RNS Number:1511D
General Electric Company
03 September 2007
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION
3 September 2007
Recommended Cash Offer for Sondex PLC by Drilling and Wireline Solutions
Limited,
a wholly-owned subsidiary of General Electric Company
Summary
* The boards of Drilling and Wireline Solutions Limited ("DWSL") and
Sondex PLC ("Sondex" or the "Company") are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by DWSL, a
wholly-owned subsidiary of General Electric Company, for the entire issued and
to be issued share capital of Sondex (the "Offer"). It is intended that the
Offer will be implemented by way of a scheme of arrangement under section 425 of
the Companies Act.
* Under the terms of the Offer, Scheme Shareholders will receive 460
pence in cash for each Sondex Share.
* The Offer values Sondex's existing issued share capital at
approximately #262.7 million and the entire issued and to be issued share
capital at approximately #288.7 million.
* The Offer of 460 pence per Sondex Share represents a premium of
approximately:
- 35.5 per cent. to the Closing Price of 339.5 pence per Sondex Share on
30 August 2007, being the last Business Day prior to the date of the
announcement by Sondex that it was in discussions in relation to a possible
offer; and
- 38.1 per cent. to the average Closing Price of approximately 333.2
pence per Sondex Share for the 30 days ended 30 August 2007.
* The directors of Sondex, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. In providing its
advice, Investec has taken into account the commercial assessments of the
directors of Sondex. Accordingly, the directors of Sondex will unanimously
recommend that Sondex Shareholders vote in favour of the Scheme and the
resolutions at the Court Meeting and the EGM.
* DWSL has received irrevocable undertakings to vote in favour of the
Scheme and the resolutions at the Court Meeting and the EGM from the directors
of Sondex in respect of all of their own beneficial shareholdings of Sondex
Shares (and, where applicable, of their connected persons) amounting, in
aggregate, to 3,636,982 Sondex Shares, representing approximately 6.4 per cent.
of Sondex's entire existing issued share capital. These remain binding in the
event of a competing offer being made for Sondex.
* DWSL has also received non-binding letters of intent to vote in
favour of the Scheme and the resolutions at the Court Meeting and the EGM from
Sondex Shareholders in respect of, in aggregate, 21,595,763 Sondex Shares,
representing a further 37.8 per cent. of Sondex's entire existing issued share
capital.
* Accordingly, DWSL has received, in aggregate, irrevocable
undertakings and non-binding letters of intent to vote in favour of the Scheme
and the resolutions at the Court Meeting and the EGM from Sondex Shareholders in
respect of 25,232,745 Sondex Shares, representing approximately 44.2 per cent.
of Sondex's entire existing issued share capital.
* Sondex designs, manufactures and markets electro-mechanical based
equipment to oilfield service companies that run operations at well-sites on
behalf of oil or gas companies. Sondex equipment is used by leading operators
and service companies worldwide and has established a reputation for quality and
reliability.
Since Sondex was floated on the London Stock Exchange in June 2003, it has grown
significantly, both organically and through international acquisitions,
increasing its market capitalisation from #38.8 million on 12 June 2003 to
#193.9 million on 30 August 2007. As at 28 February 2007, the Sondex Group
employed 513 staff in nine countries. Corporate and financial growth has been
matched by operational progress, with Sondex's product range constantly being
expanded and upgraded, driven by an annual investment of approximately 10 per
cent. of revenues in research and development.
* General Electric Company is a diversified technology, media and
financial services company, with products and services ranging from aircraft
engines, power generation, water processing and sensor technology to medical
imaging, business and consumer financing, media content and industrial products.
General Electric Company serves customers in more than 100 countries and employs
more than 300,000 people worldwide.
* Following the Offer, Sondex will operate as part of GE Energy's
Optimization and Control business.
Commenting on the Offer, Brian Palmer, Vice President of GE Energy's
Optimization and Control business, said:
"Sondex will be an important addition to GE Energy's portfolio of businesses,
complementing our existing Tensor product line. The company brings to us a broad
range of advanced products and technologies, as well as employees with a deep
understanding of the customers they serve. We expect the combination to form a
substantial growth business for GE going forward."
