Wellstream Holdings PLC

RNS Number : 8068X

General Electric Company

13 December 2010

Not for release, publication or distribution, in whole or in part, in, into or from any

jurisdiction where to do so would constitute a violation of the relevant laws or

regulations of such jurisdiction

13 December 2010

FOR IMMEDIATE RELEASE

RECOMMENDED CASH OFFER

FOR

WELLSTREAM HOLDINGS PLC

GENERAL ELECTRIC AUSTRIA GMBH

A WHOLLY-OWNED SUBSIDIARY OF GENERAL ELECTRIC COMPANY

Summary

· The boards of GE and Wellstream are pleased to announce that they have reached agreement on the terms of a recommended cash offer (the "Offer"), to be made by GE Austria (a wholly-owned subsidiary of GE), to acquire the entire issued and to be issued share capital of Wellstream.

· Under the terms of the Offer, Wellstream Shareholders will be entitled to receive:

o 780 pence in cash for each Wellstream Share (the "Offer Price"); and

o 6 pence in cash for each Wellstream Share as a special dividend (the "Special Dividend").

· The Offer Price and the Special Dividend in aggregate represent 786 pence per Wellstream Share, and together value Wellstream's fully diluted share capital at approximately £800 million.

· The Offer Price plus the Special Dividend together represent:

o a premium of 29.1 per cent. to Wellstream's Closing Price of 609 pence per Wellstream Share on 20 September 2010, the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches;

o a premium of 53.0 per cent. to Wellstream's average Closing Price of 514 pence over the three month period ended 20 September 2010, the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches; and

o a premium of 5.2 per cent. to Wellstream's Closing Price of 747 pence per Wellstream Share on 10 December 2010, the last business day prior to this announcement.

· The Wellstream Directors, who have been so advised by Credit Suisse and Rothschild, consider the terms of the Offer to be fair and reasonable to Wellstream Shareholders. In providing their advice, Credit Suisse and Rothschild have taken into account the commercial assessments of the Wellstream Directors.

Accordingly, the Wellstream Directors intend to recommend unanimously that Wellstream Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial shareholdings of Wellstream Shares (representing approximately 2.8 per cent. of the existing issued share capital of Wellstream). Further details of these undertakings are set out in Appendix 3.

· GE is a diversified infrastructure, finance and media company with products and services ranging from aircraft engines and power generation to financial services, health care solutions, and television programming. GE operates in more than 100 countries and employs about 300,000 people worldwide.

Upon completion of the Offer, Wellstream would operate as part of GE Oil & Gas, which designs, manufactures and services surface and subsea drilling and production systems, compressors, turbines, turboexpanders, high pressure reactors, industrial power generation systems and a broad portfolio of auxiliary equipment.

· Wellstream is a leading independent designer and manufacturer of high quality flexible pipeline products, systems and solutions for oil and gas transportation, with a strong R&D focus and worldwide track-record and reputation for successful completion of complex bespoke flexible pipe projects. Key products include dynamic flexible risers, static flowlines, jumpers and fluid transfer lines for deep and ultra-deepwater dynamic environments. Wellstream operates two manufacturing facilities, Newcastle (UK) and Niterói (Brazil), with a total combined capacity of approximately 570 nkm employing approximately 850 qualified engineers and staff.

· Commenting on the Offer, Claudi Santiago, President and CEO of GE Oil & Gas, said:

"Wellstream is an excellent strategic fit with GE's Oil & Gas business and represents an important 'win' for customers, GE, and for Wellstream's shareholders and employees. Wellstream's flexible riser and flowline products will extend our subsea solutions portfolio, providing customers - including those in Brazil, Africa and Asia - with the reliable technology and services needed to tackle their toughest deepwater challenges and to optimize the efficient production of oil and gas."

· Commenting on the Offer, John W. Kennedy, the Chairman of Wellstream, said:

"This is an attractive offer which, together with the Special Dividend, allows shareholders to realise their investment in cash at a price which reflects both our progress since the IPO in 2007 and the potential for further growth. Since IPO, we have invested across the business, increasing production capacity significantly and building strategic market positions. Wellstream will complement GE's impressive capabilities and the transaction will benefit customers, employees and shareholders alike. The board intends to unanimously recommend that Wellstream's shareholders accept the Offer."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices.

Enquiries

GE and GE Austria

Anne Eisele (GE Press Relations) +1 203 373 3061

Nigel O'Connor (GE Oil & Gas Press Relations) +44 20 7302 6941

Trevor Schauenberg (GE Investor Communications) +1 203 373 2424

Goldman Sachs International +44 20 7774 1000

(Sole financial adviser to GE and GE Austria)

Luca Ferrari, Nimesh Khiroya

Wellstream +44 191 295 9000

Chris Gill (Finance Director)

Jason Nunn (Investor Relations)

Rothschild +44 20 7280 5000

(Joint financial adviser to Wellstream)

Nicholas Wrigley, Stuart Vincent

Credit Suisse +44 20 7888 8888

(Joint financial adviser and joint corporate broker to Wellstream)

Stuart Upcraft, John Hannaford

Tulchan Communications +44 20 7353 4200

(PR adviser to Wellstream)

Peter Hewer, James Bradley

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the acceptance forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how it may be accepted.

The availability of the Offer to Wellstream Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance by any Restricted Overseas Persons. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent to or from a Restricted Overseas Person. Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents to or from Restricted Overseas Persons as doing so may invalidate any purported acceptance of the Offer.

The receipt of cash pursuant to the Offer by Wellstream Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Wellstream Shareholder is urged to consult his independent professional adviser regarding the tax consequences of acceptance of the Offer.

Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for GE and GE Austria and no-one else in connection with the Offer and will not be responsible to anyone other than GE and GE Austria for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the UK by the FSA, is acting exclusively for Wellstream and no-one else in connection with the Offer and will not be responsible to anyone other than Wellstream for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Credit Suisse, which is authorised and regulated by the FSA, is acting for Wellstream and for no-one else in connection with the Offer and will not be responsible to anyone other than Wellstream for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

The directors of GE Austria (Michael Ofenboeck and Erwin Stuhlbacher) together with Jeffrey R. Immelt, John Krenicki and Claudi Santiago accept responsibility for the information contained in this announcement, including statements concerning GE Austria's expectations and estimates as to the position of Wellstream or Wellstream Group (other than that relating to the Wellstream Group, the Wellstream Directors and their immediate families, related trusts and persons connected with the Wellstream Directors and any statements concerning Wellstream's expectations and estimates as to the position of Wellstream or the Wellstream Group). To the best of the knowledge and belief of the GE Austria Responsible Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Wellstream Directors accept responsibility for the information contained in this announcement relating to the Wellstream Group (other than the statements concerning GE Austria's expectations and estimates as to the position of Wellstream or the Group), the Wellstream Directors and their immediate families, related trusts and persons connected with the Wellstream Directors. To the best of the knowledge and belief of the Wellstream Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Notice to US holders of Wellstream Shares

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer is being made in the United States pursuant to applicable US tender offer rules and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments that are different from those applicable to tender offers made solely in accordance with US procedures and law.

The receipt of cash pursuant to the Offer by a US holder of Wellstream Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Wellstream Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of accepting the Offer.

It may be difficult for US holders of Wellstream Shares to enforce their rights and any claim arising out of the US federal securities laws, since GE Austria and Wellstream are located in non-US jurisdictions, and some or all of their officers and directors may be residents of non-US jurisdictions. US holders of Wellstream Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and in accordance with Rule 14e-5 (b) of the US Exchange Act, GE Austria, GE and/or their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Wellstream Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International will continue to act as exempt principal trader in Wellstream Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as required in the UK. The required information will be reported to a Regulatory Information Service of the UK Listing Authority, will be available on the London Stock Exchange website (www.londonstockexchange.com) and will be publicly disclosed in the United States.

Forward-looking statements

This announcement, oral statements made regarding the Offer, and other information published by GE, GE Austria and Wellstream contain "forward-looking statements". These statements are based on the current expectations of the management of GE, GE Austria and Wellstream 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 Wellstream and GE Oil & Gas, the expected timing and scope of the Offer, enhanced customer benefits, access to greater resources and other benefits, 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 in deepwater drilling, 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. None of GE, GE Austria or Wellstream undertake 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.

Disclosure requirements of the Takeover Code (the "City Code")

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Publication on websites

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available on GE's website (www.gereports.com/takeover-offer) and on Wellstream's website (www.wellstream.com) by no later than 12 noon on 14 December 2010.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the City Code, as at the close of business on 10 December 2010, Wellstream's issued share capital consisted of 100,647,322 ordinary shares of 1 pence each. The international securities identification number for Wellstream's ordinary shares is GB00B1VWM162.

Not for release, publication or distribution, in whole or in part, in, into or from any

jurisdiction where to do so would constitute a violation of the relevant laws or

regulations of such jurisdiction

13 December 2010

FOR IMMEDIATE RELEASE

RECOMMENDED CASH OFFER

FOR

WELLSTREAM HOLDINGS PLC

GENERAL ELECTRIC AUSTRIA GMBH

A WHOLLY-OWNED SUBSIDIARY OF GENERAL ELECTRIC COMPANY

1. Introduction

The boards of GE and Wellstream are pleased to announce that they have reached agreement on the terms of a recommended cash offer (the "Offer"), to be made by GE Austria (a wholly-owned subsidiary of GE), to acquire the entire issued and to be issued share capital of Wellstream.

2. The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 of this announcement and to be set out in the Offer Document, Wellstream Shareholders will be entitled to receive:

780 pence in cash for each Wellstream Share (the "Offer Price"); and

6 pence in cash for each Wellstream Share as a special dividend (the "Special Dividend").

In aggregate, the Offer Price and Special Dividend represent 786 pence per Wellstream Share.

The Offer Price and the Special Dividend together value Wellstream's fully diluted share capital at approximately £800 million.

The Offer Price plus the Special Dividend together represent:

· a premium of 29.1 per cent. to Wellstream's Closing Price of 609 pence per Wellstream Share on 20 September 2010, the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches;

· a premium of 53.0 per cent. to Wellstream's average Closing Price of 514 pence over the three month period ended 20 September 2010, the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches; and

· a premium of 5.2 per cent. to Wellstream's Closing Price of 747 pence per Wellstream Share on 10 December 2010, the last business day prior to this announcement.

3. Background to and reasons for the Offer

This Offer represents GE's latest strategic initiative in a series of acquisitions over the past decade that collectively have helped GE to expand its portfolio across all segments of the oil and gas industry. Wellstream will provide a range of innovative products and technologies that will further expand GE's offering to its customers in the high growth oil and gas sector. In addition, the proposed acquisition of Wellstream would substantially expand GE's presence in Brazil, which represents a high priority growth region for GE.

GE acknowledges Wellstream's successful track record to date, and the important role that Wellstream's employees have played in delivering numerous commercial successes. GE believes that it can continue to support this track record in a number of ways, such as by leveraging GE's technology and research capabilities in the sensing and material sciences areas to enhance Wellstream's commercial proposition, and by further expanding Wellstream's global product reach.

GE believes that its existing knowledge of the oil and gas sector, coupled with the skills and experience of Wellstream's employees and management, will provide GE with a strong platform for continued profitable growth, coupled with a number of important benefits for GE's and Wellstream's combined customer base and Wellstream's employees.

4. Recommendation

The Wellstream Directors, who have been so advised by Credit Suisse and Rothschild, consider the terms of the Offer to be fair and reasonable to Wellstream Shareholders. In providing their advice, Credit Suisse and Rothschild have taken into account the commercial assessments of the Wellstream Directors.

Credit Suisse and Rothschild are acting as the independent financial advisers to Wellstream in relation to Rule 3 of the City Code.

5. Background to and reasons for the recommendation

Wellstream was listed on the London Stock Exchange in April 2007 and has established its position as a leading manufacturer of high-quality flexible pipeline products, systems and solutions for fluid transportation. Since the IPO, Wellstream has, inter-alia,

· increased sales from £147 million for the year ended December 2006 to £386 million for the year ended December 2009;

· built and opened a new production centre in Niterói, Brazil, increasing total manufacturing capacity from 240 nkm to 570 nkm per annum to develop a leading market position in Brazil; and

· increased its share price from 320 pence per Wellstream Share at IPO to 609 pence per Wellstream Share (the Closing Price on 20 September 2010, being the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches).

On 21 September 2010, the board of Wellstream confirmed that it had received a number of preliminary approaches regarding a possible offer for the Company. One of these approaches was from GE, and proposed 750 pence per Wellstream Share. This approach was rejected. On 17 November 2010, the board of Wellstream received a revised proposal of 780 pence per Wellstream Share from GE, together with an entitlement to receive the Special Dividend, which together valued each Wellstream Share at 786 pence and, on this basis, the board of Wellstream determined that it would be in the best interests of Wellstream Shareholders to permit GE to carry out due diligence. Following completion of this due diligence, GE has confirmed the financial terms of its revised proposal.

The board of Wellstream believes that the Offer provides Wellstream Shareholders with both fair value today and additional value for foregoing the opportunity to participate in the future growth prospects for Wellstream. In reaching this conclusion, the board of Wellstream has carefully considered both the prospects and risks Wellstream faces, particularly with respect to the volatility and uncertainty of the oilfield services industry in Wellstream's geographical markets. Following the announcement by Wellstream on 21 September 2010 that it had received a number of preliminary approaches regarding a possible offer for the Company, Wellstream received further enquiries from interested parties. Any and all expressions of interest received have been taken into account by the board of Wellstream in forming its recommendation. Having carefully considered all aspects of the Offer including transaction certainty, the board of Wellstream has concluded that the price of 786 pence per Wellstream Share (including the Special Dividend of 6 pence per Wellstream Share) is fair and reasonable, and the board of Wellstream therefore intends to unanimously recommend that WellstreamShareholders accept the Offer.

6. Irrevocable undertakings

GE Austria has received irrevocable undertakings from the directors of Wellstream to accept the Offer in respect of all of their own beneficial shareholdings of Wellstream Shares amounting, in aggregate, to 2,790,875 Wellstream Shares, representing approximately 2.8 per cent. of Wellstream's existing issued share capital.

Further details of these irrevocable undertakings are set out in Appendix 3.

7. Information on GE and GE Austria

GE is a diversified infrastructure, finance and media company with products and services ranging from aircraft engines and power generation to financial services, health care solutions, and television programming. GE operates in more than 100 countries and employs about 300,000 people worldwide.

GE Austria is a wholly owned subsidiary of GE.

Upon completion of the Offer, Wellstream would operate as part of GE Oil & Gas, which is a US$7.7 billion revenue division of GE that is headquartered in Florence, Italy. GE Oil & Gas designs, manufactures and services surface and subsea drilling and production systems, compressors, turbines, turboexpanders, high pressure reactors, industrial power generation systems and a broad portfolio of auxiliary equipment.

Further information on GE and GE Oil & Gas is available on their respective websites at www.ge.com and www.geoilandgas.com.

8. Information on Wellstream

Wellstream is a leading independent designer and manufacturer of high quality flexible pipeline products, systems and solutions for oil and gas transportation, with a strong R&D focus and worldwide track-record and reputation for successful completion of complex bespoke flexible pipe projects. Key products include dynamic flexible risers, static flowlines, jumpers and fluid transfer lines for deep and ultra-deepwater dynamic environments. Wellstream operates two manufacturing facilities, Newcastle (UK) and Niterói (Brazil), with a total combined capacity of approximately 570 nkm employing approximately 850 qualified engineers and staff.

Wellstream was founded in 1983 in Panama City (US). Production commenced in Newcastle (UK) in 1997 in response to an increase in North Sea offshore activity. In 1995, Wellstream was acquired by Dresser Industries, Inc. but following the merger of Dresser Industries, Inc. with Halliburton Company, Wellstream was subsequently sold to a consortium comprising funds managed by Candover Partners Limited and Wellstream's management team at the time. In April 2007, Wellstream was listed on the London Stock Exchange. In 2007, production in Niterói commenced in response to increasing demand for offshore products and services in Brazil.

For the financial year ended 31 December 2009, Wellstream reported revenues from continuing operations of £386.1 million, operating profit from continuing operations before exceptional items of £50.8 million and net assets of £199.7 million. For the interim period from 1 January 2010 to 30 June 2010, Wellstream reported revenues from continuing operations of £128.6 million and operating profit from continuing operations before exceptional items of £11.8 million, and sales backlog as of 30 June 2010 of £246 million.

Interim management statement

On 16 November 2010, Wellstream released an interim management statement in relation to the period 1 July 2010 to 16 November 2010, an extract of which follows:

"Trading continues to be in line with the board's expectations. Contract awards in Brazil with Petrobras and OGX, along with awards elsewhere, have supported group backlog which currently stands at some £250 million (30 June 2010: £246 million).

