Offer Update
Elektron PLC
19 October 2006
Not for release, publication or distribution in or into the United States of
America, Canada, Australia, Republic of South Africa or Japan
For immediate release 19 October 2006
Recommended Offer
by Beaumont Cornish Limited ('Beaumont Cornish')
on behalf of Elektron plc ('Elektron')
for Howle Holdings plc ('Howle')
All Offer conditions satisfied or waived save for Admission
On 28 September 2006, Elektron announced the terms of a recommended offer to
acquire the entire issued and to be issued ordinary share capital of Howle (the
'Offer'). The Offer Document setting out the full terms of the Offer was posted
to Howle Shareholders on 28 September 2006.
Terms defined in the Offer Document have the same meaning in this announcement.
The Board of the Elektron announces that, save for the Admission, all other
conditions of the Offer made by Beaumont Cornish on its behalf for the whole of
the issued share capital of Howle have now been satisfied or waived. The Offer
will become unconditional in all respects upon Admission. Admission is expected
to take place on 23 October 2006. The Offer will remain open until further
notice.
Level of acceptances and ownership
The Board of Elektron announces that by 1.00 p.m. on 19 October 2006, being the
First Closing Date of the Offer, Elektron had received valid acceptances of the
Offer in respect of a total of 27,562,858 Howle Shares, representing
approximately 94.95 per cent. of the issued ordinary share capital of Howle.
Prior to the posting of the Offer Document on 28 September 2006, Elektron had
received irrevocable undertakings to accept or procure acceptance of the Offer
from all of the Howle Directors and their connected persons and family members
in respect of their entire holdings of, in aggregate, 5,625,108 Howle Shares,
which represent 19.38 per cent. of Howle's entire issued ordinary share capital.
Valid acceptances have been received in respect of all of these Howle Shares
subject to these irrevocable undertakings and are included in the total of valid
acceptances referred to above. In addition, Elektron had also received prior to
the posting of the Offer Document irrevocable undertakings to accept or procure
acceptance of the Offer from certain Howle Shareholders in respect of their
beneficial interests in a further 14,235,477 Howle Shares, representing 49.04
per cent. of Howle's entire issued ordinary share capital. Valid acceptances
have been received in respect of all of these Howle Shares subject to these
irrevocable undertakings and are included in the total of valid acceptances
referred to above.
Save as disclosed above, neither Elektron, nor any of the Elektron Directors,
nor any member of their respective immediate families or related trusts, nor any
person acting in concert with Elektron (including Beaumont Cornish), nor any
person with which Elektron has an arrangement, owned or controlled or (in the
case of Elektron Directors, their immediate families and related trusts) was
interested, directly or indirectly, in any relevant securities of Howle nor has
any such person borrowed nor lent such shares nor has any such person any short
positions (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery prior to the commencement of the Offer Period on 28 September
2006, or has either acquired or agreed to acquire any Howle Shares or rights
over Howle Shares since then.
No Howle Shares have been borrowed or lent by Elektron or any person acting in
concert with it.
Compulsory purchase and delisting
As set out in Paragraph 14 of Part 2 of the Offer Document, Elektron stated that
if Elektron receives acceptances under the Offer in respect of 90 per cent. or
more of the Howle Shares to which the Offer relates, Elektron intends to
exercise its right pursuant to the provisions of Schedule 2 of the Takeovers
Directive (Interim Implementation) Regulations 2006 to acquire compulsorily the
remaining Howle Shares to which the Offer relates on the same terms as the
Offer.
As soon as it is appropriate and possible to do so, Elektron intends to procure
that Howle applies to the Financial Services Authority for the cancellation of
the listing of Howle Shares on the Official List and to the London Stock
Exchange for the cancellation of the admission of Howle Shares on its market for
listed securities. Shareholders should note that, following delisting, Howle
Shares will no longer be quoted on the Official List of the London Stock
Exchange. Accordingly, it is likely that the market in Howle Shares will be
highly illiquid. In connection with the delisting, the Company also intends to
withdraw Howle Shares from CREST.
Admission condition
Application has been made for the admission of 7,993,202 New Elektron Shares to
trading on AIM and it is expected that these New Elektron Shares will be
admitted to trading on AIM and that dealings in those shares will commence on 23
October 2006.
To accept the Offer
Howle Shareholders who have not accepted the Offer are urged to do so as soon as
possible. To accept the Offer in respect of Howle Shares held in certificated
form, the Form of Acceptance should be completed, signed and returned in
accordance with the instructions set out in the Offer Document and on the Form
of Acceptance as soon as possible to Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of
Acceptance are available from Capita Registrars on 0870 162 3121 or, if calling
from outside the United Kingdom, on +44 20 8639 2157.
To accept the Offer in respect of Howle Shares held in uncertificated form (that
is, in CREST), Howle Shareholders should follow the procedure set out in
paragraph 17(b) of the letter from Beaumont Cornish contained in Part 2 of the
Offer Document.
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
ALIR