Acquisition

Spectris PLC 17 July 2002 Date: Embargoed until 7.00am, Wednesday 17th July 2002 Not for distribution in the United States, Canada, Australia or Japan. SPECTRIS ANNOUNCES €150M ACQUISITION OF PHILIPS ANALYTICAL AND PLACING OF 11.2M NEW SPECTRIS SHARES AT 359P PER SHARE Spectris plc, the precision instrumentation and controls company, announces that it has agreed terms to acquire Philips Analytical, the analytical business of Royal Philips Electronics. The total consideration is €150 million in cash, on a debt-free basis. The transaction will be partly funded through a placing arranged by Cazenove and Merrill Lynch at 359p per share of 11,200,000 new Spectris shares, raising in aggregate £40,208,000 (before commissions and expenses). The balance of the consideration will be financed from existing resources. The terms and conditions of the placing are set out in the Appendix to this announcement. Philips Analytical is a world leader in analytical x-ray systems, utilising both x-ray diffraction (XRD) and x-ray fluorescence (XRF) technologies. XRD instruments are mainly used in industrial and scientific research laboratories to determine the structural characteristics of a wide range of materials in the pharmaceuticals, biotechnology, life sciences, semiconductor and engineering industries. XRF technology is used to measure the composition and purity of materials and is mainly applied in industrial quality control and in process control for manufacturing processes in industries such as metals and mining, construction materials, chemicals and petrochemicals. The acquisition of Philips Analytical is in line with the Spectris strategy to focus on niche businesses with good growth prospects and market-leading positions, supplying high margin products developed using proprietary technology. The business, which will be renamed PANalytical, is a logical addition to the existing Spectris instrumentation businesses and will enable the company to extend its product and service offering in the laboratory sector and in industrial process control. PANalytical will form part of the Process Technology sector. The existing management team will remain with the business. Based in Almelo and Eindhoven, The Netherlands, Philips Analytical employs 850 staff in sales, service and technical support operations around the world. The Philips Analytical business had sales in 2001 of €148.5 million, earnings before interest and tax of €18.4 million and was cash generative. The net assets acquired are approximately €37 million. The acquisition is expected to enhance earnings per share (before goodwill amortisation) in the current financial year and is not expected to incur any exceptional charges or abnormal levels of capital expenditure. Completion of the transaction, which is subject to completion of consultation procedures with trade unions and works councils and clearance by the competition authorities, is expected to take place in September. Hans Nilsson, Chief Executive of Spectris, commented: 'This acquisition is in line with our strategy. Philips Analytical's market-leading x-ray-based technologies complement our existing instrumentation businesses and enable us to enter new markets such as materials research and life sciences.' Press enquiries: Hans Nilsson, Chief Executive Spectris plc Tel: 01784 470470 Andrew Lorenz, Rob Gurner Financial Dynamics Tel: 020 7831 3113 Placing enquiries: Arthur Drysdale, Chris Byrne Cazenove Tel: 020 7588 2828 Michael Findlay Merrill Lynch Tel: 020 7996 1000 A presentation to analysts will be held today at 9.30am at the offices of Financial Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB. APPENDIX Important information on the placing of new shares in Spectris plc (the 'Company') This announcement and the information contained herein is not for publication or distribution to persons in the United States, Canada, Australia, Japan or in any jurisdiction in which such publication or distribution is unlawful. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States. This announcement is for information purposes only and does not constitute an offer for sale or subscription for any securities of the Company in the United States or any other jurisdiction. The distribution of this announcement and the Placing and/or the issue of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, or any of the Managers, that would permit an offer of such Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, and each of the Managers to inform themselves about and to observe any such restrictions. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS SET OUT BELOW ARE DIRECTED ONLY AT PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AS DESCRIBED WITHIN ARTICLE 19(5) (a) TO (e) ('INVESTMENT PROFESSIONALS') OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE 'ORDER') OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ' RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. Summary Spectris intends to raise approximately £40,208,000 (before commissions and expenses) through a placing (the 'Placing') of 11,200,000 new Spectris ordinary shares (the 'Placing Shares') to institutional investors ('Placees') at a price of 359 pence per Placing Share (the 'Placing Price'). The Placing is underwritten, subject to certain conditions, by Cazenove & Co. Ltd ('Cazenove') and Merrill Lynch International ('Merrill Lynch') (together the 'Managers'). Placees' commitments to acquire Placing Shares at the Placing Price will be established orally during a telephone conversation between Placees and a sales contact at one of the Managers. Such oral commitments will be binding at that time. Dealings are expected to commence in the Placing Shares by 8.00 am on 22 July 2002, although the Managers and the Company may agree a later time and date. No Prospectus No prospectus or listing particulars have been or will be submitted to be approved by the UK Listing Authority ('UKLA') or filed with the Registrar of Companies in England and Wales in relation to the new ordinary shares in the capital of the Company to be issued as part of the Placing. If you participate in the Placing you will acquire Placing Shares on the terms and conditions contained in this Appendix. Details of the Placing Agreement and the Placing Shares The Managers have entered into a placing agreement (the 'Placing