Offer for Sondex PLC

General Electric Company 03 September 2007 FOR IMMEDIATE RELEASE 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 IN THAT JURISDICTION 3 September 2007 Recommended Cash Offer for Sondex PLC by Drilling and Wireline Solutions Limited, a wholly-owned subsidiary of General Electric Company Summary • The boards of Drilling and Wireline Solutions Limited ('DWSL') and Sondex PLC ('Sondex' or the 'Company') are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by DWSL, a wholly-owned subsidiary of General Electric Company, for the entire issued and to be issued share capital of Sondex (the 'Offer'). It is intended that the Offer will be implemented by way of a scheme of arrangement under section 425 of the Companies Act. • Under the terms of the Offer, Scheme Shareholders will receive 460 pence in cash for each Sondex Share. • The Offer values Sondex's existing issued share capital at approximately £262.7 million and the entire issued and to be issued share capital at approximately £288.7 million. • The Offer of 460 pence per Sondex Share represents a premium of approximately: - 35.5 per cent. to the Closing Price of 339.5 pence per Sondex Share on 30 August 2007, being the last Business Day prior to the date of the announcement by Sondex that it was in discussions in relation to a possible offer; and - 38.1 per cent. to the average Closing Price of approximately 333.2 pence per Sondex Share for the 30 days ended 30 August 2007. • The directors of Sondex, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing its advice, Investec has taken into account the commercial assessments of the directors of Sondex. Accordingly, the directors of Sondex will unanimously recommend that Sondex Shareholders vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM. • DWSL has received irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM from the directors of Sondex in respect of all of their own beneficial shareholdings of Sondex Shares (and, where applicable, of their connected persons) amounting, in aggregate, to 3,636,982 Sondex Shares, representing approximately 6.4 per cent. of Sondex's entire existing issued share capital. These remain binding in the event of a competing offer being made for Sondex. • DWSL has also received non-binding letters of intent to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM from Sondex Shareholders in respect of, in aggregate, 21,595,763 Sondex Shares, representing a further 37.8 per cent. of Sondex's entire existing issued share capital. • Accordingly, DWSL has received, in aggregate, irrevocable undertakings and non-binding letters of intent to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM from Sondex Shareholders in respect of 25,232,745 Sondex Shares, representing approximately 44.2 per cent. of Sondex's entire existing issued share capital. • Sondex designs, manufactures and markets electro-mechanical based equipment to oilfield service companies that run operations at well-sites on behalf of oil or gas companies. Sondex equipment is used by leading operators and service companies worldwide and has established a reputation for quality and reliability. Since Sondex was floated on the London Stock Exchange in June 2003, it has grown significantly, both organically and through international acquisitions, increasing its market capitalisation from £38.8 million on 12 June 2003 to £193.9 million on 30 August 2007. As at 28 February 2007, the Sondex Group employed 513 staff in nine countries. Corporate and financial growth has been matched by operational progress, with Sondex's product range constantly being expanded and upgraded, driven by an annual investment of approximately 10 per cent. of revenues in research and development. • General Electric Company is a diversified technology, media and financial services company, with products and services ranging from aircraft engines, power generation, water processing and sensor technology to medical imaging, business and consumer financing, media content and industrial products. General Electric Company serves customers in more than 100 countries and employs more than 300,000 people worldwide. • Following the Offer, Sondex will operate as part of GE Energy's Optimization and Control business. Commenting on the Offer, Brian Palmer, Vice President of GE Energy's Optimization and Control business, said: 'Sondex will be an important addition to GE Energy's portfolio of businesses, complementing our existing Tensor product line. The company brings to us a broad range of advanced products and technologies, as well as employees with a deep understanding of the customers they serve. We expect the combination to form a substantial growth business for GE going forward.' Commenting on the Offer, Iain Paterson, chairman of Sondex, said: 'We believe that the Offer represents excellent value for the business and its prospects and the directors are unanimous in recommending Sondex Shareholders to vote in favour of the Offer. The Offer provides Sondex Shareholders with the ability to realise the value of their holdings at an attractive premium to the historic share price. The team at Sondex look forward to working in partnership with our new colleagues at GE Energy to continue to drive the business forwards. ' Commenting on the proposed transaction, Martin Perry, CEO of Sondex said: 'The acquisition of Sondex by DWSL is an exciting move for our company and employees. With GE Energy, we will have greater resources to further develop innovative new technologies and we will be able to provide an enhanced level of global support to our customers.' Enquiries: DWSL and General Electric Company Frank Farnel Tel: +33 3 8459 11116 Mark Beckett Tel: +1 970 461 5232 Jim Healy Tel: +1 518 385 4696 Credit Suisse (financial adviser to DWSL and General Electric Company) Stuart Upcraft Tel: +44 (0)20 7888 8888 James Janoskey Sondex Tel: +44 (0)12 5286 2200 Martin Perry Chris Wilks Investec (financial adviser and corporate broker to Sondex) Tel: +44 (0)20 7597 5970 James Grace Patrick Robb College Hill Associates Limited (financial PR adviser to Sondex) Tel: +44 (0)20 7457 2020 Nick Elwes Paddy Blewet This summary should be read in conjunction with the full text of the following announcement and the Appendices. The Scheme will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and Conditions to be set out in the Scheme Document. Appendix 2 to this announcement contains source notes relating to certain information contained in this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement. This announcement is not intended to and does not constitute an 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. Any response in relation to the Offer should be made only on the basis of the information in the Scheme Document or any document by which the Offer is made. Sondex will prepare the Scheme Document to be distributed to Sondex Shareholders. Sondex and DWSL urge Sondex Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sondex and no-one else in connection with the Offer and will not be responsible to anyone other than Sondex for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer. Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for General Electric Company and DWSL and no-one else in connection with the Offer and will not be responsible to anyone other than General Electric Company or DWSL for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer or to the matters referred to herein. The availability of the Offer to Sondex Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document. The distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom. If the transaction is carried out by way of offer, the Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Notice to US investors The Offer relates to the shares in an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules. If DWSL exercises its right to implement the Offer by way of a takeover offer, the Offer will be made in compliance with applicable US laws and regulations. Sondex is organised under the laws of England. All of the directors of Sondex and most of its officers are residents of countries other than the United States, and most of the assets of Sondex are located outside of the United States. DWSL is a newly incorporated UK company wholly-owned by General Electric Company, a New York corporation, and formed in connection with the Offer. You may not be able to sue Sondex, DWSL or General Electric Company in a non-US court for violations of US securities laws. Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence in the United States. Forward-Looking Statements This announcement, oral statements made regarding the Offer, and other information published by General Electric Company, GE Energy, DWSL and Sondex contain 'forward-looking statements'. These statements are based on the current expectations of the management of General Electric Company, GE Energy, DWSL and Sondex and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects of the Offer on Sondex and DWSL, the expected timing and scope of the Offer, enhanced customer support, access to greater resources and other synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as 'intends', 'expects', 'anticipates', 'believes', 'estimates', 'will' 'may' and 'should' and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither General Electric Company, GE Energy, DWSL, nor Sondex undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Sondex, all 'dealings' in any 'relevant securities' of Sondex (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Sondex, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Sondex by DWSL or Sondex, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at http:// www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, or consult the Panel's website at www.thetakeoverpanel.org.uk. FOR IMMEDIATE RELEASE 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 IN THAT JURISDICTION 3 September 2007 Recommended Cash Offer for Sondex PLC by Drilling and Wireline Solutions Limited, a wholly-owned subsidiary of General Electric Company 1. Introduction The boards of Drilling and Wireline Solutions Limited ('DWSL') and Sondex PLC (' Sondex' or the 'Company') are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by DWSL, a wholly-owned subsidiary of General Electric Company, for the entire issued and to be issued share capital of Sondex (the 'Offer'). 2. The Offer It is intended that the Offer be implemented by way of a scheme of arrangement under section 425 of the Companies Act. Under the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document, Scheme Shareholders will be entitled to receive: for each Sondex Share 460 pence in cash The Offer values Sondex's existing issued share capital at approximately £262.7 million and the entire issued and to be issued share capital at approximately £288.7 million. The Offer of 460 pence per Sondex Share represents a premium of approximately: - 35.5 per cent. to the Closing Price of 339.5 pence per Sondex Share on 30 August 2007, being the last Business Day prior to the date of the announcement by Sondex that it was in discussions in relation to a possible offer; and - 38.1 per cent. to the average Closing Price of approximately 333.2 pence per Sondex Share for the 30 days ended 30 August 2007. 3. Recommendation The directors of Sondex, who have been so advised by Investec, consider the terms of the Offer to be fair and reasonable. In providing its advice, Investec has taken into account the commercial assessments of the directors of Sondex. Accordingly, the directors of Sondex will unanimously recommend that Sondex Shareholders vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM, as they have irrevocably undertaken to do in respect of their own beneficial shareholdings. 4. Background to, and reasons for, recommending the Offer The Company listed on the Official List of the London Stock Exchange in June 2003. Since then the Company has: - grown sales from £17.5 million for the year ended February 2004 to £68.5 million for the year ended February 2007; and - increased its share price from 100 pence per share to 339.5 pence per share (the Closing Price on 30 August 2007 being the last Business Day prior to the date of the announcement by Sondex that it was in discussions in relation to a possible offer) and its market capitalisation from £38.8 million on 12 June 2003 to £193.9 million on 30 August 2007 (based on the Closing Price on the last Business Day prior to the date of the announcement by Sondex that it was in discussions in relation to a possible offer). Sondex operates in the oil services markets which have been experiencing a period of strong growth and consolidation. During the first half of 2007, the Company was approached by a number of companies that operate in the same industry as Sondex, with a view to their acquiring the Company. As a result the directors decided to undertake a confidential process to establish if an acceptable offer for the Company was available. The confidential process involved discussions with those parties who had expressed an interest and a number of other companies which the directors considered might be interested in acquiring the Company. The result of the confidential process is the Offer from DWSL. In considering whether to recommend the Offer, the directors of Sondex have taken into account the following: - a process involving a number of interested parties was carried out to establish the best price available from these parties; - the Offer represents both fair value to Sondex Shareholders today and additional value for foregoing the opportunity to participate in the future growth available to the Company; and - the Offer represents an opportunity for Sondex Shareholders to realise their entire investment in Sondex, in cash at a premium, within a relatively short period of time. 5. Background to and reasons for the Offer General Electric Company views Sondex as an attractive addition to its portfolio of businesses and an opportunity to enhance GE Energy's participation in a high growth segment of the oilfield technology industry. Sondex's products are complementary to the product range of GE Energy's Optimization and Control business and Sondex brings a pipeline of innovative new technologies that will further expand GE Energy's offering to its customers. General Electric Company believes that GE Energy's knowledge of the oil and gas sector combined with the skills and experience of the employees and management of Sondex will provide GE Energy with a well-positioned platform for continued growth. GE Energy has served the oil and gas exploration and production industry with specialised equipment from its Reuter Stokes Measurement Solutions product lines for over 30 years. The Sondex acquisition will expand the product portfolio and allow customers worldwide to benefit from the combined capabilities, capacity and resources of the two businesses. 