Commenting on the Offer, Iain Paterson, chairman of Sondex, said:
"We believe that the Offer represents excellent value for the business and its
prospects and the directors are unanimous in recommending Sondex Shareholders to
vote in favour of the Offer. The Offer provides Sondex Shareholders with the
ability to realise the value of their holdings at an attractive premium to the
historic share price. The team at Sondex look forward to working in partnership
with our new colleagues at GE Energy to continue to drive the business forwards.
"
Commenting on the proposed transaction, Martin Perry, CEO of Sondex said:
"The acquisition of Sondex by DWSL is an exciting move for our company and
employees. With GE Energy, we will have greater resources to further develop
innovative new technologies and we will be able to provide an enhanced level of
global support to our customers."
Enquiries:
DWSL and General Electric Company
Frank Farnel Tel: +33 3 8459 11116
Mark Beckett Tel: +1 970 461 5232
Jim Healy Tel: +1 518 385 4696
Credit Suisse (financial adviser to DWSL and General Electric Company)
Stuart Upcraft Tel: +44 (0)20 7888 8888
James Janoskey
Sondex Tel: +44 (0)12 5286 2200
Martin Perry
Chris Wilks
Investec (financial adviser and corporate broker to Sondex) Tel: +44 (0)20 7597 5970
James Grace
Patrick Robb
College Hill Associates Limited (financial PR adviser to Sondex) Tel: +44 (0)20 7457 2020
Nick Elwes
Paddy Blewet
This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The Scheme will be subject to the Conditions
and further terms set out in Appendix 1 to this announcement and to the full
terms and Conditions to be set out in the Scheme Document. Appendix 2 to this
announcement contains source notes relating to certain information contained in
this announcement. Certain terms used in this announcement are defined in
Appendix 4 to this announcement.
This announcement is not intended to and does not constitute an offer to sell or
subscribe for or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise. Any response in relation to the Offer should be made only on
the basis of the information in the Scheme Document or any document by which the
Offer is made. Sondex will prepare the Scheme Document to be distributed to
Sondex Shareholders. Sondex and DWSL urge Sondex Shareholders to read the Scheme
Document when it becomes available because it will contain important information
relating to the Offer.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Sondex and no-one else
in connection with the Offer and will not be responsible to anyone other than
Sondex for providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer.
Credit Suisse, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for General Electric Company
and DWSL and no-one else in connection with the Offer and will not be
responsible to anyone other than General Electric Company or DWSL for providing
the protections afforded to clients of Credit Suisse or for providing advice in
relation to the Offer or to the matters referred to herein.
The availability of the Offer to Sondex Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
The distribution of this announcement in jurisdictions other than in the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This announcement
has been prepared for the purposes of complying with English law and the City
Code and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws of any jurisdiction outside the United Kingdom.
If the transaction is carried out by way of offer, the Offer will not be made,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this announcement
and formal documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Notice to US investors
The Offer relates to the shares in an English company and is being made by means
of a scheme of arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the proxy and
tender offer rules under the US Exchange Act. Accordingly, the Offer is subject
to the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US proxy and
tender offer rules. If DWSL exercises its right to implement the Offer by way of
a takeover offer, the Offer will be made in compliance with applicable US laws
and regulations.
Sondex is organised under the laws of England. All of the directors of Sondex
and most of its officers are residents of countries other than the United
States, and most of the assets of Sondex are located outside of the United
States. DWSL is a newly incorporated UK company wholly-owned by General Electric
Company, a New York corporation, and formed in connection with the Offer. You
may not be able to sue Sondex, DWSL or General Electric Company in a non-US
court for violations of US securities laws.
Neither the SEC nor any securities commission of any state of the United States
has (a) approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of the
disclosure in this document. Any representation to the contrary is a criminal
offence in the United States.
Forward-Looking Statements
This announcement, oral statements made regarding the Offer, and other
information published by General Electric Company, GE Energy, DWSL and Sondex
contain "forward-looking statements". These statements are based on the current
expectations of the management of General Electric Company, GE Energy, DWSL and
Sondex and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained herein include statements about the
expected effects of the Offer on Sondex and DWSL, the expected timing and scope
of the Offer, enhanced customer support, access to greater resources and other
synergies, other strategic options and all other statements in this announcement
other than historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "believes", "estimates", "will" "may" and "should" and words of
similar import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the satisfaction of the Conditions to the Offer, as well as additional factors,
such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Neither General Electric Company, GE Energy, DWSL, nor Sondex undertakes any
obligation to update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Sondex, all "dealings" in any "relevant securities" of
Sondex (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes effective, lapses or is otherwise withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Sondex, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Sondex by DWSL or Sondex, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at http://
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, or consult the Panel's website at
www.thetakeoverpanel.org.uk.
