Restore Regulatory News (RST)

13 Nov 2006 12:42

GE Fanuc Embedded Systems, Inc.13 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 13 November 2006 GE FANUC EMBEDDED SYSTEMS, INC. OFFER FOR RADSTONE TECHNOLOGY PLC DECLARED UNCONDITIONAL AS TO ACCEPTANCES On 2 October 2006, GE Fanuc Embedded Systems, Inc. made a recommended cash offer(the "Offer") to acquire the entire issued and to be issued ordinary sharecapital of Radstone Technology plc for 410 pence per Radstone Share in cash. In accordance with the conditions of the Offer, the Board of GE Fanuc hasdecided to waive the requirement to receive acceptances in respect of not lessthan 90 per cent. in nominal value of the Radstone Shares to which the Offerrelates and not less than 90 per cent. of the voting rights carried by thoseRadstone Shares and has decided to declare the Offer unconditional as toacceptances having received acceptances in respect of Radstone Shares carrying,in aggregate, more than 50 per cent. of the voting rights exercisable at ageneral meeting of Radstone. Accordingly, GE Fanuc announces that the Offer is now unconditional as toacceptances and will remain open for acceptances until further notice. Untilsuch time as GE Fanuc declares the Offer wholly unconditional, the Offer remainssubject to the other terms and conditions set out in Appendix I to the OfferDocument. The Directors of GE Fanuc are pleased to announce that, as at 3.00 p.m. on 10November 2006, valid acceptances of the Offer had been received in respect of atotal of 24,248,321 Radstone Shares, representing approximately 79.92 per cent.of the existing issued share capital of Radstone. As at 2 October 2006, being the date on which the Offer Document was posted, GEFanuc has received irrevocable undertakings to accept the Offer from theRadstone Directors in respect of all the Radstone Shares in which they arebeneficially interested amounting in aggregate to 582,512 Radstone Shares,representing approximately 1.8 per cent. of the existing issued and to be issuedshare capital of Radstone and a further 328,288 Radstone Shares to which theymay become entitled under the Radstone Share Schemes, representing approximatelya further 1.0 per cent. of the existing issued and to be issued share capital ofRadstone. Valid acceptances have been received in respect of 578,277 of theRadstone Shares in which the Radstone Directors are beneficially interested, outof a total of 582,512 Radstone Shares in aggregate. 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 by post or by hand to Capita Registrars atCorporate Actions, The Registry, 34 Beckenham Road, Beckenham Kent, BR3 4TH. Ifyou hold your Radstone Shares in uncertificated form (that is, in CREST) you areurged to accept the Offer by TTE instructions as soon as possible. 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. Terms used in this announcement shall have the meaning given to them in theOffer Document dated 2 October 2006, unless the context requires otherwise. Enquiries: GE Fanuc Maryrose 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 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. 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