14 Oct 2010 07:00
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
14 October 2010
CASH OFFER FOR SHARES IN MOUNT ENGINEERING PLC ("MOUNT") BY REDHALL GROUP PLC
ANNOUNCEMENT OF LEVELS OF ACCEPTANCE AND LAPSE OF OFFER
On 22 September 2010, Redhall Group plc ("Redhall") announced the terms of a cash offer (the "Offer") to be made by Redhall for the entire issued and to be issued share capital of Mount (excluding Treasury Shares). Terms used but not defined in this announcement shall have the same meaning given to them in the Offer Document.
Redhall announces that, as at 1.00p.m. (London time) on 13 October 2010 ("First Closing Date"), being the latest time and date for acceptance of the Offer, valid acceptances of the Offer had been received from Mount Shareholders in respect of a total of 2,315,667 Mount Shares, representing approximately 9.87 per cent. of the existing Mount Shares. Of the acceptances received, a total of 2,131,834 Mount Shares, representing approximately 9.09 per cent. of the existing Mount Shares, were subject to irrevocable commitments procured by Redhall or any of its associates. Neither Redhall nor any of its associates has any outstanding irrevocable commitments or letters of intent in relation to any relevant securities of Mount.
Neither Redhall nor any person acting in concert with Redhall has an interest in or in respect of which he has a right to subscribe for, or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, Mount Shares, nor has Redhall or any person acting on concert with Redhall borrowed or lent any Mount Shares during the Offer Period.
As Redhall has received valid acceptances in respect of a total of less than 90 per cent. of the Mount Shares as at the First Closing Date, Redhall confirms that the Offer will not be declared unconditional as to acceptances, has lapsed with effect from the First Closing Date and is no longer capable of acceptance. All acceptances of the Offer received to date are of no effect and any Mount Shareholders who have accepted the Offer will cease to be bound by their acceptances.
In respect of Mount Shares held in certificated form, the relevant Form of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post (or such other method as maybe approved by the Panel) within 14 days of the Offer lapsing to the person or agent whose name and address is set out in the relevant Form of Acceptance or, if none is set out, to the first-named holder at his registered address provided that no such documents will be sent to an address in any Restricted Jurisdiction.
In respect of Mount Shares held in uncertificated form (that is, in CREST), Capita Registrars will, immediately after the lapsing of the Offer (or within such longer period as the Panel may permit, not exceeding 14 calendar days from the lapsing of the Offer), give TFE Instruction instructions to Euroclear to transfer all relevant Mount Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of Mount Shareholders concerned.
Enquiries:
Redhall Tel: 01924 385386
David Jackson, Executive Chairman
Simon Foster, Group Chief Executive
John O'Kane, Group Finance Director
Altium (Financial Adviser and corporate broker to Redhall) Tel: 0845 505 4343
Simon Lord
Paul Lines
Buchanan (Financial PR to Redhall) Tel: 020 7466 5000
Tim Anderson
Isabel Podda
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 this announcement 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 this announcement.
Altium has given and not withdrawn its consent to the issue of this announcement with the inclusion of the references to its name in the form and context in which they appear.
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 the solicitation of an offer to 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.
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 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.
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 Shareholder should consult his professional adviser in the relevant jurisdiction.
The Redhall Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Redhall 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.
Publication on websites and availability of hard copies
A copy of this announcement will be available on Redhall's website at www.redhallgroup.co.uk by no later than 12 noon London time on 14 October 2010.
You may request a hard copy of this announcement, free of charge, by contacting Chris Lewis-Jones on 01924 385 386.
14 October 2010