6. Information on Sondex Sondex designs, manufactures and markets electro-mechanical based equipment to oilfield service companies that run operations at well-sites on behalf of oil or gas companies. Sondex equipment is used by leading operators and service companies worldwide and has established a reputation for quality and reliability. Corporate and financial growth has been matched by operational progress. The product range is constantly being expanded and upgraded, driven by an annual investment of approximately 10 per cent. of revenues in research and development. For the year ended 28 February 2007, Sondex's turnover was £68.5 million (2006: £51.4 million), profit before tax was £8.5 million (2006: £7.5 million). The net assets of Sondex as at 28 February 2007 were £70.2 million (2006: £59.9 million). Further information on Sondex is available on its website at www.sondex.com. 7. Current Trading and Prospects of Sondex Market conditions have remained favourable as operators of oil and gas fields continue to turn to sophisticated technologies and instruments, such as those supplied by Sondex, to optimise recovery from maturing oil and gas fields. Revenues for the first half of the financial year have benefited from these good market conditions and the position of Sondex's products in the industry. The directors of Sondex are confident in the trading prospects of the Sondex Group for the current financial year. 8. Information on DWSL and General Electric Company DWSL is a private company incorporated in the United Kingdom for the purpose of implementing the Offer. DWSL has not traded since its incorporation and its sole current activity relates to the implementation of the Offer. DWSL is a wholly-owned subsidiary of General Electric Company. General Electric Company is a diversified technology, media and financial services company, with products and services ranging from aircraft engines, power generation, water processing and sensor technology to medical imaging, business and consumer financing, media content and industrial products. General Electric Company serves customers in more than 100 countries and employs more than 300,000 people worldwide. For the year ended 31 December 2006, General Electric Company reported revenues of US$163.4 billion (2005: US$148.0 billion), earnings from continuing operations before income taxes of US$24.6 billion (2005: US$22.7 billion) and diluted earnings per share from continuing operations of US$1.99 (2005: US$1.76). As at 31 December 2006, General Electric Company had total stockholders' equity of US$112.3 billion (2005: US$109.4 billion). Further information on the General Electric Group is available on its web site at www.ge.com. 9. Irrevocable Undertakings DWSL has received irrevocable undertakings to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM from the directors of Sondex in respect of all of their own beneficial holdings of Sondex Shares (and, where applicable, their connected persons) amounting, in aggregate, to 3,636,982 Sondex Shares, representing approximately 6.4 per cent. of Sondex's entire existing issued share capital. These undertakings will remain binding in the event of a competing offer being made for Sondex. DWSL has also received non-binding letters of intent to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM from Sondex Shareholders in respect of, in aggregate, 21,595,763 Sondex Shares, representing a further 37.8 per cent. of Sondex's entire existing issued share capital. Accordingly, DWSL has received, in aggregate, irrevocable undertakings and non-binding letters of intent to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM from Sondex Shareholders in respect of 25,232,745 Sondex Shares, representing approximately 44.2 per cent. of Sondex's entire existing issued share capital. Further details of these irrevocable undertakings and non-binding letters of intent are set out in Appendix 3 to this announcement. 10. Structure of the Offer The Offer is expected to be effected by means of a scheme of arrangement between Sondex and the Scheme Shareholders under section 425 of the Companies Act. The procedure involves an application by Sondex to the Court to sanction the Scheme and to confirm the cancellation of all the Scheme Shares, in consideration for which the Scheme Shareholders will receive cash on the basis set out above. Before the Final Court Order can be sought, the Scheme will require approval by Scheme Shareholders at a Court convened meeting and approval of the Sondex Shareholders of certain resolutions to be proposed at the EGM. The Court Meeting will be convened by order of the Court for the purposes of considering and, if thought fit, approving the Scheme (with or without modification). The Scheme will be approved at the Court Meeting if a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders present and voting, either in person or by proxy, votes in favour of the Scheme. The EGM will be convened for the purposes of considering and, if thought fit, passing a special resolution to approve the reduction of Sondex's share capital and the amendments to the articles of association of Sondex necessary to implement the Scheme and any other resolutions that may be necessary. Once the necessary approvals from the Sondex Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon sanction by the Court and registration of the Final Court Order by the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the EGM. Under the Scheme, each Scheme Share will be cancelled and new Sondex Shares will be issued fully paid to DWSL. In consideration for the cancellation of their Scheme Shares, Scheme Shareholders will receive consideration under the terms of the Offer as set out above. It is intended that, following the Scheme becoming effective, and subject to applicable requirements of the London Stock Exchange, DWSL will procure that Sondex apply to the London Stock Exchange for the Sondex Shares to cease trading and to the UK Listing Authority to remove the Sondex Shares from the Official List. It is also intended that Sondex will be re-registered as a private limited company as part of the Scheme. DWSL and Sondex have agreed that, if DWSL so elects, the Offer may be implemented by way of a takeover offer. In this event, that offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme. If DWSL does elect to implement the Offer by way of a takeover offer, and if sufficient acceptances of such offer are received and/or sufficient Sondex Shares are otherwise acquired, it is the intention of DWSL to apply the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily any outstanding Sondex Shares to which such offer relates. 11. Expected Timetable It is intended that the Scheme Document containing further details of the Scheme will shortly be despatched to Sondex Shareholders and, for information only, to participants in the Sondex Share Schemes. The Meetings will be held in October. The Scheme Document will include the notices of the Meetings and full details of the Scheme together with the expected timetable, and will specify the necessary actions to be taken by the Sondex Shareholders. The Scheme is expected to become effective by 26 October 2007 and the consideration due to Scheme Shareholders is expected to be despatched on the Effective Date. 12. Financing the Offer The cash consideration payable by DWSL to Scheme Shareholders under the Offer will be funded using existing cash resources of the GE Group. Credit Suisse, financial adviser to DWSL, is satisfied that sufficient financial resources are available to DWSL to enable it to satisfy in full the cash consideration payable under the Offer. 13. Management, employees and pensions DWSL values highly the skills, knowledge and expertise of Sondex's existing management and employees. DWSL has given assurances to the directors of Sondex that the existing employment rights of the management and employees of Sondex will be safeguarded upon the Scheme becoming effective. 14. Sondex Share Schemes Participants in the Sondex Share Schemes will be contacted regarding the effect of the Offer on their rights under these schemes and appropriate proposals will be made to such participants in due course. 15. Arrangements between DWSL and Sondex in relation to the Offer Sondex and DWSL have entered into an agreement in respect of various matters related to the Offer (the 'Offer Agreement'). Under the Offer Agreement Sondex has agreed to pay DWSL an inducement fee of £2,886,700 (plus VAT to the extent it is fully recoverable by Sondex) if, in summary: (i) a competing proposal for Sondex is made before the Offer lapses or is withdrawn and that proposal or any other competing proposal is completed; (ii) the directors of Sondex withdraw or modify their recommendation of the Offer and the Offer lapses or is withdrawn; (iii) Sondex delays implementation of the Scheme in accordance with the timetable agreed with DWSL and the Offer subsequently lapses or is withdrawn; or (iv) Sondex fails to assist DWSL with obtaining any required clearances in connection with the Offer. Sondex has agreed that before the Offer lapses, it will not enter into any inducement fee or similar arrangement with any third party. Sondex has also agreed in the Offer Agreement that if it receives an approach relating to a competing proposal for Sondex which it intends to recommend instead of the Offer, it will notify DWSL of the terms of that competing proposal and will not withdraw or modify its recommendation of the Offer unless either: (i) DWSL informs Sondex that it is not willing to revise the Offer such that the directors of Sondex continue to recommend the Offer; (ii) DWSL does not, within 72 hours of being notified of the competing proposal, confirm that it is willing to revise the Offer such that the directors of Sondex determine to continue to recommend the Offer; or (iii) DWSL, having confirmed within 72 hours of being notified of the competing proposal that it is willing to revise its Offer such that the directors of Sondex determine to continue to recommend the Offer, fails within 108 hours of receipt of such notice to announce such revised Offer. The Offer Agreement also contains non-solicitation obligations on the part of Sondex in relation to competing proposals and obligations on Sondex to notify DWSL about other approaches from any bona fide potential offeror in relation to competing proposals. 16. Disclosure of interests in Sondex Save for the irrevocable undertakings referred to in paragraph 9 above, as at the close of business on 31 August 2007, the last Business Day prior to the date of this announcement, neither General Electric Company, DWSL, nor any of the directors of General Electric Company or DWSL, nor, so far as General Electric Company or DWSL are aware, any person acting in concert with General Electric Company or DWSL has any interest in, or right to subscribe for, any Sondex Shares or securities convertible or exchangeable into Sondex Shares ('Sondex Securities'), nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise) including short positions under derivatives or arrangement in relation to Sondex Securities. For these purposes, 'arrangement' includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Sondex Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, DWSL has not made any enquiries in this respect of the matters referred to in this paragraph of certain parties who may be deemed by the Panel to be acting in concert with them for the purposes of the Scheme. Enquiries of such parties will be made as soon as practicable following the date of this announcement and any material disclosure in respect of such parties will be included in the Scheme Document. 17. General The Offer will comply with the applicable rules and regulations of the UK Listing Authority, the London Stock Exchange and the City Code. The Offer will be governed by English law and will be subject to the jurisdiction of the English courts and the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to this announcement. This announcement is not intended to and does not constitute an 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. Any response in relation to the Offer should be made only on the basis of the information in the Scheme Document or any document by which the Offer is made. Sondex will prepare the Scheme Document to be distributed to Sondex Shareholders. Sondex and DWSL urge Sondex Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Sondex and no-one else in connection with the Offer and will not be responsible to anyone other than Sondex for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer. Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for General Electric Company and DWSL and no-one else in connection with the Offer and will not be responsible to anyone other than General Electric Company or DWSL for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer or to the matters referred to herein. The availability of the Offer to Sondex Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document. The distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom. If the transaction is carried out by way of offer, the Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Notice to US investors The Offer relates to the shares in an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy and tender offer rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US proxy and tender offer rules. If DWSL exercises its right to implement the Offer by way of a takeover offer, the Offer will be made in compliance with applicable US laws and regulations. Sondex is organised under the laws of England. All of the directors of Sondex and most of its officers are residents of countries other than the United States, and most of the assets of Sondex are located outside of the United States. DWSL is a newly incorporated UK company wholly-owned by General Electric Company, a New York corporation, and formed in connection with the Offer. You may not be able to sue Sondex, DWSL or General Electric Company in a non-US court for violations of US securities laws. Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offence in the United States. Forward-Looking Statements This announcement, oral statements made regarding the Offer, and other information published by General Electric Company, GE Energy, DWSL and Sondex contain 'forward-looking statements'. These statements are based on the current expectations of the management of General Electric Company, GE Energy, DWSL and Sondex and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein include statements about the expected effects of the Offer on Sondex and DWSL, the expected timing and scope of the Offer, enhanced customer support, access to greater resources and other synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as 'intends', 'expects', 'anticipates', 'believes', 'estimates', 'will' 'may' and 'should' and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither General Electric Company, GE Energy, DWSL, nor Sondex undertakes any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Sondex, all 'dealings' in any 'relevant securities' of Sondex (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Sondex, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Sondex by DWSL or Sondex, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at http:// www.thetakeoverpanel.org.uk. 'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, or consult the Panel's website at www.thetakeoverpanel.org.uk. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER PART A: Conditions of the Offer 1. The Offer will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by no later than the date falling 120 days after the date on which the Scheme Document is posted, or such later date (if any) as DWSL, Sondex and (if required) the Court may agree. 2. The Scheme will be conditional upon: A. approval of the Scheme by a majority in number representing 75 per cent. or more in value of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of that meeting; B. all resolutions necessary to approve and implement the Scheme as set out in the notice of the EGM in the Scheme Document being duly passed by the requisite majority at the EGM or at any adjournment of that meeting; and C. the sanction (without modification or with modification as agreed by Sondex and DWSL) of the Scheme and the confirmation of the Capital Reduction involved therein by the Court and: i. the delivery of an office copy of the Final Court Order and the minute of such reduction attached thereto to the Registrar of Companies; and ii. the registration, in relation to the Capital Reduction, of the Final Court Order by the Registrar of Companies. 3. In addition, DWSL and Sondex have agreed that, subject to paragraph 4 below, the Offer will be conditional upon the following Conditions and, accordingly, the delivery of an office copy of the Final Court Order and the minute of such reduction attached thereto will not be delivered to the Registrar of Companies and, in relation to the Capital Reduction, the Final Court Order will not be registered by the Registrar of Companies, unless such Conditions (as amended if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Court Hearing) or waived: A. all Authorisations, which are necessary or are reasonably considered necessary or appropriate by DWSL in any relevant jurisdiction for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control or management of any member of the Wider Sondex Group by DWSL or the carrying on by any member of the Wider Sondex Group of its business, having been obtained, in terms and in a form reasonably satisfactory to DWSL, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Sondex Group has entered into contractual arrangements and such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same in connection with the Offer or any other matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Sondex Group by DWSL; B. all notifications and filings which are necessary or are reasonably considered appropriate by DWSL having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable laws or regulations of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate), all statutory or regulatory obligations in any relevant jurisdictions having been complied with and all statutory and regulatory clearances in any relevant jurisdiction having been obtained in terms and in a form reasonably satisfactory to DWSL, in each case in connection with the Offer or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Sondex Group by DWSL, unless otherwise waived by DWSL, and no temporary restraining order, preliminary or permanent injunction or other order threatened or issued and being in effect by a court or other Third Party of competent jurisdiction which has the effect of making the Offer illegal or otherwise prohibiting the consummation of the Offer or any matter arising from the proposed acquisition of any shares or other securities in, or control or management of, any member of the Wider Sondex Group by DWSL; C. no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party which would be expected to: i. make the Offer or its implementation or the proposed acquisition by DWSL of any shares or other securities in, or control or management of, any member of the Wider Sondex Group, void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Offer or such acquisition, or otherwise impede, challenge or interfere with the Offer or such acquisition, or require amendment to the terms of the Offer or the proposed acquisition of any Sondex Shares or the acquisition of control or management of Sondex or the Wider Sondex Group by DWSL; ii. limit or delay, or impose any limitations on, the ability of DWSL or any member of the Wider GE Group or any member of the Wider Sondex Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Sondex Group; iii. prevent, delay or alter the terms envisaged for any proposed divestiture or require any additional divestiture by DWSL or any member of the Wider GE Group of any shares or other securities in Sondex; iv. prevent or delay or alter the terms envisaged for any proposed divestiture or require any additional divestiture by DWSL or any member of the Wider GE Group or by any member of the Wider Sondex Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective businesses, assets or properties or any part thereof; v. require DWSL or any member of the Wider GE Group or any member of the Wider Sondex Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any Third Party; vi. limit the ability of DWSL or any member of the Wider GE Group or any member of the Wider Sondex Group to conduct or integrate or co- ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Sondex Group in each case in a manner which is material in the context of the Scheme, or as the case may be, in the context of the Wider Sondex Group or the Wider GE Group taken as a whole; vii. result in any member of the Wider Sondex Group ceasing to be able to carry on business under any name under which it presently does so; or viii. otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Wider GE Group or any member of Wider Sondex Group to an extent which is material in the context of the Scheme or, as the case may be, in the context of the Wider Sondex Group or the Wider GE Group taken as a whole, and all applicable waiting and other time periods (including any extensions of such waiting and other time periods) during which any Third Party could intervene under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate); D. since 28 February 2007 and except as disclosed in Sondex's annual report and accounts for the year then ended or as publicly announced by Sondex prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed prior to the date of this announcement to DWSL or its advisers by or on behalf of Sondex, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Sondex Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Offer or the proposed acquisition of any shares or other securities in, or control or management of Sondex or any other member of the Wider Sondex Group by DWSL or otherwise, could or might result (in each case to an extent which is material in the context of the Scheme or, as the case may be, in the context of the Wider Sondex Group taken as a whole) in: i. any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Sondex Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability of any member of the Wider Sondex Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn; ii. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Sondex Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable; iii. any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any member of the Wider Sondex Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; iv. any assets or interests of any member of the Wider Sondex Group being or falling to be disposed of or ceasing to be available to any member of the Sondex Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Sondex Group; v. any member of the Wider Sondex Group ceasing to be able to carry on business under any name under which it presently does so; vi. the creation of liabilities (actual or contingent) by any member of the Wider Sondex Group; vii. the rights, liabilities, obligations or interests of any member of the Wider Sondex Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected or any adverse action taken; or viii. the financial or trading position or the prospect or the value of any member of the Wider Sondex Group being prejudiced or adversely affected, and, except as aforesaid, no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, franchise or other instrument, could result in or would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this Condition 3(D) to an extent which is material in the context of the Scheme, or as the case may be, in the context of the Wider Sondex Group taken as a whole; E. since 28 February 2007 and except as disclosed in Sondex's annual report and accounts for the year then ended or as otherwise publicly announced by Sondex prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to the date of this announcement to DWSL or its advisers by or on behalf of Sondex, no member of the Wider Sondex Group having: i. issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than: a) to other members of the Sondex Group; or b) shares issued pursuant to the exercise of options or the vesting of awards in each case granted under the Sondex Share Schemes or under an employee's terms of employment; ii. purchased or redeemed or repaid any of its own shares or other securities or reduced or, save in respect of the matters mentioned in paragraph (i) above, made any other change to any part of its share capital; iii. recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to a member of the Sondex Group); iv. except as between members of the Sondex Group, made or authorised any change in its loan capital; v. merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case other than in the ordinary course of business), save for any transaction between members of the Sondex Group (which in any case is material in the context of the Wider Sondex Group taken as a whole); vi. issued, agreed to issue or authorised the issue of, or made any change in or to, any debentures or incurred or increased any indebtedness or liability (actual or contingent), in each case other than as between members of the Sondex Group other than indebtedness incurred in the normal course of business; vii. entered into, varied, or authorised any contract, agreement, transaction, arrangement or commitment other than in the ordinary course of business (whether in respect of capital expenditure or otherwise) which: a) is of a long term, onerous or unusual nature or magnitude or which could be expected to involve an obligation of such nature or magnitude; or b) could restrict the business of any member of the Wider Sondex Group; (which in any case is material in the context of the Wider Sondex Group taken as a whole); viii. entered into, implemented, effected or authorised any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business; ix. entered into or varied the terms of, any contract, agreement, commitment, transaction or arrangement with any director or senior executive of Sondex; x. other than by way of a solvent winding-up in respect of a member which is dormant at the relevant time, taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction; xi. been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; xii. waived or compromised any claim which is material in the context of the Wider Sondex Group taken as a whole; xiii. made any alteration to its memorandum or articles of association; xiv. made or agreed or consented to any change to: a) the terms of the pension arrangement to which any member of the Sondex Group contributes for its directors, employees or their dependants; or b) the benefits which accrue or to the pensions which are payable thereunder; or c) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; xv. proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Sondex Group; or xvi. entered into any contract, agreement, commitment, transaction or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 3(E); F. since 28 February 2007 and except as disclosed in Sondex's annual report and accounts for the year then ended or as otherwise publicly announced by Sondex prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to the date of this announcement to DWSL or its advisers by or on behalf of Sondex in each case which is material in the context of the Wider Sondex Group taken as a whole: i. there having been no adverse change or deterioration in the business, assets, financial or trading position or profit or prospects of any member of the Wider Sondex Group; ii. no contingent or other liability of any member of the Wider Sondex Group having arisen or become apparent or increased, which in any case would be likely to adversely affect any member of the Wider Sondex Group; iii. no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Sondex Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Sondex Group, which in any case might be expected to adversely affect any member of the Wider Sondex Group; iv. no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Sondex Group which is necessary for the proper carrying on of its business; and v. (other than as a result of the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Sondex Group; G. since 28 February 2007 and except as disclosed in Sondex's annual report and accounts for the year then ended or as otherwise publicly announced by Sondex prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to the date of this announcement to DWSL or its advisers by or on behalf of Sondex, DWSL not having discovered: i. that any financial or business or other information concerning the Wider Sondex Group disclosed at any time by or on behalf of any member of the Wider Sondex Group is materially misleading or contains any material misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading; or ii. that any member of the Wider Sondex Group is subject to any material liability (actual or contingent) which is not disclosed in Sondex's annual report and accounts for the financial year ended 28 February 2007; or iii. any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Sondex Group which is adverse and which is material in the context of the Wider Sondex Group taken as a whole; H. since 28 February 2007 and except as disclosed in Sondex's annual report and accounts for the year then ended or as otherwise publicly announced by Sondex prior to the date of this announcement (by the delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed prior to the date of this announcement to DWSL or its advisers by or on behalf of Sondex, DWSL not having discovered that: i. any past or present member of the Wider Sondex Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Sondex Group which is material in the context of the Wider Sondex Group taken as a whole; ii. there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Sondex Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or Third Party or otherwise which is material in the context of the Wider Sondex Group taken as a whole; or iii. circumstances exist whereby a person or class of persons would be likely to have a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Sondex Group which is material in the context of the Wider Sondex Group taken as a whole. 4. Subject to the requirements of the Panel, DWSL reserves the right to waive all or any of Conditions 3(A) to 3(H) inclusive, in whole or in part. DWSL shall be under no obligation to waive or treat as fulfilled any of Conditions 3 (A) to 3(H) inclusive by a date earlier than the date specified in Condition 1 for the fulfilment thereof, notwithstanding that other of Conditions 3(A) to 3 (H) inclusive may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment. 5. If DWSL is required by the Panel to make an offer for any Sondex Shares under Rule 9 of the City Code, DWSL may make such alterations to the above Conditions as are necessary to comply with that Rule. 6. The Offer will lapse (unless otherwise agreed by the Panel) if, following the posting of the Scheme Document, there is a referral in respect of the Offer by the Office of Fair Trading to the Competition Commission before the date of the Court Meeting. DWSL reserves the absolute right to elect to implement the Offer by way of a takeover offer as it may determine in its absolute discretion. In such event, such offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as DWSL may decide) of the Sondex Shares to which such offer relates), so far as applicable, as those which would apply to the Scheme. PART B: Certain further terms of the Offer 1. For the purpose of these Conditions, a Third Party shall be regarded as having 'intervened' if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything, and 'intervene' shall be construed accordingly. 2. The Sondex Shares will be acquired by DWSL fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto including the right to receive and retain all dividends and other distributions (if any) announced, declared or paid on or after the date of this announcement. 3. The Offer will be subject, amongst other things, to those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the Listing Rules and the provisions of the City Code. 4. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. 5. This announcement and any rights or liabilities arising hereunder, the Offer, the Scheme and any proxies will be governed by English law and be subject to the jurisdiction of the English courts. The City Code, so far as appropriate, applies to the Offer. APPENDIX 2 BASES AND SOURCES AND OTHER INFORMATION 1. The value attributed to the existing issued share capital of Sondex is based upon 57,108,853 Sondex Shares in issue as at 30 August 2007. The value attributed to the entire issued and to be issued share capital of Sondex is based upon the aggregate of (i) that number of Sondex Shares in issue, (ii) an additional 4,106,641 Sondex Shares issuable on the exercise of share options and (iii) a further 1,540,165 Sondex Shares issuable as deferred consideration under certain acquisition agreements, on the assumption that the deferred consideration becomes payable. 2. The financial information on Sondex is extracted from Sondex's annual report and accounts for the year ended 28 February 2007. 3. The financial information on General Electric Company is extracted or provided (without material adjustment) from the audited consolidated financial statements of General Electric Company for the year ended 31 December 2006. 