Agreement') with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of them has agreed severally, and not jointly or jointly and severally, to use reasonable endeavours to procure Placees, on the terms and subject to the conditions set out in this Appendix, for the Placing Shares or failing which to acquire such Placing Shares in equal proportions themselves. The Company represents and warrants that the Placing Shares will be duly authorised, allotted and validly issued, credited as fully paid and free from any pledge, lien, mortgage, charge, encumbrance, security, interest, assignment by way of security, claim or equity or other similar rights or pre-emptive rights and will rank pari passu in all respects with all of the other ordinary shares of 5p each of the Company in issue including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue. No stamp duty or stamp duty reserve tax is payable on the issue of Placing Shares to the Placees (see further paragraph 1 of 'Representations and other agreements' and the paragraph following paragraph 17 of that section). No commissions will be payable to Placees in respect of any Placing Shares. The Placing Your contractual commitment to acquire Placing Shares on the terms and conditions set out in this Appendix will be established orally during a telephone conversation between you and a sales contact at one of the Managers. Such oral commitment will constitute a legally binding commitment upon the Company to allot and issue to you, and upon you to acquire, the number of Placing Shares agreed upon, on the terms and conditions set out in this announcement including this Appendix. Your undertaking will be owed by you to the Company and to the Manager with whom you agreed your commitment. The allotment and issue of Placing Shares to you by the Company will be in consideration for the transfer to the Company, by the Manager with whom you have agreed your commitment, of shares in a Jersey incorporated company, Spectris Jersey Limited ('Newco'). You will, however, also have an immediate, separate and binding obligation, owed to the relevant Manager, to pay to it on 22 July 2002, the settlement date, in cleared funds an amount equal to the product of the Placing Price of 359p per share and the number of Placing Shares you have agreed to acquire. By giving your commitment you agree that your rights and obligations in respect of the Placing will not be capable of termination or rescission, except if the Managers' obligations under the Placing Agreement are terminated or if their obligations under the Placing Agreement do not become unconditional in accordance with its terms by the times and/or dates specified (or such later times and/or dates as the Managers may direct). Each of Cazenove and Merrill Lynch is arranging the placing, severally and not jointly or jointly and severally, as an agent of the Company. Registration and Settlement Without prejudice to the oral contract entered into by you with any Manager, on behalf of the Company and itself, you will be sent a contract note or electronic trade confirmation which will show the number of Placing Shares you have agreed to acquire at the Placing Price and the aggregate amount owed by you to the Manager with whom you agreed your commitment. You agree that you will do all things necessary to ensure that delivery and payment are completed in accordance with either the standing CREST or certificated settlement instructions which are in place with the relevant Manager. Settlement will be on a T+3 basis. Interest is chargeable daily on payments not received on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR. If you do not comply with these obligations the relevant Manager may sell your Placing Shares on your behalf and retain from the proceeds, for its own account and benefit, an amount equal to the Placing Price for each Placing Share plus any interest due. You will, however, remain liable for any shortfall below the Placing Price for each Placing Share and you will be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of your Placing Shares on your behalf. Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Further, each of the Managers reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to you, by such other means as it deems necessary if delivery or settlement to you is not practicable within the CREST system or would not be consistent with regulatory requirements in your jurisdiction. In this case, the Managers may direct that all of the Placing Shares should be issued in certificated form and the standing certificated settlement instructions which are in place with the relevant Manager will apply. If Placing Shares are to be delivered to a custodian or settlement agent, please ensure that, upon receipt, the contract note or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Application for admission to listing and trading Application has been made to the UKLA for admission of the Placing Shares to the Official List maintained by the UKLA and to the London Stock Exchange plc (the ' London Stock Exchange') for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities ('Admission'). Conditions of the Placing The obligations of each of the Managers in respect of the Placing are conditional on, inter alia: 1. none of the representations and warranties of the Company contained in the Placing Agreement being untrue, inaccurate or misleading and there being no change of circumstances such that, if repeated at any time prior to Admission by reference to the facts and circumstances then existing, any such representations and warranties would be breached or untrue or inaccurate or misleading; 2. the Company complying at all times with its obligations under the Placing Agreement, or otherwise in connection with the Placing unless, in the opinion of the Managers acting in good faith, any failure or failures to comply with any such obligations, is or are not material and adverse to any aspect of the Placing; 3. the Managers receiving, prior to Admission, certain confirmations and legal opinions in accordance with the Placing Agreement; 4. Admission occurring by not later than 8.00 a.m. (London time) on 22 July 2002 (or such later date or time as may be agreed between the Company and the Managers); 5. the Company allotting, subject only to Admission, the Placing Shares in accordance with the terms of the Placing Agreement; 