14 Oct 2010 12:03
MOUNT ENGINEERING PLC
("Mount Engineering", "Mount" or the "Mount Group")
Offer Update
The Board of Mount has noted today's announcement by Redhall Group plc ("Redhall") confirming that its offer has lapsed with effect from 13 October 2010, that its offer is no longer capable of acceptance and that any Mount Shareholders who have accepted their offer will cease to be bound by their acceptances.
As previously announced, under the terms of the irrevocable undertakings given to Redhall, the Mount Directors had accepted the Redhall offer in respect of their entire beneficial holdings of 2,086,000 Mount shares and these acceptances could not be withdrawn other than in the event of the Redhall Offer lapsing or being withdrawn. Following Redhall's announcement, the Mount Directors are no longer bound by these undertakings.
The Mount Directors re-iterate their recommendation of the Cooper Controls Offer and confirm that they intend to accept the Cooper Controls Offer in respect of their entire beneficial holdings of 2,086,000 Mount Shares, representing, in aggregate, approximately 8.89 per cent. of the existing issued share capital of Mount (excluding Treasury Shares).
For further information contact:
Mount Engineering plc
Alan McClue (Chairman) 07791 546798
David Stanham (Chief Executive) 07834 046121
Nominated Adviser & Financial Adviser
Charles Stanley Securities 0207 149 6000
Mark Taylor / Marc Milmo / Carl Holmes
Disclosure Requirements of the Code
Charles Stanley Securities, 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 Mount and/or Cooper 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 Cooper, or the Enlarged Group's operations; and (iii) the effects of government regulation on Mount 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 Cooper. 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 Mount or Cooper 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, Cooper 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 Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 pm (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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.2. 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.
The Mount 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.