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS IN THAT JURISDICTION
3 September 2007
Recommended Cash Offer for Sondex PLC by Drilling and Wireline Solutions
Limited,
a wholly-owned subsidiary of General Electric Company
1. Introduction
The boards of Drilling and Wireline Solutions Limited ("DWSL") and Sondex PLC ("
Sondex" or the "Company") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer to be made by DWSL, a
wholly-owned subsidiary of General Electric Company, for the entire issued and
to be issued share capital of Sondex (the "Offer").
2. The Offer
It is intended that the Offer be implemented by way of a scheme of arrangement
under section 425 of the Companies Act.
Under the Offer, which will be subject to the Conditions and further
terms set out in Appendix 1 to this announcement and to be set out in the Scheme
Document, Scheme Shareholders will be entitled to receive:
for each Sondex Share 460 pence in cash
The Offer values Sondex's existing issued share capital at approximately #262.7
million and the entire issued and to be issued share capital at approximately
#288.7 million.
The Offer of 460 pence per Sondex Share represents a premium of approximately:
- 35.5 per cent. to the Closing Price of 339.5 pence per Sondex Share on
30 August 2007, being the last Business Day prior to the date of the
announcement by Sondex that it was in discussions in relation to a possible
offer; and
- 38.1 per cent. to the average Closing Price of approximately 333.2
pence per Sondex Share for the 30 days ended 30 August 2007.
3. Recommendation
The directors of Sondex, who have been so advised by Investec, consider the
terms of the Offer to be fair and reasonable. In providing its advice, Investec
has taken into account the commercial assessments of the directors of Sondex.
Accordingly, the directors of Sondex will unanimously recommend that Sondex
Shareholders vote in favour of the Scheme and the resolutions at the Court
Meeting and the EGM, as they have irrevocably undertaken to do in respect of
their own beneficial shareholdings.
4. Background to, and reasons for, recommending the Offer
The Company listed on the Official List of the London Stock Exchange in June
2003. Since then the Company has:
- grown sales from #17.5 million for the year ended February 2004 to
#68.5 million for the year ended February 2007; and
- increased its share price from 100 pence per share to 339.5 pence per
share (the Closing Price on 30 August 2007 being the last Business Day prior to
the date of the announcement by Sondex that it was in discussions in relation to
a possible offer) and its market capitalisation from #38.8 million on 12 June
2003 to #193.9 million on 30 August 2007 (based on the Closing Price on the last
Business Day prior to the date of the announcement by Sondex that it was in
discussions in relation to a possible offer).
Sondex operates in the oil services markets which have been experiencing a
period of strong growth and consolidation.
During the first half of 2007, the Company was approached by a number of
companies that operate in the same industry as Sondex, with a view to their
acquiring the Company. As a result the directors decided to undertake a
confidential process to establish if an acceptable offer for the Company was
available.
The confidential process involved discussions with those parties who had
expressed an interest and a number of other companies which the directors
considered might be interested in acquiring the Company. The result of the
confidential process is the Offer from DWSL.
In considering whether to recommend the Offer, the directors of Sondex have
taken into account the following:
- a process involving a number of interested parties was carried out to
establish the best price available from these parties;
- the Offer represents both fair value to Sondex Shareholders today and
additional value for foregoing the opportunity to participate in the future
growth available to the Company; and
- the Offer represents an opportunity for Sondex Shareholders to realise
their entire investment in Sondex, in cash at a premium, within a relatively
short period of time.
5. Background to and reasons for the Offer
General Electric Company views Sondex as an attractive addition to its portfolio
of businesses and an opportunity to enhance GE Energy's participation in a high
growth segment of the oilfield technology industry. Sondex's products are
complementary to the product range of GE Energy's Optimization and Control
business and Sondex brings a pipeline of innovative new technologies that will
further expand GE Energy's offering to its customers. General Electric Company
believes that GE Energy's knowledge of the oil and gas sector combined with the
skills and experience of the employees and management of Sondex will provide GE
Energy with a well-positioned platform for continued growth.
