Offer Document Posted
Elektron PLC
28 September 2006
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, Republic of South Africa or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction
For immediate release 28 September 2006
Recommended Offer
by Beaumont Cornish Limited ('Beaumont Cornish')
on behalf of Elektron plc ('Elektron')
for Howle Holdings plc ('Howle')
Further to the announcement made earlier today, Elektron announces that the
offer document containing the full terms and conditions of the Offer (the 'Offer
Document') has today been posted to Howle Shareholders, together with the Form
of Acceptance.
Copies of the Offer Document and the Form of Acceptance are available for
inspection (during normal business hours only) from Beaumont Cornish, 5th Floor,
10-12 Copthall Avenue, London EC2R 7DE throughout the period during which the
Offer remains open for acceptance.
Terms defined in the Offer Document have the same meaning in this announcement.
Enquiries
Elektron
Tel: 07966 116664
Adrian Girling, Executive Chairman
Beaumont Cornish (Financial advisor to Elektron)
Tel: 020 7628 3396
Roland Cornish
Howle
Tel: 07808 320855
Matthew Chaloner, Chief Executive of Howle
City Financial Associates Limited (Financial advisor to Howle)
Tel: 0207 090 7800
Ross Andrews
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Elektron and for
no-one else in connection with the Offer and will not be responsible to anyone
other than Elektron for providing the protections afforded to customers of
Beaumont Cornish Limited, nor for providing advice in relation to the Offer or
any matters referred to herein.
This Announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or subscribe for any securities. The Offer
will be made solely by the Offer Document and the Form of Acceptance, which
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted. The availability of the Offer to persons not resident in
the United Kingdom may be affected by the laws of the jurisdictions in which
they are resident. Persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe any
applicable legal and regulatory requirements.
The Offer referred to in this announcement is not being made, directly or
indirectly, in or into, or by use of the postal services or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any facilities of a
national, state or other securities exchange of, the United States, Canada,
Australia, Republic of South Africa or Japan or any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction, and
the Offer cannot be accepted by any such use, means or instrumentality or
otherwise from or within the United States, Canada, Australia, Republic of South
Africa or Japan or any other such jurisdiction and doing so may render invalid
any proposed acceptance of the Offer.
If you are in any doubt about the Offer or the action you should take, you
should consult an independent financial advisor authorised under the Financial
Services and Market Act 2000 if you are resident in the United Kingdom or, if
not, from another appropriately authorised independent financial advisor, who
specialises in advising on the acquisition of shares and other securities.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in one per cent.
or more of any class of 'relevant securities' of Howle or Elektron, all
'dealings' in any 'relevant securities' of Howle or Elektron (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 3.30 pm (London time)
on the London 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, lapses or is otherwise withdrawn or
on which the 'Offer Period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Howle or Elektron, they will
be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Elektron or Howle by Elektron or Howle, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London 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, and the number of such securities
in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'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 agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to the application of Rule 8 of the
Code to you, please contact an independent financial adviser duly authorised
under the Financial Services and Markets Act 2000, consult the Panel's website
at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)
20 7382 9026 or fax number +44 (0) 20 7236 7005. If you are in any doubt as to
whether or not you are required to disclose a 'dealing' under Rule 8 of the
Code, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange