Offer Update - Compulsory Acquisition
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
16 February 2011
FOR IMMEDIATE RELEASE
GENERAL ELECTRIC AUSTRIA GMBH
Recommended cash Offer by General Electric Austria GmbH (a wholly-owned subsidiary of General Electric Company) for the entire issued and to be issued share capital of Wellstream Holdings PLC
Offer update - compulsory acquisition of Wellstream Shares
On 13 December 2010, General Electric Company ("GE") announced the terms of a recommended cash offer (the "Offer") by its wholly-owned subsidiary, General Electric Austria GmbH ("GE Austria"), to acquire the entire issued and to be issued share capital of Wellstream Holdings PLC ("Wellstream"). The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by GE Austria on 20 December 2010 (the "Offer Document").
The Offer was declared wholly unconditional on 3 February 2011.
Compulsory acquisition
As at 1:00 p.m. (London time) on 16 February 2011, GE Austria had received valid acceptances from Wellstream Shareholders in respect of 98,512,217 Wellstream Shares representing approximately 97.84 per cent. of the existing issued share capital of Wellstream. Therefore, valid acceptances have been received in respect of more than 90 per cent. of the Wellstream Shares to which the Offer relates.
GE Austria announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 are today being posted to those Wellstream Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders") setting out GE Austria's intention to acquire compulsorily all remaining Wellstream Shares on the same terms as the Offer.
Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, being 30 March 2011, the Wellstream Shares held by Non-Assenting Shareholders who have not accepted the Offer by 30 March 2011 will be acquired compulsorily by GE Austria under the terms of the Offer and such Non-Assenting Shareholders will be entitled to 780 pence in cash for each Wellstream Share such Non-Assenting Shareholders hold on that date.
Delisting
Wellstream confirmed on 7 February 2011 that the 20 Business Days' notice period for the cancellation of the listing of Wellstream Shares on the Official List and the trading on the London Stock Exchange for listed securities had commenced.
Such cancellation of Wellstream's listing will significantly reduce the liquidity and marketability of any Wellstream Shares in respect of which the Offer has not been accepted at that time.
Procedure for acceptance of the Offer
The Offer remains open until further notice and at least 14 days' notice will be given of the closing of the Offer.
Wellstream Shareholders who have not yet accepted the Offer are urged to do so immediately.
To accept the Offer in respect of Wellstream Shares held in certificated form, Wellstream Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document.
To accept the Offer in respect of Wellstream Shares held in uncertificated form (that is, in CREST), Wellstream Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document. If Wellstream Shareholders hold their Wellstream Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on GE's website at www.gereports.com/takeover-offer and Wellstream's website at www.wellstream.com/microsite by no later than 12 noon on 17 February 2011. Copies of the Offer Document and Form of Acceptance are also available for inspection on these websites.
For further information in relation to the Offer, please refer to the Offer Document and GE Austria's announcement declaring the offer wholly unconditional on 3 February 2011.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
Enquiries
GE and GE Austria
Anne Eisele (GE Press Relations) +1 203 373 3061
Nigel O'Connor (GE Oil & Gas Press Relations) +44 1252 687 685
Trevor Schauenberg (GE Investor Communications) +1 203 373 2424
Goldman Sachs International +44 20 7774 1000
(Sole financial adviser to GE and GE Austria)
Luca Ferrari, Nimesh Khiroya
This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in the case of certificated shares only, the Form of Acceptance. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.
The availability of the Offer to Wellstream Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements.
Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for GE and GE Austria and no-one else in connection with the Offer and will not be responsible to anyone other than GE and GE Austria for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
Notice to US Holders of Wellstream Shares
The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The Offer is being made in the United States pursuant to applicable US tender offer rules and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments and withdrawal rights, that are different from those applicable to tender offers made solely in accordance with US procedures and law.
In accordance with normal UK practice and Rule 14e-5(b) of the US Exchange Act, GE, GE Austria and/or their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Wellstream Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International will continue to act as an exempt principal trader in Wellstream Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as required in the UK. The required information will be reported to a Regulatory Information Service of the UK Listing Authority, will be available on the London Stock Exchange website (www.londonstockexchange.com) and will be publicly disclosed in the United States.
Notice to Overseas Shareholders
The Offer is not being made, directly or indirectly, in or into and will not be capable of acceptance by any Restricted Overseas Persons. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent to or from a Restricted Overseas Person. Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents to or from Restricted Overseas Persons as doing so may invalidate any purported acceptance of the Offer.
This information is provided by RNS