Whilst uncertainty does remain around the timing of awards outside Brazil, the number of potential awards is substantial and this gives the board confidence that the business is well positioned to capitalise on growth opportunities as they arise."

Further information on Wellstream is available on its website at www.wellstream.com.

9. The Special Dividend

The payment of the Special Dividend will be conditional on the Offer becoming or being declared wholly unconditional.

The payment date for the Special Dividend will be 14 days following the date on which the Offer becomes or is declared wholly unconditional or such other date as GE Austria and Wellstream may agree.

Given the proposed payment of the Special Dividend, Wellstream will not declare a final dividend in relation to the year ending 31 December 2010.

10. Financing of the Offer

The cash consideration payable by GE Austria under the terms of the Offer will be funded from existing cash resources of the GE Group.

Goldman Sachs International, as sole financial adviser to GE Austria, has confirmed that it is satisfied that sufficient resources are available to GE Austria to enable it to satisfy, in full, the cash consideration payable by GE Austria under the terms of the Offer.

11. Management and employees

GE values highly the skills, knowledge and expertise of Wellstream's existing management and employees. GE has given assurances to the directors of Wellstream that the existing employment rights of the management and employees of Wellstream will be safeguarded.

12. Wellstream Share Schemes

The Offer will extend to all Wellstream Shares unconditionally allotted or issued to satisfy the exercise of options granted or the vesting of awards under the Wellstream Share Schemes after the Announcement Date and before the date the Offer closes to acceptances (or such earlier date as GE Austria may, subject to the City Code and in accordance with the Conditions and further terms of the Offer, decide).

To the extent that such options are not so exercised, or awards of Wellstream Shares vest under the terms of the Wellstream Share Schemes when the Offer becomes or is declared unconditional in all respects, GE Austria intends to make appropriate proposals to the holders of such options and awards under the Wellstream Share Schemes in due course.

13. Break Fee Agreement

GE Austria and Wellstream have entered into an agreement which contains, among other things, a break fee, a non-solicitation undertaking, a right to match and an undertaking in relation to the period for which the Offer will remain open. A brief summary of the Break Fee Agreement is set out below.

Break fee

Wellstream has agreed that it will pay GE Austria a break fee of one per cent. of the value of Wellstream's fully diluted equity share capital by reference to the terms of the Offer, by way of compensation, if after the Announcement Date (i) the Wellstream Directors fail to recommend unanimously in the Offer Document that Wellstream shareholders accept the Offer, or withdraw or adversely modify their recommendation of the Offer, or agree or resolve to take any such action, in each case without recommending or approving any other Competing Proposal at the time they take or fail to take such action; or (ii) a Competing Proposal is announced and the Competing Proposal referred to in that announcement, or any other Competing Proposal, subsequently becomes effective or becomes or is declared unconditional in all respects or is otherwise completed.

Non-solicitation

Wellstream has also agreed that (i) it will not, and it will procure that no member of the Wellstream Group will, (and will direct their respective representatives not to), directly or indirectly, solicit, initiate, or seek to procure a Competing Proposal from any third party; (ii) it will not release any third party from a confidentiality or standstill agreement or amend any such agreement entered into in connection with a Competing Proposal prior to the date of the Break Fee Agreement; and (iii) it will notify GE Austria, if any approach is received in relation to a Competing Proposal (the key terms of which are sufficiently clear that the board of Wellstream is capable of considering whether to recommend or approve it), of certain details of such approach or, if any request for information is received by it under Rule 20.2 of the City Code, the contents of such request.

Except as necessary to comply with the fiduciary duties of the Wellstream Directors or required pursuant to Rule 20.2 of the City Code, Wellstream has also agreed to not, directly or indirectly, enter into or continue any discussions, negotiations, communication or correspondence relating to, or which may be expected to lead to, any Competing Proposal.

Right to match

If Wellstream notifies GE Austria of a Competing Proposal which the board of Wellstream intends to recommend, Wellstream has agreed to provide GE Austria with certain details of such approach and the terms proposed by the relevant third party. Wellstream has also agreed not to accept, recommend, approve or enter into any agreement to implement such Competing Proposal; or withhold, withdraw or modify its recommendation in respect of the Offer, until GE Austria fails, within two Business Days of being notified of such Competing Proposal, to confirm to Wellstream that it intends to increase the Offer to a price per share such that the board of Wellstream determines it is able to recommend the Offer (as revised).

Offer to remain open

GE Austria has agreed that it will extend the Offer (and any revision to the Offer) on each closing date so as to keep the Offer open for acceptances, until the Offer becomes or is declared unconditional as to acceptances, until the later of, (1) the sixtieth day after the date on which the Offer Document is posted or, as the case may be, such later date as the Panel shall have determined to be 'Day 60' for the purposes of the City Code as applied to the Offer and (2) such later date as GE Austria shall determine in accordance with the City Code and with, where required, the permission of the Panel.

14. Disclosure of interests in Wellstream

Save for the irrevocable undertakings referred to in paragraph 6 above and as disclosed below, as at the close of business on 10 December 2010, the last business day prior to the date of this announcement, neither GE Austria, nor any of the directors of GE Austria, nor (so far as GE Austria is aware) any person acting in concert with GE Austria (within the meaning of the City Code) (i) has any interest in, or right to subscribe for, any Wellstream Shares or securities convertible or exchangeable into Wellstream Shares ("Wellstream Securities"), (ii) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, or arrangement in relation to Wellstream Securities, or (iii) has borrowed or lent any Wellstream Securities (save for any borrowed shares which have been on-lent or sold). For these purposes, "arrangement" includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Wellstream Securities which may be an inducement to deal or refrain from dealing in such securities.

