither Mount, Redhall nor any members of their respective Group, directors undertake any obligation in respect of, and do not intend to update or revise any forward-looking statements, except as required by the City Code, Disclosure and Transparency Rules, AIM Rules and/or pursuant to any other applicable law.
Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of Mount must make an Opening Position Disclosure following the commencement of the Offer Period. 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 Mount. 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. Relevant persons who deal in the relevant securities of Mount prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Mount must make a Dealing Disclosure if the person deals in any relevant securities of Mount. 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 Mount, 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 Mount, they will be deemed to be a single person for the purpose of Rule 8.3.2. Effective 19 April 2010 Opening Position Disclosures must also be made by Mount and by Redhall and Dealing Disclosures must also be made by Mount and Redhall 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. 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.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by the laws and/or regulations of those jurisdictions and therefore any persons who are subject to the laws and/or regulations of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of any such jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction If any Mount Shareholder remains in any doubt such Mount Shareholders should consult his professional adviser in the relevant jurisdiction.
Unless otherwise determined by Redhall or required by the City Code and permitted by applicable laws and regulations, subject to certain exemptions, the Offer is not being, made, directly or indirectly, in or into and will not be capable of acceptance from or within, a Restricted Jurisdiction. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance and any other accompanying document must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise , distribute or send them in, into or from such jurisdiction as doing so may invalidate any purported acceptance of the Offer.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and/or regulations of jurisdictions outside the UK. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
To the extent permitted by applicable law and in accordance with normal UK practice, Redhall, or its nominee or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Redhall Shares other than pursuant to the Offer, such as in open market or privately negotiated purchases during the period in which the Offer remains open for acceptance. Such purchases, or arrangements to purchase, must comply with English law, the City Code, the AIM Rules and other applicable law.
The Redhall Directors accept responsibility for the information contained in this announcement, save that the only responsibility accepted by them in respect of the information in this announcement relating to Mount, which has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the best of the knowledge and belief of the Mount Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.