Restore Regulatory News (RST)

2 Oct 2006 07:02

GE Fanuc Embedded Systems, Inc.02 October 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE AVIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION FOR IMMEDIATE RELEASE 2 October 2006 RECOMMENDED CASH OFFER OF 410 PENCE PER SHARE FOR RADSTONE TECHNOLOGY PLC BY GE FANUC EMBEDDED SYSTEMS, INC. OFFER DOCUMENT POSTED Further to the announcement made on 18 September 2006 of a recommended cashoffer by GE Fanuc to acquire the entire issued and to be issued share capital ofRadstone, GE Fanuc announces that the offer document containing the full termsand conditions of the Offer dated 2 October 2006 (the "Offer Document") has beenposted to Radstone Shareholders today. If you hold Radstone Shares in certificated form, to accept the Offer, youshould complete, sign and return the Form of Acceptance, which accompanies yourOffer Document, in accordance with the instructions thereon and set out in theOffer Document as soon as possible and, in any event, so as to be received byCapita Registrars by no later than 3.00 p.m. (London time) on 23 October 2006. If you hold Radstone Shares in uncertificated form (that is, in CREST), toaccept the Offer you should accept the Offer electronically through CREST inaccordance with the instructions set out in the Offer Document so that the TTEInstruction settles by no later than 3.00 p.m. (London time) on 23 October 2006.If you hold Radstone Shares as a CREST sponsored member, you should refer toyour CREST sponsor as only your CREST sponsor will be able to send the necessaryTTE Instruction to CRESTCo. Copies of the Offer Document are available for inspection at the offices ofSlaughter and May, One Bunhill Row, London, EC1Y 8YY and will also be posted onGE Fanuc's website. Terms used in this announcement shall have the meaning given to them in theOffer Document. Enquiries: GE FanucMaryrose Sylvester (President and CEO) Tel: +1 434 978 5000Charles Alexander (President, GE Capital Europe) Tel: +44 (0)20 7302 6000 UBS Investment Bank (Financial adviser to GE Fanuc)Aidan Clegg Tel: +44 (0)20 7568 0000 Smithfield Financial (PR adviser to GE Fanuc)John Antcliffe Tel: +44 (0)20 7903 0665 RadstoneRhys Williams (Chairman) Tel: +44 (0)1327 359444Jeff Perrin (Chief Executive) Tel: +44 (0)1327 359444 Close Brothers (Financial adviser to Radstone)Andrew Cunningham Tel: +44 (0)20 7655 3100 JPMorgan Cazenove Limited (Corporate broker to Radstone)Julian Cazalet Tel: +44 (0)20 7588 2828 Buchanan Communications (PR adviser to Radstone)Tim Thompson Tel: +44 (0)20 7466 5000 UBS Investment Bank, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for GE Fanuc and no oneelse in connection with the Offer and will not be responsible to anyone otherthan GE Fanuc for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as financial adviser forRadstone and no one else in connection with the Offer and will not beresponsible to anyone other than Radstone for providing the protections affordedto its customers or for providing advice in relation to the Offer, the contentsof this announcement or any transaction or arrangement referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively as corporatebroker to Radstone and no one else in connection with the Offer and will not beresponsible to anyone other than Radstone for providing the protections affordedto its customers or for providing advice in relation to the Offer, the contentsof this announcement or any transaction or arrangement referred to herein. This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand (in the case of holders of certificated Radstone shares only) the Form ofAcceptance. The availability of the Offer to persons who are not resident inthe United Kingdom may be affected by the laws of the relevant jurisdiction inwhich they are resident. Persons who are not resident in the United Kingdom, orwho are subject to the laws of any jurisdiction other than the United Kingdom,should inform themselves about the laws of such jurisdiction and observe anyapplicable requirements. The Offer will be made in the United States pursuantto an exemption from the US tender offer rules provided by the US Exchange Actand in Canada pursuant to certain exemptions from the takeover bid requirementscontained in applicable securities regulations. This information is provided by RNS The company news service from the London Stock Exchange