Offer Update
General Electric Company
5 July 2002
5 July 2002
RECOMMENDED CASH OFFERS BY J.P. MORGAN PLC ON BEHALF OF GE MEASUREMENT & SENSING
TECHNOLOGIES HOLDINGS, INC. ('GEMST') FOR DRUCK HOLDINGS P.L.C.
COMPULSORY ACQUISITION OF OUTSTANDING DRUCK SHARES
Not for release, publication or distribution in or into the United States,
Canada, Japan or Australia.
GEMST, a wholly owned subsidiary of General Electric Company ('GE'), has today
posted compulsory acquisition notices, pursuant to section 429(4) of the
Companies Act 1985, to shareholders in Druck who have not accepted its Offers
for the entire issued and to be issued share capital of Druck. The transfer of
shares pursuant to the compulsory acquisition procedure is expected to take
place on or shortly after 17 August 2002.
The Offers remain open for acceptance until further notice.
Definitions used in the Offer Document dated 21 May 2002 have the same meanings
when used in this announcement, unless the context requires otherwise.
ENQUIRIES
JPMorgan 020 7600 2300
Mark Breuer
Eamon Brabazon
The Offers (including the Loan Note Alternative) are not being made, directly or
indirectly, in or into, the United States, Canada, Japan or Australia and this
announcement is not an extension of the Offers into the United States, Canada,
Japan or Australia. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent into or from the United
States, Canada, Japan or Australia.
The Loan Notes will not be listed on any stock exchange and have not been, and
will not be, registered under the Securities Act or under the securities laws of
any state of the United States; the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada; no
prospectus in relation to the Loan Notes has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission and no steps
will be taken to enable the Loan Notes to be offered in compliance with the
applicable securities laws of Japan or any other jurisdiction outside the United
Kingdom. Accordingly the Loan Notes may not (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Japan or Australia or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, a Restricted Overseas Person.
JPMorgan has authorised the issue of this document solely for the purposes of
section 21 of the Financial Services and Markets Act 2000.
JPMorgan, which is regulated in the United Kingdom by the Financial Services
Authority Limited, is acting for GEMST and GE and no one else in connection with
the Offers and will not be responsible to anyone other than GEMST and GE for
providing the protections afforded to customers of JPMorgan nor for giving
advice in relation to the Offers.
END
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