1 Oct 2010 07:09
MOUNT ENGINEERING PLC
("Mount Engineering", "Mount" or the "Group")
Response to statement of offer for the Company
The Board of Mount Engineering (the "Board") has noted the announcement by Cooper Controls (U.K.) Limited, a UK subsidiary of Cooper Industries plc ("Cooper") on 1 October 2010 making a cash offer for the entire issued and to be issued capital of Mount Engineering at 82 pence per Mount share.
As stated in the announcement by Cooper, pursuant to the terms and conditions of a non-solicitation and inducement fee agreement entered into by the Company with Redhall Group plc ("Redhall") the Board are at this time unable to make a formal recommendation of the Cooper offer for at least 5 days from receipt of the indication by Cooper that it intends to publically announce details of a formal offer for Mount Engineering, which was received by Mount on 30 September 2010.
The Board does however note that the cash offer of 82 pence per Mount share by Cooper, represents a premium of 17.1 per cent. to the Redhall offer of 70 pence per Mount Share. In addition, the Board also notes that following the announcement of Cooper's firm intention to make an offer at 82 pence all Mount shareholders, other than the Mount Directors and certain other senior management of Mount (whose beneficial holdings of 2,131,834 Mount Shares represent, in aggregate, 9.09 per cent. of Mount's issued share capital) who have provided Redhall with irrevocable undertakings or Letters of Intent are no longer bound by such undertakings in relation to the Redhall offer.
At this time the Board recommends that Shareholders take no action with regard to any offer for the Group.
A further announcement will be made in due course.
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
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.