Offer Document for Andor Technology plc

RNS Number : 7561V

Oxford Instruments PLC

17 December 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS

FOR IMMEDIATE RELEASE

17 December 2013

RECOMMENDED CASH OFFER

FOR

ANDOR TECHNOLOGY PLC ("ANDOR")

BY

OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED ("OINTH")

A WHOLLY-OWNED SUBSIDIARY OF OXFORD INSTRUMENTS PLC

POSTING OF OFFER DOCUMENT

On 10 December 2013, the boards of Oxford Instruments plc and Andor announced that they had reached agreement on the terms of a recommended cash offer to be made by OINTH, a wholly-owned subsidiary of Oxford Instruments plc (together with OINTH, "Oxford Instruments") for the entire issued and to be issued share capital of Andor (the "Offer").

Oxford Instruments announces that the offer document (the "Offer Document") containing full terms of, and conditions to, the Offer, is being posted today to Andor Shareholders, together with the related form of acceptance (the "Form of Acceptance").

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 7 January 2014.

To accept the Offer in respect of Andor Shares in certificated form (that is, not in CREST), Andor Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it  in accordance with paragraph 17(a) of the Letter from the Chairman of Oxford Instruments set out in Part II of the Offer Document and return it (along with any appropriate share certificate(s) and/or other document(s) of title) using the accompanying reply-paid envelope (for use within the UK only) as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. (London time) on 7 January 2014 to Capita Asset Services.

To accept the Offer in respect of Andor Shares in uncertificated form (that is, in CREST), Andor Shareholders should follow the procedures for electronic acceptance through CREST in accordance with the instructions set out in paragraph 17(e) of the Letter from the Chairman of Oxford Instruments set out in Part II of the Offer Document so that a TTE Instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 7 January 2014.

Capitalised terms used in this announcement have the meanings ascribed to them in the Offer Document.

In accordance with Rule 30.4 of the City Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the websites of Oxford Instruments at http://www.oxford-instruments.com/investor and Andor at http://www.andorplc.com/ until the end of the Offer (including any competition reference period). For the avoidance of doubt, the contents of the websites referred to above are not incorporated into and do not form part of this announcement.

Enquiries:

Oxford Instruments plc Jonathan Flint (Chief Executive) Kevin Boyd (Group Finance Director)	Tel: [phone]
Evercore (Lead Financial Adviser to Oxford Instruments) Bernard Taylor Julian Oakley	Tel: [phone]
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to Oxford Instruments) Robert Constant Richard Perelman	Tel: [phone]
MHP Communications (PR Adviser to Oxford Instruments) Rachel Hirst	Tel: [phone]

This announcement is not intended to and does not constitute or form part of any offer or

invitation to sell or purchase any securities or the solicitation of an offer to purchase,

otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the

Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in

this announcement in or into any jurisdiction in contravention of any applicable law. The

Offer will be made solely by the Offer Document (together with, in the case of Andor

Shares in certificated form, the Form of Acceptance), which will contain the full terms and

conditions of the Offer, including details of how the Offer may be accepted. Andor

Shareholders should carefully read the Offer Document (and, if they hold their Andor

Shares in certificated form, the Form of Acceptance) in its entirety before making a decision

with respect to the Offer.

Evercore is acting as lead financial adviser to Oxford Instruments on the Offer, with J.P. Morgan Cazenove acting as joint financial adviser and broker.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Oxford Instruments and no one else in connection with the Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker exclusively for Oxford Instruments and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Oxford Instruments for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to the matters referred to in this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 [phone].

 

END

 

 

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