GE Energy has served the oil and gas exploration and production industry with
specialised equipment from its Reuter Stokes Measurement Solutions product lines
for over 30 years. The Sondex acquisition will expand the product portfolio and
allow customers worldwide to benefit from the combined capabilities, capacity
and resources of the two businesses.
6. Information on Sondex
Sondex designs, manufactures and markets electro-mechanical based equipment to
oilfield service companies that run operations at well-sites on behalf of oil or
gas companies. Sondex equipment is used by leading operators and service
companies worldwide and has established a reputation for quality and
reliability.
Corporate and financial growth has been matched by operational progress. The
product range is constantly being expanded and upgraded, driven by an annual
investment of approximately 10 per cent. of revenues in research and
development.
For the year ended 28 February 2007, Sondex's turnover was #68.5 million (2006:
#51.4 million), profit before tax was #8.5 million (2006: #7.5 million). The net
assets of Sondex as at 28 February 2007 were #70.2 million (2006: #59.9
million).
Further information on Sondex is available on its website at www.sondex.com.
7. Current Trading and Prospects of Sondex
Market conditions have remained favourable as operators of oil and gas fields
continue to turn to sophisticated technologies and instruments, such as those
supplied by Sondex, to optimise recovery from maturing oil and gas fields.
Revenues for the first half of the financial year have benefited from these good
market conditions and the position of Sondex's products in the industry.
The directors of Sondex are confident in the trading prospects of the Sondex
Group for the current financial year.
8. Information on DWSL and General Electric Company
DWSL is a private company incorporated in the United Kingdom for the purpose of
implementing the Offer. DWSL has not traded since its incorporation and its sole
current activity relates to the implementation of the Offer. DWSL is a
wholly-owned subsidiary of General Electric Company.
General Electric Company is a diversified technology, media and financial
services company, with products and services ranging from aircraft engines,
power generation, water processing and sensor technology to medical imaging,
business and consumer financing, media content and industrial products. General
Electric Company serves customers in more than 100 countries and employs more
than 300,000 people worldwide.
For the year ended 31 December 2006, General Electric Company reported revenues
of US$163.4 billion (2005: US$148.0 billion), earnings from continuing
operations before income taxes of US$24.6 billion (2005: US$22.7 billion) and
diluted earnings per share from continuing operations of US$1.99 (2005:
US$1.76). As at 31 December 2006, General Electric Company had total
stockholders' equity of US$112.3 billion (2005: US$109.4 billion).
Further information on the General Electric Group is available on its web site
at www.ge.com.
9. Irrevocable Undertakings
DWSL has received irrevocable undertakings to vote in favour of the Scheme and
the resolutions at the Court Meeting and the EGM from the directors of Sondex in
respect of all of their own beneficial holdings of Sondex Shares (and, where
applicable, their connected persons) amounting, in aggregate, to 3,636,982
Sondex Shares, representing approximately 6.4 per cent. of Sondex's entire
existing issued share capital. These undertakings will remain binding in the
event of a competing offer being made for Sondex.
DWSL has also received non-binding letters of intent to vote in favour of the
Scheme and the resolutions at the Court Meeting and the EGM from Sondex
Shareholders in respect of, in aggregate, 21,595,763 Sondex Shares, representing
a further 37.8 per cent. of Sondex's entire existing issued share capital.
Accordingly, DWSL has received, in aggregate, irrevocable undertakings and
non-binding letters of intent to vote in favour of the Scheme and the
resolutions at the Court Meeting and the EGM from Sondex Shareholders in respect
of 25,232,745 Sondex Shares, representing approximately 44.2 per cent. of
Sondex's entire existing issued share capital.
Further details of these irrevocable undertakings and non-binding letters of
intent are set out in Appendix 3 to this announcement.
10. Structure of the Offer
The Offer is expected to be effected by means of a scheme of arrangement between
Sondex and the Scheme Shareholders under section 425 of the Companies Act. The
procedure involves an application by Sondex to the Court to sanction the Scheme
and to confirm the cancellation of all the Scheme Shares, in consideration for
which the Scheme Shareholders will receive cash on the basis set out above.
