CREST Admission
Somero Enterprises Inc.
29 February 2008
29 February 2008
THIS ANNOUNCEMENT MAY NOT BE RELEASED, PUBLISHED OR DISTRIBUTED IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO US PERSONS (AS DEFINED IN
REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR TO RESIDENTS,
NATIONALS OR CITIZENS OF CANADA, JAPAN OR AUSTRALIA.
Somero Enterprises, Inc. (R)
CREST Admission
Somero Enterprises, Inc. (R) ('Somero' or the 'Company') is pleased to announce
that following its entry today into the CREST system, the Company's shareholders
will now, under certain conditions, be able to hold and transfer their common
stock in the Company electronically.
The Company, using the services of Computershare Investor Services Plc (the '
Depositary'), has established a depository interest facility whereby interests
representing shares are issued to shareholders wishing to hold their shares in
an electronic format within the CREST system. These interests, known as
Depository Interests ('DIs'), are created through a trust deed executed by the
Depositary. The underlying shares will continue to be traded, while the DIs are
transferred in the CREST system in settlement of those trades. Holders of DIs
have the same rights as holders of common shares in the Company. There will be
no change to the Company's ISIN number (USU834501038) as a result of this move
and both the shares and DIs will be represented by this number.
CREST System
CREST is an electronic paperless share transfer and settlement system which
allows shares and other securities (including DIs) to be held in electronic
rather than paper form. The Company expects that entry into CREST will
facilitate faster and more efficient trade settlement.
Admission to the CREST System
Shares will be eligible for settlement through CREST in the form of DI's only if
they fulfil certain criteria established by the Company as well as meeting the
separate requirements of the CREST system.
In order for shareholders of the Company's common stock to be eligible to settle
through CREST, they must complete a Declaration Form to certify that their
shares are not 'restricted securities' under the regulations of the US
Securities and Exchange Commission ('SEC'). For example, in most cases, shares
issued by the Company at least 12 months prior to today's date in an offering
outside of the US pursuant to SEC Regulation S will no longer be 'restricted
securities.' Furthermore, the shareholder must not be (and must not have been
in the prior three months) an affiliate of the Company (as discussed below).
Shareholders who would like to deposit their shares into the CREST system should
contact the Depositary to determine whether their shares are CREST eligible and
to obtain a copy of the Declaration Form. Contact details for the Depositary
are as follows:
Computershare Investor Services (Channel Islands) Limited
PO Box 83, Ordnance House
31 Pier Road
St Helier
JE4 8PW
Contact: Nicola Baird / Gemma Barette
Tel: +44 1534 825 337 / 825 294
Email: nicola.baird@computershareci.com / gemma.barette@computershareci.com
In order to deposit shares into the CREST system, shareholders must submit the
completed Declaration Form and the related stock certificate to the Registrar.
Provided that the shares are eligible for CREST, the Registrar will issue a new,
un-legended stock certificate that will be returned to the submitting
shareholder or broker. The shareholder or broker must then submit the
un-legended stock certificate together with a CREST Stock Deposit Form to the
CREST counter. Any Stock Deposit Form that is submitted with a legended stock
certificate will be rejected and returned to the submitting shareholder or
broker.
Affiliates
Directors, executive officers and significant shareholders (generally
shareholders who own 10% or more of the outstanding shares) are treated as
'affiliates' under U.S. law and are subject to different restrictions and will
not be eligible to deposit their shares in the CREST system at this time. In
addition, shares acquired from an affiliate will be 'restricted securities' for
a period of 12 months. Affiliates and shareholders that have acquired shares
from an affiliate should contact the Company or the Depositary to ensure
appropriate handling of any share transfers.
Certificated Shares
Shareholders who do not wish to deposit their shares into CREST may continue to
hold them in certificated form. Further, if a shareholder subsequently wishes
to remove shares from the CREST system, certificates representing the shares
will be re-issued.
Notifiable Interests
Shareholders who change through a single percentage (by a way of increase or
decrease) their legal or beneficial interests whether direct or indirect, in a
holding of shares, where the resultant holding is greater than 3% of the issued
share capital of the Company (a notifiable interest) are request to forward
details of such notifiable interests to the Company at its offices at 82
Fitzgerald Drive, Jaffrey, New Hampshire 03452, U.S.A., fax: 001-603-532-5930 or
email ACartier@somero.com.
Stamp Duty Reserve Tax
The DIs will be subject to stamp duty reserve tax (SDRT) because they do not
meet all the criteria set out for the SRT exemption granted in The Stamp Duty
Reserve Tax (UK Depository Interests in Foreign Securities) Regulations 1999 (SI
1999/2383 as amended by SI 2000/1871 and SI 2001/3779).
About Somero
Somero(R) designs, manufactures and sells equipment that automates the process
of spreading and leveling large volumes of concrete for commercial flooring and
other horizontal surfaces, such as paved parking lots. Somero's innovative,
proprietary products, including the large SXP(R) Laser Screed(R), CopperHead(R)
and new Mini ScreedTM employ laser-guided technology to achieve a high level of
precision.
Its products have been sold primarily to concrete contractors for use in
non-residential construction projects in over 50 countries across every time
zone around the globe. Laser Screed equipment has been specified for use in
constructing warehouses, assembly plants, retail centres and in other commercial
construction projects requiring extremely flat concrete slab floors by a variety
of companies, such as Costco, Home Depot, B&Q, DaimlerChrysler, various
Coca-Cola bottling companies, the United States Postal Service, Lowe's, and Toys
'R' Us.
Somero's headquarters are located in New Hampshire, USA. It operates a
manufacturing facility in Michigan, USA, and has a sales and service office in
Chesterfield, England. Somero has over 150 employees and markets and sells its
products through a direct sales force, external sales representatives, and
independent dealers in North America, Latin America, Europe, the Middle East,
South Africa, Asia and Australia. Somero is listed on the Alternative Investment
Market of the London Stock Exchange and its trading symbol is SOM.L.
This announcement does not constitute or form part of any offer or invitation to
sell, or any solicitation of any offer to purchase, any securities of the '
Company'.
This announcement may not be released, published or distributed in or into the
United States, Canada, Japan or Australia or to US Persons (as defined in
Regulation S under the US Securities Act of 1933, as amended (the 'US Securities
Act')) or to residents, nationals or citizens of Canada, Japan or Australia.
The distribution of this announcement in certain other jurisdictions may also be
restricted by law and persons into whose possession this announcement or any
document or other information referred to herein comes should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
No securities of the Company have been registered under the US Securities Act.
No securities of the Company may be offered or sold in the United States or to
US persons (as defined in Regulation S under the US Securities Act) except
pursuant to an effective registration statement under the US Securities Act or
pursuant to an available exemption from the registration requirements under the
US Securities Act.
No securities of the Company have been registered under the applicable
securities laws of Australia, Canada or Japan and may not be offered or sold
within Australia, Canada or Japan or to, or for the account or benefit of
citizens or residents of Australia, Canada or Japan.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange