Restore Regulatory News (RST)

7 Nov 2006 07:02

GE Fanuc Embedded Systems, Inc.07 November 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 A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION 7 November 2006 GE FANUC EMBEDDED SYSTEMS, INC. SECOND CLOSING DATE - OFFER FOR RADSTONE TECHNOLOGY PLC EXTENDED TO 27 NOVEMBER 2006 1. Level of acceptances On 2 October 2006, GE Fanuc Embedded Systems, Inc. made a recommended cash offerto acquire the entire issued and to be issued ordinary share capital of RadstoneTechnology PLC for 410 pence per Radstone Share in cash. The Directors of GE Fanuc are pleased to announce that, as at 3.00 p.m. on 6November 2006, being the second closing date of the Offer, valid acceptances ofthe Offer had been received in respect of a total of 23,744,262 Radstone Shares,representing approximately 78.26 per cent. of the existing issued share capitalof Radstone. As at 2 October 2006, being the date on which the Offer Document was posted, GEFanuc had received irrevocable undertakings to accept the Offer from theRadstone Directors, who are acting in concert with GE Fanuc, in respect of allthe Radstone Shares in which they are beneficially interested amounting inaggregate to 582,512 Radstone Shares, representing approximately 1.8 per cent.of the existing issued and to be issued share capital of Radstone and a further328,288 Radstone Shares to which they may become entitled under the RadstoneShare Schemes, representing approximately a further 1.0 per cent. of theexisting issued and to be issued share capital of Radstone. Valid acceptances have been received in respect of 578,277 of the RadstoneShares in which the Radstone Directors are beneficially interested, of a totalof 582,512 Radstone Shares in aggregate. Save as disclosed in this announcement, neither GE Fanuc nor any person actingin concert with it for the purposes of the Offer has an interest in (or a rightto subscribe for or any short positions (whether conditional or absolute andwhether in the money or otherwise), including any short positions under aderivative, any agreement to sell or any delivery obligation or right to requireanother person to purchase or take delivery in respect of) or has borrowed orlent (save for any borrowed shares which have either been on-lent or sold) anyRadstone Shares. 2. Extension of the Offer GE Fanuc is pleased to announce that significant progress is being made towardsthe satisfaction of the terms and conditions of the Offer including thoserelating to competition and regulatory approvals, several of which have alreadybeen obtained. The Offer, which remains subject to the terms and conditions set out in theOffer Document, is being extended for 21 days and will remain open foracceptance until the next closing date which will be 3.00 p.m. on 27 November2006. Any further extensions of the Offer will be publicly announced by 8.00a.m. on the business day following the day on which the Offer was otherwise dueto expire, or such later time or date as the Panel may agree. Radstone Shareholders who have not yet accepted the Offer and who hold RadstoneShares in certificated form are urged to complete, sign and return the Form ofAcceptance as soon as possible and, in any event, so as to be received by postor by hand by Capita Registrars at Corporate Actions, The Registry, 34 BeckenhamRoad, Beckenham Kent, BR3 4TH no later than 3.00 p.m. (London time) on 27November 2006. If you hold your Radstone Shares in uncertificated form (thatis, in CREST) you are urged to accept the Offer by TTE instructions as soon aspossible and, in any event, so as to be settled not later than 3.00 p.m. on 27November 2006. Terms used in this announcement shall have the meaning given to them in theOffer Document dated 2 October 2006. 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 359444 Jeff 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 only on the basisof the information contained or referred to in the Offer Document and (in thecase of holders of certificated Radstone Shares only) the Form of Acceptance.The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare resident. Persons who are not resident in the United Kingdom, or who aresubject to the laws of any jurisdiction other than the United Kingdom, shouldinform themselves about the laws of such jurisdiction and observe any applicablerequirements. The Offer will be made in the United States pursuant to anexemption from the US tender offer rules provided by the US Exchange Act and inCanada 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