Before the Final Court Order can be sought, the Scheme will require approval by
Scheme Shareholders at a Court convened meeting and approval of the Sondex
Shareholders of certain resolutions to be proposed at the EGM.
The Court Meeting will be convened by order of the Court for the purposes of
considering and, if thought fit, approving the Scheme (with or without
modification). The Scheme will be approved at the Court Meeting if a majority in
number representing not less than 75 per cent. in value of the Scheme
Shareholders present and voting, either in person or by proxy, votes in favour
of the Scheme.
The EGM will be convened for the purposes of considering and, if thought fit,
passing a special resolution to approve the reduction of Sondex's share capital
and the amendments to the articles of association of Sondex necessary to
implement the Scheme and any other resolutions that may be necessary.
Once the necessary approvals from the Sondex Shareholders have been obtained and
the other Conditions have been satisfied or (where applicable) waived, the
Scheme will become effective upon sanction by the Court and registration of the
Final Court Order by the Registrar of Companies. Upon the Scheme becoming
effective, it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or the EGM.
Under the Scheme, each Scheme Share will be cancelled and new Sondex Shares will
be issued fully paid to DWSL. In consideration for the cancellation of their
Scheme Shares, Scheme Shareholders will receive consideration under the terms of
the Offer as set out above.
It is intended that, following the Scheme becoming effective, and subject to
applicable requirements of the London Stock Exchange, DWSL will procure that
Sondex apply to the London Stock Exchange for the Sondex Shares to cease trading
and to the UK Listing Authority to remove the Sondex Shares from the Official
List. It is also intended that Sondex will be re-registered as a private limited
company as part of the Scheme.
DWSL and Sondex have agreed that, if DWSL so elects, the Offer may be
implemented by way of a takeover offer. In this event, that offer will be
implemented on the same terms, so far as applicable, as those which would apply
to the Scheme. If DWSL does elect to implement the Offer by way of a takeover
offer, and if sufficient acceptances of such offer are received and/or
sufficient Sondex Shares are otherwise acquired, it is the intention of DWSL to
apply the provisions of sections 979 to 982 (inclusive) of the Companies Act
2006 to acquire compulsorily any outstanding Sondex Shares to which such offer
relates.
11. Expected Timetable
It is intended that the Scheme Document containing further details of the Scheme
will shortly be despatched to Sondex Shareholders and, for information only, to
participants in the Sondex Share Schemes. The Meetings will be held in October.
The Scheme Document will include the notices of the Meetings and full details of
the Scheme together with the expected timetable, and will specify the necessary
actions to be taken by the Sondex Shareholders. The Scheme is expected to become
effective by 26 October 2007 and the consideration due to Scheme Shareholders is
expected to be despatched on the Effective Date.
12. Financing the Offer
The cash consideration payable by DWSL to Scheme Shareholders under the Offer
will be funded using existing cash resources of the GE Group.
Credit Suisse, financial adviser to DWSL, is satisfied that sufficient financial
resources are available to DWSL to enable it to satisfy in full the cash
consideration payable under the Offer.
13. Management, employees and pensions
DWSL values highly the skills, knowledge and expertise of Sondex's existing
management and employees. DWSL has given assurances to the directors of Sondex
that the existing employment rights of the management and employees of Sondex
will be safeguarded upon the Scheme becoming effective.
14. Sondex Share Schemes
Participants in the Sondex Share Schemes will be contacted regarding the effect
of the Offer on their rights under these schemes and appropriate proposals will
be made to such participants in due course.
15. Arrangements between DWSL and Sondex in relation to the Offer
Sondex and DWSL have entered into an agreement in respect of various matters
related to the Offer (the "Offer Agreement").
Under the Offer Agreement Sondex has agreed to pay DWSL an inducement fee of
#2,886,700 (plus VAT to the extent it is fully recoverable by Sondex) if, in
summary: (i) a competing proposal for Sondex is made before the Offer lapses or
is withdrawn and that proposal or any other competing proposal is completed;
(ii) the directors of Sondex withdraw or modify their recommendation of the
Offer and the Offer lapses or is withdrawn; (iii) Sondex delays implementation
of the Scheme in accordance with the timetable agreed with DWSL and the Offer
subsequently lapses or is withdrawn; or (iv) Sondex fails to assist DWSL with
obtaining any required clearances in connection with the Offer.
