Recommended Offer for Protec

9 Nov 2005 17:03

Quadnetics Group PLC09 November 2005 Quadnetics Group PLC9 November 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, SOUTH AFRICA OR JAPAN RECOMMENDED OFFER FOR PROTEC PLC Offer Unconditional in all respects The Board of Quadnetics Group Plc ("Quadnetics") announces that the RecommendedAll Share Offer made by Brewin Dolphin Securities Ltd on behalf of Quadneticsfor Protec Plc ("Protec") has today been declared wholly unconditional, save forthe condition relating to admission of New Quadnetics Shares to AIM. As at 1.00pm on 9 November 2005, valid acceptances had been received in respectof 117,202,625 Protec Shares (representing approximately 73.01 per cent. ofProtec's issued share capital). Prior to the posting of the Offer Document, Quadnetics had received irrevocableundertakings from the Protec Directors and certain other Protec Shareholders toaccept the Offer in respect of, in aggregate, 99,758,979 Protec Sharesrepresenting 62.15 per cent. of the existing issued Protec Shares. Of theseirrevocable undertakings the Board has received valid acceptances from, inaggregate, 78,252,406 Protec Shares, representing 48.75 per cent. of theexisting issued Protec Shares. At a board meeting today 2,725,336 New Quadnetics Shares were allotted toholders of Protecs Shares who had validly accepted the Offer. As described in the Offer Document, as and when Quadnetics receives acceptancesunder the Offer in respect of, and/or otherwise acquires 90 per cent. or more ofthe Protec Shares to which the Offer relates, Quadnetics intends to exercise itsrights pursuant to the provisions of sections 428 to 430F of the Companies Act1985 to acquire compulsorily Protec Shares in respect of which acceptances havenot been received. Settlement of consideration Application will be made to the London Stock Exchange for the New QuadneticsShares to be admitted to trading on AIM: (i) in the case of acceptances received(complete in all respects) by 9 November 2005 on or around 3 days followingtoday's date; or (ii) in the case of acceptances received (complete in allrespects) after 9 November 2005 but while the Offer remains open, within 3 daysof allotment. The next allotment is expected to be made on 18 November, the nextclosing date of the Offer. Delivery of share certificates/CREST transfers Share certificates for New Quadnetics Shares will be despatched to ProtecShareholders who have validly accepted the Offer in respect of Protec Sharesheld in certificated form within 14 days. Transfer into CREST for Protec Shareholders who have accepted the Offer inrespect of Protec Shares held in within CREST will take place with 14 days. In addition Dennis Bate and Bob Westcott have today joined the board ofQuadnetics. Terms defined in the Offer Document dated 30 September 2005 shall, unless thecontext requires otherwise, have the same meanings in this announcement. Enquiries Quadnetics 01527 850080Russ Singleton, Chief ExecutiveNigel Poultney, Finance Director Brewin Dolphin Securities Ltd 0113 241 0130(Financial Adviser and Corporate Broker to Quadnetics)Neil BaldwinKeith Williams Protec 01923 211550Bill Moir, Chief Executive Teather & Greenwood 020 7246 9000(Financial Adviser and Corporate Broker to Protec)Jeff KeatingRob Naylor Media Enquiries Abchurch Communications 0207 398 7700Chris MundenAriane Comstive This information is provided by RNS The company news service from the London Stock Exchange