6. the Subscription and Transfer Agreement (as defined in the Placing Agreement) having been duly executed and delivered by the parties thereto by 7.00 a.m. on the date of the Placing Agreement and there having occurred no default or breach by the Company or Newco of its terms by the time immediately prior to Admission; 7. the Company having complied with its obligations to deliver certain documents to the Managers under the Placing Agreement; 8. the publication of this announcement through a Regulatory Information Service as required by the Placing Agreement; and 9. the conditions of the agreements relating to the acquisition of Philips Analytical not becoming prior to Admission (in the reasonable opinion of the Managers), incapable of satisfaction and those agreements not having otherwise been terminated in accordance with their terms prior to Admission. The Managers may, at their joint agreement and discretion and upon such terms as they jointly think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission and the publication of this announcement referred to in paragraphs 4 and 8 above may not be waived. The Managers, acting jointly, reserve the right (in their absolute discretion) to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Termination of the Placing The Managers acting jointly may, by notice to the Company, terminate the Placing Agreement at any time before Admission, if any condition in the Placing Agreement is not satisfied (or is waived by the Managers in their absolute discretion) or becomes incapable of being satisfied by the required time and date or if at any time on or before Admission: (a) in the opinion of the Managers acting in good faith, there shall have been a material adverse change in, or any development reasonably likely to result in a material adverse change, in the condition (financial or otherwise), or in the earnings, business affairs, or business prospects of the Group taken as a whole, whether or not arising in the ordinary course of business; or (b) (i) there has occurred any material adverse change in the financial markets in the US, the United Kingdom or in any member or associate member of the European Union or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, or currency exchange rates, in each case the effect of which is such as to make it, in the judgment of the Managers acting in good faith, impracticable or inadvisable to market the Placing Shares or to enforce contracts for the sale of the Placing Shares; (ii) trading in any securities of the Company has been suspended or limited by the London Stock Exchange on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ National Market or the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the US or in Europe; or (iii) a banking moratorium has been declared by US, UK or New York authorities; or (c) it shall come to the notice of either of the Managers that any statement contained in any of the Accounts, certain previous announcements, this announcement, certain other documents or any other announcements or public statements made or issued by or on behalf of the Company in connection with the Placing is or has become untrue, inaccurate or misleading, or that any matter has arisen that would, if such statement or document was issued at that time, constitute a material omission from such statement or document which in any such case the Managers reasonably consider to be material in the context of the Placing; or (d) a matter has arisen which might reasonably be expected to give rise to a claim by the Managers under the indemnity provisions of the Placing Agreement and which the Managers reasonably consider to be material in the context of the Placing or the issue and distribution of the Placing Shares. Any decision by the Managers to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement will not affect Placees' commitments under this Appendix. The Managers shall have no liability to any Placee (or any other person whether acting on behalf of the Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement nor for any decision as to whether or not to terminate the Managers' obligations under the Placing Agreement. Placees' rights and obligations hereunder will not be capable of termination or rescission, except if the Managers' obligations under the Placing Agreement are terminated or if their obligations under the Placing Agreement do not become unconditional in accordance with its terms by the times and/or dates specified (or such later times and/or dates as the Managers may direct) in which case the Placing will lapse and Placees' rights and obligations under this Appendix shall cease and terminate at such time and no claim may be made by you in respect thereof. Representations and other agreements By giving your commitment by telephone, you (and any person acting on your behalf): 1. represent and warrant that the issue to you of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); 2. represent and warrant that you are, or at the time the Placing Shares are subscribed or purchased will be, the beneficial owner of such Placing Shares and you are not a resident of Canada, Japan or Australia and, unless you have executed an investment purchase letter in the form provided to you, you are located outside the United States (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the 'Securities Act')); 3. acknowledge and any person acting on your behalf acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada or Japan; 4. represent and warrant that you and any person acting on your behalf are entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions and you and any person acting on your behalf have fully observed such laws and have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this participation and to perform your obligations in relation thereto (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix), under those laws or otherwise; 5. undertake that you and any person acting on your behalf will pay for the Placing Shares acquired by you in accordance with this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with other subscribers or purchasers at such price as the Managers determine and you will be liable for any shortfall between the price achieved thereby and the Placing Price; 6. undertake that the person who you or any person acting on your behalf specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. Neither the Managers nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. You and any person acting on your behalf agrees to acquire Placing Shares on the basis that the Placing Shares will be allotted to a CREST stock account of either of the Managers who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with you; 7. represent and warrant that you and any person acting on your behalf falls within (i) paragraph 3(a) of Schedule 11 to the Financial Services and Markets Act 2000 ('FSMA') (a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business) and (ii) Article 19 and/or 49 of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2001, as amended; 8. undertake that you will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to you for the purposes of your business; 9. represent and warrant that you have not offered or sold and undertake that, prior to the expiry of six months from Admission, you will not offer or sell any Placing Shares in the United Kingdom except in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offer of Securities Regulations 1995; 10. represent and warrant that you have only communicated or caused to be communicated and undertake that you will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to Placing Shares in circumstances in which section 21(1) of FSMA does not apply to the Company; 11. represent and warrant that you have complied and undertake that you will comply with all applicable provisions of FSMA with respect to anything done by you or on your behalf in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 12. represent and warrant that you and any person acting on your behalf (i) are aware of your obligations in connection with money laundering under the Criminal Justice Act 1993, (ii) you have verified the identity of your clients in accordance with the Money Laundering Regulations (1993) (the 'Regulations') and (iii) you have complied fully with your obligations under the Regulations; 13. acknowledge that the content of this announcement (including this Appendix) is exclusively the responsibility of the Company and you represent, warrant and agree that the only information upon which you are entitled to rely and on which you have relied in committing yourself to subscribe for Placing Shares is that contained in this announcement (including this Appendix); 14. confirm that you have neither received nor relied on any other information, representation, warranty or statement made by or on behalf of either of the Managers or the Company and neither of the Managers nor any person acting on their behalf has or shall have any liability for any information or representation relating to the Company nor will either of them be liable for any Placee's decision to participate in the Placing based on any such information, representation, warranty or statement. You acknowledge and agree that you have relied upon your own investigation of the business, financial or other position of the Company in participating in the Placing. Nothing in this paragraph shall exclude any liability of any person for fraudulent misrepresentation; 15. acknowledge that participation in the Placing is on the basis that you are not and will not be clients of either of the Managers and that neither of the Managers has duties or responsibilities to you for providing protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement; 16. agree that the Company, the Managers and others will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgements; and 17. agree that this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part will be governed by and construed in accordance with English law. All agreements to acquire shares pursuant to the Placing will be governed by English law and the English courts shall have 'exclusive' jurisdiction in relation thereto except that enforcement proceedings in respect of the obligation to pay the Placing Price may be taken by either of the Managers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange. Please also note that the agreement to allot and issue Placing Shares to you (or the person for whom you are contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to their allotment and issue to you or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Managers would be responsible. If this is the case, it would be sensible if you were to take your own advice and you should notify the relevant Manager accordingly. The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to each of the Managers for itself and on behalf of the Company and are irrevocable. The Managers are acting exclusively for the Company in connection with the Placing and no one else and will not be responsible to anyone (including Placees) other than the Company for providing the protections afforded to customers of the Managers or for providing advice in relation to the Placing or any other matters referred to in this press announcement. Each Placee and any person acting on behalf of the Placee acknowledges that neither of the Managers owes fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that each of the Managers may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become the Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so. When a Placee or any person acting on behalf of the Placee is dealing with either of the Managers, any money held in an account with either Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the FSA rules. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the money of the Managers in accordance with the client money rules and will be used by the Managers in the course their own business; and the Placee will rank only as a general creditor of the relevant Manager. All times and dates in this Appendix may be subject to amendment. We shall notify the Placee and any person acting on behalf of the Placee of any changes. This announcement includes 'forward-looking statements'. All statements other than statements of historical fact included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. You should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement. The Company assumes no responsibility to update any of the forward-looking statements contained herein. This information is provided by RNS The company news service from the London Stock Exchange

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