Sondex has agreed that before the Offer lapses, it will not enter into any
inducement fee or similar arrangement with any third party.
Sondex has also agreed in the Offer Agreement that if it receives an approach
relating to a competing proposal for Sondex which it intends to recommend
instead of the Offer, it will notify DWSL of the terms of that competing
proposal and will not withdraw or modify its recommendation of the Offer unless
either: (i) DWSL informs Sondex that it is not willing to revise the Offer such
that the directors of Sondex continue to recommend the Offer; (ii) DWSL does
not, within 72 hours of being notified of the competing proposal, confirm that
it is willing to revise the Offer such that the directors of Sondex determine to
continue to recommend the Offer; or (iii) DWSL, having confirmed within 72 hours
of being notified of the competing proposal that it is willing to revise its
Offer such that the directors of Sondex determine to continue to recommend the
Offer, fails within 108 hours of receipt of such notice to announce such revised
Offer.
The Offer Agreement also contains non-solicitation obligations on the part of
Sondex in relation to competing proposals and obligations on Sondex to notify
DWSL about other approaches from any bona fide potential offeror in relation to
competing proposals.
16. Disclosure of interests in Sondex
Save for the irrevocable undertakings referred to in paragraph 9 above, as at
the close of business on 31 August 2007, the last Business Day prior to the date
of this announcement, neither General Electric Company, DWSL, nor any of the
directors of General Electric Company or DWSL, nor, so far as General Electric
Company or DWSL are aware, any person acting in concert with General Electric
Company or DWSL has any interest in, or right to subscribe for, any Sondex
Shares or securities convertible or exchangeable into Sondex Shares ("Sondex
Securities"), nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise) including short
positions under derivatives or arrangement in relation to Sondex Securities. For
these purposes, "arrangement" includes any indemnity or option arrangement or
any agreement or understanding, formal or informal, of whatever nature, relating
to Sondex Securities which may be an inducement to deal or refrain from dealing
in such securities. In the interests of secrecy prior to this announcement, DWSL
has not made any enquiries in this respect of the matters referred to in this
paragraph of certain parties who may be deemed by the Panel to be acting in
concert with them for the purposes of the Scheme. Enquiries of such parties will
be made as soon as practicable following the date of this announcement and any
material disclosure in respect of such parties will be included in the Scheme
Document.
17. General
The Offer will comply with the applicable rules and regulations of the UK
Listing Authority, the London Stock Exchange and the City Code. The Offer will
be governed by English law and will be subject to the jurisdiction of the
English courts and the Conditions and further terms set out in Appendix 1 to
this announcement and to be set out in the Scheme Document.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2 to this announcement.
Certain terms used in this announcement are defined in Appendix 4 to this
announcement.
This announcement is not intended to and does not constitute an offer to sell or
subscribe for or an invitation to purchase or subscribe for any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the
Offer or otherwise. Any response in relation to the Offer should be made only on
the basis of the information in the Scheme Document or any document by which the
Offer is made. Sondex will prepare the Scheme Document to be distributed to
Sondex Shareholders. Sondex and DWSL urge Sondex Shareholders to read the Scheme
Document when it becomes available because it will contain important information
relating to the Offer.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Sondex and no-one else
in connection with the Offer and will not be responsible to anyone other than
Sondex for providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer.
Credit Suisse, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for General Electric Company
and DWSL and no-one else in connection with the Offer and will not be
responsible to anyone other than General Electric Company or DWSL for providing
the protections afforded to clients of Credit Suisse or for providing advice in
relation to the Offer or to the matters referred to herein.
The availability of the Offer to Sondex Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
The distribution of this announcement in jurisdictions other than in the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe any applicable requirements. This announcement has
been prepared for the purposes of complying with English law and the City Code
and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of
any jurisdiction outside the United Kingdom.
If the transaction is carried out by way of offer, the Offer will not be made,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Accordingly, copies of this announcement
and formal documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Notice to US investors
The Offer relates to the shares in an English company and is being made by means
of a scheme of arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the proxy and
tender offer rules under the US Exchange Act. Accordingly, the Offer is subject
to the disclosure requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the US proxy and
tender offer rules. If DWSL exercises its right to implement the Offer by way of
a takeover offer, the Offer will be made in compliance with applicable US laws
and regulations.
