Offer Update
General Electric Company
1 July 2002
1 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. ARE DECLARED
UNCONDITIONAL IN ALL RESPECTS
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'), announces
that all the conditions of the Offers made by J.P. Morgan plc ('JPMorgan') on
behalf of GEMST have now been satisfied or waived. This follows the Offers
becoming unconditional as to acceptances on 11 June 2002.
Accordingly, the Offers are declared unconditional in all respects. The Offers
(including the Loan Note Alternative) will remain open until further notice.
Settlement for Druck Shareholders who have validly accepted the Offers will be
despatched within 14 days of today's date, and within 14 days of receipt in the
case of valid acceptances received after today's date and while the Offers
remain open for acceptance.
GEMST intends to acquire compulsorily all outstanding Druck Shares under the
provisions of Sections 428 to 430F (inclusive) of the Companies Act 1985.
For information purposes only, Druck Shareholders are reminded that they will be
entitled to receive and retain a special interim dividend of 2p per Druck Share,
which will be paid in lieu of a final dividend for the year ended 31 March 2002
to Druck Shareholders on the register of members of Druck at the close of
business on 28 June 2002 (being the business day immediately preceding today's
date, being the date on which the Offers have been declared unconditional in all
respects). In accordance with the standard practice of the London Stock
Exchange, the Druck Ordinary Shares will not be declared 'ex' the entitlement to
the special dividend until 3 July 2002.
Proposals to option holders were posted on 21 June 2002.
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 directors of GEMST and Richard Pease, president of GEMST, accept
responsibility for the information contained in this announcement. To the best
of the knowledge and belief of the directors and the president of GEMST (who
have taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
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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