As at close of business on 9 December 2010, being the latest practicable date prior to the date of this announcement, the following interest was disclosable by Goldman, Sachs & Co:

· Securities borrowed: 9,073 Wellstream Shares (0.009% of Wellstream's existing issued share capital)

· Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement): 2,240 Wellstream Shares (0.002% of Wellstream's existing issued share capital)

15. Withdrawal rights

Wellstream Shareholders will have the ability to withdraw their acceptances only in limited circumstances to the extent permitted by applicable law and the City Code, as will be explained in more detail in the Offer Document.

16. Delisting, compulsory acquisition and re-registration

If the Offer becomes or is declared unconditional in all respects, and acceptances are received from Wellstream Shareholders who hold at least 75 per cent. of the voting rights attaching to the Wellstream Shares, GE Austria intends to procure that Wellstream will make an application for the cancellation of the listing of the Wellstream Shares on the Official List and for the cancellation of trading of the Wellstream Shares on the London Stock Exchange's market for listed securities.

It is anticipated that the cancellation of listing on the Official List and admission to trading on the London Stock Exchange will take effect no earlier than 20 business days after either (i) GE Austria has acquired or agreed to acquire 75 per cent. of the voting rights attaching to the Wellstream Shares or (ii) the first date of issue of compulsory acquisition notices under Part 28 of the Companies Act 2006, as applicable. GE Austria will notify Wellstream Shareholders when the required 75 per cent. has been attained and confirm that the notice period has commenced and the anticipated date of cancellation. The cancellation of the listing would significantly reduce the liquidity and marketability of any Wellstream Shares in respect of which the Offer has not been accepted at that time.

If GE Austria receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Wellstream Shares to which the Offer relates, GE Austria will exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily at the Offer Price the remaining Wellstream Shares in respect of which the Offer has not been accepted.

It is also intended that, following the Offer becoming or being declared unconditional in all respects, Wellstream will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

17. Expected timetable

The Offer Document containing further details of the Offer will be despatched to Wellstream Shareholders (other than to Restricted Overseas Persons) and, for information only, to participants in the Wellstream Share Schemes as soon as practicable and, in any event, within 28 days of the date of this announcement. The Offer Document will include the anticipated timetable and will specify the necessary actions to be taken by Wellstream Shareholders.

18. Overseas Wellstream Shareholders

The distribution of this announcement to, and the availability of the Offer to, persons who are not resident in the United Kingdom or the United States may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders of Wellstream will be found in the Offer Document.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation.

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.

Appendix 1 to this announcement contains the terms of and conditions to the Offer.

Appendix 2 to this announcement sets out the bases and sources of certain of the information contained in this announcement.

Appendix 3 to this announcement contains certain details relating to the irrevocable undertakings given by the directors of Wellstream.

Appendix 4 to this announcement contains definitions of certain terms used in this announcement.

Enquiries

GE and GE Austria

Anne Eisele (GE Press Relations) +1 203 373 3061

Nigel O'Connor (GE Oil & Gas Press Relations) +44 20 7302 6941

Trevor Schauenberg (GE Investor Communications) +1 203 373 2424

Goldman Sachs International +44 20 7774 1000

(Sole financial adviser to GE and GE Austria)

Luca Ferrari, Nimesh Khiroya

Wellstream +44 191 295 9000

Chris Gill (Finance Director)

Jason Nunn (Investor Relations)

Rothschild +44 20 7280 5000

(Joint financial adviser to Wellstream)

Nicholas Wrigley, Stuart Vincent

Credit Suisse +44 20 7888 8888

(Joint financial adviser and joint corporate broker to Wellstream)

Stuart Upcraft, John Hannaford

Tulchan Communications +44 20 7353 4200

(PR adviser to Wellstream)

Peter Hewer, James Bradley

Notice to US holders of Wellstream Shares

Forward-looking statements

Disclosure requirements of the Takeover Code (the "City Code")

Publication on websites

Rule 2.10 disclosure

APPENDIX 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

Part A: Conditions of the Offer

The Offer will be subject to the following conditions (as amended if appropriate):

a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as GE Austria may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as GE Austria may decide) (1) in nominal value of Wellstream Shares to which the Offer relates, and (2) of the voting rights attached to those shares, provided that this condition shall not be satisfied unless GE Austria and/or (with the consent of the Panel) any other members of the Wider GE Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares in Wellstream carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Wellstream. For the purposes of this condition shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the Register of Members of Wellstream; and the expression "Wellstream Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act 2006;

b) a merger control policy having been made in Brazil and no order, instruction or requirement preventing the closing of the Offer having been issued or made by the Conselho Administrativo de Defensa Econômica under Brazilian Antitrust Law;

c) save as publicly announced by Wellstream in accordance with the Listing Rules, Disclosure Rules or Transparency Rules (including in any annual financial report or half-yearly financial report of Wellstream) or as fairly disclosed to GE Austria, in each case prior to the Announcement Date, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Wellstream Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Wellstream or because of a change in the control or management of Wellstream or otherwise, is reasonably likely to result in, to an extent which is material and adverse in the context of the Wider Wellstream Group taken as a whole:

i. any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

ii. any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

iii. any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

iv. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

v. the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

vi. the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

vii. any such member ceasing to be able to carry on business under any name under which it presently does so; or

viii. the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Wellstream Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, is reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition, in any case to an extent which is material and adverse in the context of the Wider Wellstream Group taken as a whole;

d) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which are reasonably expected to:

i. require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider GE Group or any member of the Wider Wellstream Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material and adverse in the context of the Wider GE Group or the Wider Wellstream Group in either case taken as a whole;

ii. to an extent which is material in the context of the Offer, require, prevent or delay the divestiture by any member of the Wider GE Group of any shares or other securities in Wellstream;

iii. to an extent which is material in the context of the Offer, impose any material limitation on, or result in a material delay in, the ability of any member of the Wider GE Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Wellstream Group or the Wider GE Group or to exercise management control over any such member;

iv. otherwise materially and adversely affect the business, assets, profits or prospects of any member of the Wider GE Group or of any member of the Wider Wellstream Group in a manner which is adverse to and material in the context of the GE Group or the Wellstream Group in either case taken as a whole;

v. make the Offer or its implementation or the acquisition or proposed acquisition by GE Austria or any member of the Wider GE Group of any shares or other securities in, or control of, Wellstream void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional material conditions or obligations with respect thereto, or otherwise challenge or interfere therewith in a material way;

vi. require any member of the Wider GE Group or the Wider Wellstream Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Wellstream Group or the Wider GE Group owned by any third party which, in each case, is material in the context of the Offer;

vii. impose any material limitation on the ability of any member of the Wider Wellstream Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider Wellstream Group taken as a whole; or

viii. result in any member of the Wider Wellstream Group ceasing to be able to carry on business under any name which is material to the Wellstream Group's business under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Wellstream Shares having expired, lapsed or been terminated;

e) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider GE Group of any shares or other securities in, or control of, Wellstream and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (each an "Authorisation") reasonably deemed necessary or appropriate by GE Austria or any member of the Wider GE Group for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Wellstream by any member of the Wider GE Group having been obtained in terms and in a form reasonably satisfactory to GE Austria from all appropriate Third Parties or persons with whom any member of the Wider Wellstream Group has entered into contractual arrangements (in each case where the absence of such Authorisation is reasonably likely to have a material and adverse effect on the Wider GE Group or the Wider Wellstream Group, in each case taken as a whole) and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations, orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Wellstream Group which is material in the context of GE Group or Wellstream Group as a whole being in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

f) except as publicly announced by Wellstream in accordance with the Listing Rules, Disclosure Rules or Transparency Rules (including in any annual financial report or half-yearly financial report of Wellstream) or as fairly disclosed to GE Austria, in each case prior to the Announcement Date, no member of the Wider Wellstream Group having, since 31 December 2009:

i. save as between Wellstream and wholly-owned subsidiaries of Wellstream or for Wellstream Shares issued pursuant to the exercise of options granted under Wellstream Share Option Schemes, issued, authorised or proposed the issue of additional shares of any class which is material in the context of the Wider Wellstream Group taken as a whole;

ii. save as between Wellstream and wholly-owned subsidiaries of Wellstream or for the grant of options under Wellstream Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities which is material in the context of the Wider Wellstream Group taken as a whole;

iii. other than to another member of Wellstream Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise, save for the Special Dividend of 6 pence per Wellstream Share described in this announcement;

iv. save for intra-Wellstream Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business;

v. save for intra-Wellstream Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital which is material in the context of the Wider Wellstream Group taken as a whole;

vi. issued, authorised or proposed the issue of any debentures or (save for intra-Wellstream Group transactions ), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability in each case which is material in the context of the Wider Wellstream Group taken as a whole;

vii. purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital in each case which is material in the context of the Wider Wellstream Group taken as a whole;

viii. implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

ix. entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider Wellstream Group or the Wider GE Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and which is material in the context of the Wider Wellstream Group taken as a whole;

x. (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

xi. entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Wellstream Group and which is material in the context of the Wider Wellstream Group taken as a whole other than to a nature and extent which is normal in the context of the business concerned;

xii. waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Wellstream Group taken as a whole;

xiii. entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

xiv. having made or agreed or consented to any material change to: (a) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Wellstream Group for its directors, employees or their dependents; (b) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; (c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or (d) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made, in any case in a manner which is material to the Wellstream Group taken as a whole;

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 Wellstream Group in a manner which is material to the Wellstream Group taken as a whole; or

xvi. having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Wellstream Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of paragraphs (iii),(iv), (v), (vi), (xiv) and (xv) of this condition, the term "Wellstream Group" shall mean Wellstream and its wholly-owned subsidiaries;

g) except as publicly announced in accordance with the Listing Rules, Disclosure Rules or Transparency Rules (including in any annual financial report or half-yearly financial report of Wellstream) or as fairly disclosed to GE Austria, in each case prior to the Announcement Date, or where not material in the context of the Wider Wellstream Group taken as a whole, since 31 December 2009:

i. no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Wellstream Group;

ii. no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Wellstream Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Wellstream Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Wellstream Group which in any such case might reasonably be expected to adversely affect any member of the Wider Wellstream Group;

iii. no contingent or other liability having arisen or become apparent to GE Austria which would be likely to adversely affect any member of the Wider Wellstream Group; and

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 Wellstream Group which is necessary for the proper carrying on of its business;

h) save as publicly announced by Wellstream in accordance with the Listing Rules, Disclosure Rules or Transparency Rules (including in the half-yearly financial report of Wellstream covering the first six months of the financial year 2010) or as fairly disclosed to GE Austria, in each case prior to the Announcement Date, GE Austria not having discovered after the Announcement Date:

i. that any financial, business or other information concerning the Wider Wellstream Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Wellstream Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading to a material extent (and which was not subsequently corrected);

ii. that any member of the Wider Wellstream Group partnership, company or other entity in which any member of the Wider Wellstream Group has a significant economic interest and which is not a subsidiary undertaking of Wellstream is subject to any liability (contingent or otherwise) which is material in the context of the Wider Wellstream Group taken as a whole which is not disclosed in the annual report and accounts of Wellstream for the year ended 31 December 2009; 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 Wellstream Group and which is material in the context of the Wider Wellstream Group taken as a whole; and

i) GE Austria not having discovered after the Announcement Date that:

i. any past or present member of the Wider Wellstream Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission which in any case is reasonably likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Wellstream Group and is material in the context of the Wider Wellstream Group taken as a whole; or

ii. there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Wellstream Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Wellstream Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which in any case is material in the context of the Wider Wellstream Group taken as a whole;

j) no circumstance having arisen or event having occurred since the Announcement Date in relation to any intellectual property owned, used or licensed by the Wider Wellstream Group or to any third parties, including:

i. any member of the Wider Wellstream Group losing its title to any intellectual property or any intellectual property owned by the Wider WellstreamGroup being revoked, cancelled or declared invalid;

ii. any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Wellstream Group being terminated or varied; or

iii. any claim being filed alleging that any member of the Wider Wellstream Group infringed the intellectual property rights of a third party or any member of the Wider Wellstream Group being found to have infringed the intellectual property rights of a third party, which, in any case, results or is reasonably likely to result in the financial, trading position or prospects of the Wider Wellstream Group being materially prejudiced or adversely affected,

which, in any case, is material in the context of the Wider Wellstream Group taken as a whole.

For the purposes of these conditions the "Wider Wellstream Group" means Wellstream and its subsidiary undertakings, associated undertakings and any other undertaking in which Wellstream and/or such undertakings (aggregating their interests) have a significant interest and the "Wider GE Group" means GE and its subsidiary undertakings, associated undertakings and any other undertaking in which GE and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).

GE Austria reserves the right to waive, in whole or in part, all or any of conditions (a) to (j) above, except for condition (a).

Conditions (b) to (j) (inclusive) must be fulfilled or waived by, midnight on the 21st day after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or in each such case such later date as GE Austria may, with the consent of the Panel, decide). GE Austria shall be under no obligation to waive or treat as satisfied any of conditions (b) to (j) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof, notwithstanding that the other conditions of the Offer 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.

If GE Austria is required by the Panel to make an offer for Wellstream Shares under the provisions of Rule 9 of the City Code, GE Austria may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse if it is referred to the Competition Commission before 3.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

The availability of the Offer to persons not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or the United States should inform themselves about and observe any applicable requirements.

This Offer will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out below and in the formal Offer Document and related form of acceptance. The Offer will comply with the applicable rules and regulations of the Financial Services Authority and the London Stock Exchange and the City Code. The Offer will also comply with the applicable rules and regulations of the US Exchange Act.

Part B: Certain further terms of the Offer

The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of Canada, Japan or Australia and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Japan or Australia.

GE Austria reserves the right, with the agreement of the Wellstream Directors and the Panel (if required), to elect to implement the Offer by way of scheme(s) of arrangement pursuant to Part 26 of the Companies Act 2006. In such event, such offer will be implemented on the same terms (subject to appropriate amendments as may be required by law or regulation, including US tender offer rules and securities laws), so far as applicable, as those that would apply to the Offer. In particular, Condition (A)(a) will not apply and the scheme will become effective and binding following:

i. approval of the scheme at the court meeting (or any adjournment thereof) by a majority in number representing 75 per cent. or more in value of Wellstream Shareholders present and voting either in person or by proxy;

ii. the resolutions required to approve and implement the scheme being those set out in the notice of general meeting of the Wellstream Shareholders being passed by the requisite majority at such general meeting; and

iii. the sanction of the scheme and confirmation of any associated reduction of capital by the Court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to Wellstream and GE Austria) and an office copy of the order of the Court sanctioning the scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies and being registered by him.

Wellstream Shares which will be acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement other than the Special Dividend of 6 pence per share.

If the Offer lapses it will cease to be capable of further acceptance. Wellstream Shareholders who have accepted the Offer and GE Austria shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

The Offer will be on the terms and will be subject to the Conditions set out in this Appendix 1, those terms which will be set out in the Offer Document and such further terms as may be required to comply with the Listing Rules and the City Code and other applicable law. This announcement does not constitute an offer or invitation to purchase Wellstream Shares or any other securities.

APPENDIX 2

BASES AND SOURCES

· The value of £800 million attributed to the issued and to be issued share capital of Wellstream is based upon the 100,647,322 Wellstream Shares in issue on 10 December 2010 and the 1,120,232 Wellstream Shares which may be issued based on the expected vesting of options under the Wellstream Share Schemes if the Offer becomes or is declared wholly unconditional, including pursuant to the determination of Wellstream's Remuneration Committee. It includes the Special Dividend of 6 pence per Wellstream Share.

· The consolidated revenue figure of GE for the year ended 31 December 2009, and the consolidated revenue figure for the GE Oil & Gas division for the year ended 31 December 2009, are extracted (without material adjustment) from GE's current report on Form 10-K, filed with the US Securities and Exchange Commission on 19 February 2010.

· Unless otherwise stated, the financial information on Wellstream is extracted from Wellstream's Annual Report and Accounts for the year ended 31 December 2009, from the unaudited interim report for the six months ended 30 June 2010 and Wellstream's interim management statement dated 16 November 2010.

· Unless otherwise stated, all prices for Wellstream Shares have been derived from the Daily Official List of the London Stock Exchange and represent closing middle market prices on the relevant date.

· The premia implied by the Offer Price (when taken together with the Special Dividend) have been calculated with reference to prices of:

o 609 pence for each Wellstream Share, being the Closing Price on 20 September 2010, the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches;

o the average Closing Price of 514 pence for each Wellstream Share for the three month period prior to and including 20 September 2010, the last business day prior to Wellstream's announcement that it had received a number of preliminary approaches; and

o 747 pence for each Wellstream Share, being the Closing Price on 10 December 2010, the last business day prior to this announcement.

