Somero Regulatory News (SOM)

29 Feb 2008 07:01

Somero Enterprises Inc.29 February 2008 29 February 2008 THIS ANNOUNCEMENT MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR TO RESIDENTS, NATIONALS OR CITIZENS OF CANADA, JAPAN OR AUSTRALIA. Somero Enterprises, Inc. (R) CREST Admission Somero Enterprises, Inc. (R) ("Somero" or the "Company") is pleased to announcethat following its entry today into the CREST system, the Company's shareholderswill now, under certain conditions, be able to hold and transfer their commonstock in the Company electronically. The Company, using the services of Computershare Investor Services Plc (the "Depositary"), has established a depository interest facility whereby interestsrepresenting shares are issued to shareholders wishing to hold their shares inan electronic format within the CREST system. These interests, known asDepository Interests ("DIs"), are created through a trust deed executed by theDepositary. The underlying shares will continue to be traded, while the DIs aretransferred in the CREST system in settlement of those trades. Holders of DIshave the same rights as holders of common shares in the Company. There will beno change to the Company's ISIN number (USU834501038) as a result of this moveand both the shares and DIs will be represented by this number. CREST System CREST is an electronic paperless share transfer and settlement system whichallows shares and other securities (including DIs) to be held in electronicrather than paper form. The Company expects that entry into CREST willfacilitate faster and more efficient trade settlement. Admission to the CREST System Shares will be eligible for settlement through CREST in the form of DI's only ifthey fulfil certain criteria established by the Company as well as meeting theseparate requirements of the CREST system. In order for shareholders of the Company's common stock to be eligible to settlethrough CREST, they must complete a Declaration Form to certify that theirshares are not "restricted securities" under the regulations of the USSecurities and Exchange Commission ("SEC"). For example, in most cases, sharesissued by the Company at least 12 months prior to today's date in an offeringoutside of the US pursuant to SEC Regulation S will no longer be "restrictedsecurities." Furthermore, the shareholder must not be (and must not have beenin the prior three months) an affiliate of the Company (as discussed below). Shareholders who would like to deposit their shares into the CREST system shouldcontact the Depositary to determine whether their shares are CREST eligible andto obtain a copy of the Declaration Form. Contact details for the Depositaryare as follows: Computershare Investor Services (Channel Islands) Limited PO Box 83, Ordnance House31 Pier RoadSt HelierJE4 8PW Contact: Nicola Baird / Gemma BaretteTel: +44 1534 825 337 / 825 294Email: nicola.baird@computershareci.com / gemma.barette@computershareci.com In order to deposit shares into the CREST system, shareholders must submit thecompleted Declaration Form and the related stock certificate to the Registrar.Provided that the shares are eligible for CREST, the Registrar will issue a new,un-legended stock certificate that will be returned to the submittingshareholder or broker. The shareholder or broker must then submit theun-legended stock certificate together with a CREST Stock Deposit Form to theCREST counter. Any Stock Deposit Form that is submitted with a legended stockcertificate will be rejected and returned to the submitting shareholder orbroker. Affiliates Directors, executive officers and significant shareholders (generallyshareholders who own 10% or more of the outstanding shares) are treated as"affiliates" under U.S. law and are subject to different restrictions and willnot be eligible to deposit their shares in the CREST system at this time. Inaddition, shares acquired from an affiliate will be "restricted securities" fora period of 12 months. Affiliates and shareholders that have acquired sharesfrom an affiliate should contact the Company or the Depositary to ensureappropriate handling of any share transfers. Certificated Shares Shareholders who do not wish to deposit their shares into CREST may continue tohold them in certificated form. Further, if a shareholder subsequently wishesto remove shares from the CREST system, certificates representing the shareswill be re-issued. Notifiable Interests Shareholders who change through a single percentage (by a way of increase ordecrease) their legal or beneficial interests whether direct or indirect, in aholding of shares, where the resultant holding is greater than 3% of the issuedshare capital of the Company (a notifiable interest) are request to forwarddetails of such notifiable interests to the Company at its offices at 82Fitzgerald Drive, Jaffrey, New Hampshire 03452, U.S.A., fax: 001-603-532-5930 oremail ACartier@somero.com. Stamp Duty Reserve Tax The DIs will be subject to stamp duty reserve tax (SDRT) because they do notmeet all the criteria set out for the SRT exemption granted in The Stamp DutyReserve Tax (UK Depository Interests in Foreign Securities) Regulations 1999 (SI1999/2383 as amended by SI 2000/1871 and SI 2001/3779). About Somero Somero(R) designs, manufactures and sells equipment that automates the processof spreading and leveling large volumes of concrete for commercial flooring andother horizontal surfaces, such as paved parking lots. Somero's innovative,proprietary products, including the large SXP(R) Laser Screed(R), CopperHead(R)and new Mini ScreedTM employ laser-guided technology to achieve a high level ofprecision. Its products have been sold primarily to concrete contractors for use innon-residential construction projects in over 50 countries across every timezone around the globe. Laser Screed equipment has been specified for use inconstructing warehouses, assembly plants, retail centres and in other commercialconstruction projects requiring extremely flat concrete slab floors by a varietyof companies, such as Costco, Home Depot, B&Q, DaimlerChrysler, variousCoca-Cola bottling companies, the United States Postal Service, Lowe's, and Toys'R' Us. Somero's headquarters are located in New Hampshire, USA. It operates amanufacturing facility in Michigan, USA, and has a sales and service office inChesterfield, England. Somero has over 150 employees and markets and sells itsproducts through a direct sales force, external sales representatives, andindependent dealers in North America, Latin America, Europe, the Middle East,South Africa, Asia and Australia. Somero is listed on the Alternative InvestmentMarket of the London Stock Exchange and its trading symbol is SOM.L. This announcement does not constitute or form part of any offer or invitation tosell, or any solicitation of any offer to purchase, any securities of the "Company". This announcement may not be released, published or distributed in or into theUnited States, Canada, Japan or Australia or to US Persons (as defined inRegulation S under the US Securities Act of 1933, as amended (the "US SecuritiesAct")) or to residents, nationals or citizens of Canada, Japan or Australia.The distribution of this announcement in certain other jurisdictions may also berestricted by law and persons into whose possession this announcement or anydocument or other information referred to herein comes should inform themselvesabout and observe any such restriction. Any failure to comply with theserestrictions may constitute a violation of the securities laws of any suchjurisdiction. No securities of the Company have been registered under the US Securities Act.No securities of the Company may be offered or sold in the United States or toUS persons (as defined in Regulation S under the US Securities Act) exceptpursuant to an effective registration statement under the US Securities Act orpursuant to an available exemption from the registration requirements under theUS Securities Act. No securities of the Company have been registered under the applicablesecurities laws of Australia, Canada or Japan and may not be offered or soldwithin Australia, Canada or Japan or to, or for the account or benefit ofcitizens or residents of Australia, Canada or Japan. ENDS This information is provided by RNS The company news service from the London Stock Exchange