4. All prices for Sondex Shares have been derived from the Daily Official List and represent the Closing Price on the relevant date. 5. The market capitalisation of Sondex on 12 June 2003 is based upon 38,824,330 Sondex Shares in issue on that date. APPENDIX 3 DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT The following directors of Sondex have given irrevocable undertakings as described in paragraph 9 of this announcement in respect of the number of Sondex Shares set out below: Name Number of % of Sondex's Issued Sondex Shares Share Capital 1.1 Martin Perry 1,717,310 3.01% 1.2 William 1,137,605 1.99% Stuart-Bruges 1.3 Christopher 728,568 1.28% Wilks 1.4 William Colvin 20,833 0.04% 1.5 Robin 17,333 0.03% Pinchbeck 1.6 Iain Paterson 15,333 0.02% 1.7 Total 3,636,982 6.37% In addition, the directors of Sondex have agreed that the undertaking to vote in favour of the Scheme and the resolutions at the Court Meeting and the EGM will extend to shares issued to them before the Offer becomes effective on the exercise of options (other than on the exercise of options under the approved part of Sondex's All Employee Share Option Plan or SAYE Scheme). The following Sondex Shareholders have given non-binding letters of intent as described in paragraph 9 of this announcement in respect of the number of Sondex Shares set out below: Name Number of % of Sondex's Issued Sondex Shares Share Capital Blackrock Investment Management (UK) Limited 6,505,167 11.39% Insight Investment Management (Global) Limited 3,643,875 6.38% Schroder Investment Management Limited 3,373,181 5.91% F&C Managed Pension Funds Limited 3,159,546 5.53% F&C Management Limited F&C Asset Managers Limited Morley Fund Management Limited 2,747,139 4.81% Hermes Investment Management Limited 2,166,855 3.80% Total 21,595,763 37.82% APPENDIX 4 DEFINITIONS The following definitions apply throughout this announcement unless the context requires otherwise. Authorisations authorisation orders, directions, rules, grants, recognitions, determinations, certifications, confirmations, consents, clearances, provisions and approvals Business Day a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business Capital Reduction the proposed reduction of the share capital of Sondex pursuant to the Court Hearing City Code or Code the City Code on Takeovers and Mergers Closing Price the closing middle market price of a Sondex Share as derived from the Daily Official List Companies Act the Companies Act 1985 (as amended) Conditions the conditions to the implementation of the Offer, as set out in Appendix 1 of this announcement and to be set out in the Scheme Document Court the High Court of Justice in England and Wales Court Hearing the hearing by the Court of the petition to sanction the Scheme, to confirm the Capital Reduction and to grant the Final Court Order Court Meeting the meeting or meetings of Sondex Shareholders to be convened by order of the Court pursuant to section 425 of the Companies Act to approve the Scheme Credit Suisse Credit Suisse Securities (Europe) Limited Daily Official List the daily official list of the London Stock Exchange DWSL Drilling and Wireline Solutions Limited, a private limited company registered in England under number 6339979 and a wholly-owned subsidiary of General Electric Company Effective Date the date on which the Scheme becomes effective EGM (or Extraordinary General the extraordinary general meeting of Sondex Shareholders to be Meeting) convened to consider and, if thought fit, pass certain resolutions required to implement the Scheme and the Offer Final Court Order the order of the Court sanctioning the Scheme under section 425 of the Companies Act, confirming the Capital Reduction under section 137 of the Companies Act and authorising the re-registration of Sondex as a private company under section 139 of the Companies Act General Electric Company General Electric Company, a New York corporation with primary listing on the New York Stock Exchange and secondary listings on the London Stock Exchange and Euronext Paris GE Energy GE Energy is a business unit within GE Infrastructure, which is one of six primary businesses of General Electric Company GE Group General Electric Company and its subsidiary undertakings Investec Investec Investment Banking, a division of Investec Bank (UK) Limited Listing Rules the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name London Stock Exchange London Stock Exchange PLC Meetings the Court Meeting and the Extraordinary General Meeting Offer the proposed offer by DWSL to acquire Sondex to be implemented by way of the Scheme and the other matters relevant thereto to be considered at the Court Meeting and the Extraordinary General Meeting or, in DWSL's absolute discretion, by way of takeover offer Official List the Official List of the UK Listing Authority Panel the Panel on Takeovers and Mergers Pence or £ the lawful currency of the United Kingdom Registrar of Companies the Registrar of Companies in England and Wales, within the meaning of the Companies Act Scheme the scheme of arrangement proposed to be made under section 425 of the Companies Act between Sondex and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by DWSL Scheme Document the document containing and setting out the Scheme and the notice convening the Court Meeting and Extraordinary General Meeting expected to be published and sent to Sondex Shareholders shortly Scheme Shareholders the holders of Scheme Shares Scheme Shares Sondex Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and (iii) (if any) issued on or after the Scheme Voting Record Time and at or prior to 6.00 pm (London time) on the day before the Court Hearing either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the holders thereof shall have agreed to be bound by the Scheme, but excluding any Sondex Shares held by General Electric Company or DWSL Scheme Voting Record Time the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined SEC The US Securities and Exchange Commission Sondex or the Company Sondex PLC Sondex Group Sondex and its subsidiary undertakings Sondex Shares ordinary shares of 10 pence each in the capital of Sondex Sondex Share Schemes the Sondex 2003 Performance Share Plan, the Sondex 2003 All Employee Share Option Scheme, the Sondex 1998 Executive Share Option Scheme, the Sondex Sharesave Scheme and the Sondex Deferred Share Bonus Plan Sondex Shareholders registered holders of Sondex Shares from time to time Substantial Interest a direct or indirect interest of 10 per cent. of the equity share capital Subsidiary, subsidiary undertaking, have the meanings ascribed to them under the Companies Act associated undertaking and undertaking Third Party any central bank, ministry, government, government department, governmental, quasi-governmental (including the European Union), supranational, statutory regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt, the Panel UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland UK Listing Authority The Financial Services Authority acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000 Wider GE Group General Electric Company and the subsidiaries and subsidiary undertakings of General Electric Company and associated undertakings (including any joint venture, partnership, firm or company) in which any member of the GE Group is interested or any undertaking in which General Electric Company and such undertakings (aggregating their interests) have a Substantial Interest Wider Sondex Group Sondex and the subsidiaries and subsidiary undertakings of Sondex and associated undertakings (including any joint venture, partnership, firm or company) in which any member of the Sondex Group is interested or any undertaking in which Sondex and such undertakings (aggregating their interests) have a Substantial Interest All references to time in this announcement are to London time unless otherwise stated. This information is provided by RNS The company news service from the London Stock Exchange
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