APPENDIX 3

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following directors of Wellstream have given irrevocable undertakings, as described in paragraph 6 of this announcement, to accept the Offer:

Name	Number of Wellstream Shares	Percentage of issued share capital of Wellstream
Mr. John W. Kennedy	2,312,500	2.30%
Sir Graham Hearne	300,000	0.30%
Mr. Luis Antonio Gomes Araujo	125,000	0.12%
Mr. Neil Gaskell	28,125	0.03%
Mr. Patrick M. Murray	18,500	0.02%
Mr. Alasdair MacDonald	5,000	0.00%
Sir Rob Margetts	1,750	0.00%

The undertakings will remain binding in the event that a higher competing offer for Wellstream is made and will cease to be binding only if the Offer lapses or is withdrawn or the Offer Document is not posted within 28 days after the Announcement Date (or such longer period as GE Austria, with the consent of the Panel, decides).

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"Announcement Date"	13 December 2010
"Australia"	the Commonwealth of Australia, its territories and possessions
"Break Fee Agreement"	means the agreement between GE Austria and Wellstream containing certain obligations and undertakings in relation to the implementation of the Offer
"Business Days"	means a day on which banks are generally open for business in London (excluding Saturdays, Sundays and public holidays)
"Canada"	Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof
"City Code"	the City Code on Takeovers and Mergers
"Closing Price"	the closing middle market quotation of a Wellstream Share, as derived from the Daily Official List
"Competing Proposal"	means any offer, proposal, scheme of arrangement, merger or business combination, or other transaction (in each case, howsoever to be effected and whether or not subject to any pre-conditions) which is proposed or announced (whether under Rules 2.4 or 2.5 of the City Code or otherwise), including any revisions, variations, extensions or renewals thereof, to acquire, directly or indirectly, all or some proportion of the issued and to be issued share capital of Wellstream or the whole or a material part of the business or assets of Wellstream and its subsidiaries, in each case which is reasonably likely to prevent or impede the Offer
"Company"	Wellstream
"Conditions"	the conditions to the Offer as set out in Part A of Appendix 1
"Credit Suisse"	Credit Suisse Securities (Europe) Limited
"Daily Official List"	the daily official list of the London Stock Exchange
"Disclosure Rules"	the disclosure rules of the FSA 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
"FSA"	The Financial Services Authority
"GE"	General Electric Company, a New York corporation with a primary listing on the New York Stock Exchange and secondary listings on the London Stock Exchange and Euronext Paris
"GE Austria"	General Electric Austria GmbH
"GE Austria Responsible Directors"	the directors of GE Austria together with Jeffrey R. Immelt, John Krenicki and Claudi Santiago
"GE Group"	GE and its subsidiary undertakings
"GE Oil & Gas"	the Oil & Gas division of GE
"IPO"	initial public offering
"Japan"	Japan, its cities, prefectures, territories and possessions
"Listing Rules"	the rules and regulations made by the FSA 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
"nkm"	normalised kilometres
"Offer"	the recommended cash offer to be made to acquire the Wellstream Shares on the terms and subject to the Conditions set out in this announcement and to be set out in the Offer Document, including where the context so requires, any subsequent revision, variation, extension or renewal of such offer
"Offer Document"	the document to be despatched to Wellstream Shareholders and others by GE Austria containing, amongst other things, the Offer, the Conditions and certain information about GE, GE Austria and Wellstream
"Offer Price"	780 pence per Wellstream Share
"Official List"	the Official List of the UK Listing Authority
"Panel"	the Panel on Takeovers and Mergers
"Registrar of Companies"	the Registrar of Companies in England and Wales
"Regulatory Information Service"	any of the services set out in schedule 12 to the Listing Rules
"Restricted Overseas Person"	a person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any person whom GE Austria believes to be in, or resident in, Australia, Canada or Japan (or any custodian, nominee or trustee for such persons) and person in any other jurisdiction (other than persons in the UK or the US) whom GE Austria is advised to treat as a restricted overseas person in order to observe the laws of such jurisdiction or to avoid the requirement to comply with any governmental or other consent or any registration, filing or other formality which GE Austria regards as unduly onerous
"Rothschild"	N M Rothschild & Sons Limited
"Special Dividend"	6 pence per Wellstream Share
"Substantial Interest"	a direct or indirect interest in 20 per cent. or more of the voting equity capital of an undertaking
"Transparency Rules"	means the transparency rules of the FSA 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
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the FSA acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000
"United States of America", "United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"US Exchange Act"	the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
"Wellstream"	Wellstream Holdings PLC
"Wellstream Directors"	the directors of Wellstream
"Wellstream Group"	Wellstream and its subsidiary undertakings
"Wellstream Share Schemes"	means any or all of the Wellstream 2007 Performance Share Plan, the Wellstream 2007 Savings-Related Share Option Scheme or the Wellstream 2008 International Sharesave Plan
"Wellstream Shareholders"	registered holders of Wellstream Shares from time to time
"Wellstream Shares"	ordinary shares of 1 pence each in the capital of Wellstream
"Wider GE Group"	GE and the subsidiaries and subsidiary undertakings of GE 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 GE and such undertakings (aggregating their interests) have a Substantial Interest
"Wider Wellstream Group"	Wellstream and the subsidiaries and subsidiary undertakings of Wellstream and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Wellstream Group is interested or any undertaking in which Wellstream and such undertakings (aggregating their interests) have a Substantial Interest
"£" or "Sterling "	pounds Sterling, or the lawful currency of the UK from time to time
"$" or "US Dollars "	the lawful currency of the United States from time to time.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by sections 1162 and schedule 7 of the Companies Act 2006 (as amended).

This information is provided by RNS

The company news service from the London Stock Exchange

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