Offer Document Posted

RNS Number : 3104A

BAE SYSTEMS PLC

28 January 2011

 

For immediate release

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

28 January 2011

BAE SYSTEMS (HOLDINGS) LIMITED,

A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC

RECOMMENDED CASH OFFER FOR NORKOM GROUP PLC

Further to the announcement made on 14 January 2011, BAE Systems plc ("BAE Systems") and BAE Systems (Holdings) Limited ("BAE Systems Holdings") are pleased to announce that the Offer Document containing the full terms and conditions of BAE Systems Holdings' recommended cash offer for Norkom Group plc was posted today, Friday 28 January 2011, together with the related Form of Acceptance.

The first closing date of the Offer is 18 February 2011. To accept the Offer, the Form of Acceptance should be completed, signed and returned in accordance with the procedure set out in the Offer Document as soon as possible and in any event so as to be received by no later than 1.00 p.m. (Dublin time) on 18 February 2011.

Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of McCann FitzGerald, Riverside One, Sir John Rogerson's Quay, Dublin 2 and William Fry, Fitzwilton House, Wilton Place, Dublin 2 during usual business hours on any week day (Saturdays, Sundays and public holidays excepted) while the Offer remains open for acceptance.

BAE Systems Holdings has previously announced that its parent, BAE Systems plc, has acquired 18,000,000 Norkom Shares for cash at a price of €2.10 per share, representing just under 20.0 per cent. of Norkom's current issued share capital. As previously announced, BAE Systems Holdings has obtained irrevocable undertakings to accept (or procure the acceptance of) the Offer in respect of Norkom Shares representing approximately 42.2 per cent. of the current issued share capital of Norkom (and in respect of Norkom Shares issuable pursuant to Norkom Share Options and Norkom Share Awards which, when aggregated with such Norkom Shares, represent 45.0 per cent. of the entire issued share capital of Norkom on a fully diluted basis). On that basis, BAE Systems and BAE Systems Holdings have total aggregate interests of 62.2 per cent. in Norkom's current issued share capital (62.4 per cent. on a fully diluted basis). 

Definitions used in the Rule 2.5 Announcement dated 14 January 2011 have the same meaning when used in this announcement, unless the context requires otherwise.

Enquiries:

BofA Merrill Lynch	Tel:      [phone]
Financial adviser to BAE Systems and BAE Systems Holdings
Philip Noblet
Simon Gorringe
Chris Squire

Responsibility

The directors of BAE Systems and BAE Systems Holdings accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of BAE Systems and BAE Systems Holdings (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Financial Advisers

Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BAE Systems and BAE Systems Holdings and no one else in connection with the Offer and accordingly will not be responsible to anyone other than BAE Systems and BAE Systems Holdings for providing the protections afforded to clients of BofA Merrill Lynch nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

General

This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from such jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

Rule 8 of the Takeover Rules - Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Norkom, all "dealings" in any "relevant securities" of Norkom (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30pm (Dublin time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Norkom, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Norkom, by Norkom or BAE Systems Holdings, or by any of their respective "associates", during the Offer Period must be disclosed by no later than 12.00 noon (Dublin time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks in this paragraph, Dealing Disclosure Requirements, are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number [phone]; fax number [phone]

 

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