Sondex is organised under the laws of England. All of the directors of Sondex
and most of its officers are residents of countries other than the United
States, and most of the assets of Sondex are located outside of the United
States. DWSL is a newly incorporated UK company wholly-owned by General Electric
Company, a New York corporation, and formed in connection with the Offer. You
may not be able to sue Sondex, DWSL or General Electric Company in a non-US
court for violations of US securities laws.
Neither the SEC nor any securities commission of any state of the United States
has (a) approved or disapproved of the Offer; (b) passed upon the merits or
fairness of the Offer; or (c) passed upon the adequacy or accuracy of the
disclosure in this document. Any representation to the contrary is a criminal
offence in the United States.
Forward-Looking Statements
This announcement, oral statements made regarding the Offer, and other
information published by General Electric Company, GE Energy, DWSL and Sondex
contain "forward-looking statements". These statements are based on the current
expectations of the management of General Electric Company, GE Energy, DWSL and
Sondex and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained herein include statements about the
expected effects of the Offer on Sondex and DWSL, the expected timing and scope
of the Offer, enhanced customer support, access to greater resources and other
synergies, other strategic options and all other statements in this announcement
other than historical facts. Forward-looking statements include, without
limitation, statements typically containing words such as "intends", "expects",
"anticipates", "believes", "estimates", "will" "may" and "should" and words of
similar import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not limited to,
the satisfaction of the Conditions to the Offer, as well as additional factors,
such as changes in economic conditions, changes in the level of capital
investment, success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of
litigation, government actions and natural phenomena such as floods, earthquakes
and hurricanes. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements.
Neither General Electric Company, GE Energy, DWSL, nor Sondex undertakes any
obligation to update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Sondex, all "dealings" in any "relevant securities" of
Sondex (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes effective lapses or is otherwise withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an "interest"
in "relevant securities" of Sondex, they will be deemed to be a single person
for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Sondex by DWSL or Sondex, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at http://
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, or consult the Panel's website at
www.thetakeoverpanel.org.uk.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER
PART A: Conditions of the Offer
1. The Offer will be conditional upon the Scheme becoming unconditional and
becoming effective, subject to the City Code, by no later than the date falling
120 days after the date on which the Scheme Document is posted, or such later
date (if any) as DWSL, Sondex and (if required) the Court may agree.
2. The Scheme will be conditional upon:
A. approval of the Scheme by a majority in number representing 75 per cent.
or more in value of the Scheme Shareholders entitled to vote and present and
voting, either in person or by proxy, at the Court Meeting or at any adjournment
of that meeting;
B. all resolutions necessary to approve and implement the Scheme as set out
in the notice of the EGM in the Scheme Document being duly passed by the
requisite majority at the EGM or at any adjournment of that meeting; and
C. the sanction (without modification or with modification as agreed by
Sondex and DWSL) of the Scheme and the confirmation of the Capital Reduction
involved therein by the Court and:
i. the delivery of an office copy of the Final Court Order and the
minute of such reduction attached thereto to the Registrar of Companies; and
ii. the registration, in relation to the Capital Reduction, of the
Final Court Order by the Registrar of Companies.
3. In addition, DWSL and Sondex have agreed that, subject to paragraph 4
below, the Offer will be conditional upon the following Conditions and,
accordingly, the delivery of an office copy of the Final Court Order and the
minute of such reduction attached thereto will not be delivered to the Registrar
of Companies and, in relation to the Capital Reduction, the Final Court Order
will not be registered by the Registrar of Companies, unless such Conditions (as
amended if appropriate) have been satisfied (and continue to be satisfied
pending the commencement of the Court Hearing) or waived:
A. all Authorisations, which are necessary or are reasonably considered
necessary or appropriate by DWSL in any relevant jurisdiction for or in respect
of the Offer or the proposed acquisition of any shares or other securities in,
or control or management of any member of the Wider Sondex Group by DWSL or the
carrying on by any member of the Wider Sondex Group of its business, having been
obtained, in terms and in a form reasonably satisfactory to DWSL, from all
appropriate Third Parties or from any persons or bodies with whom any member of
the Wider Sondex Group has entered into contractual arrangements and such
Authorisations remaining in full force and effect and there being no notice or
intimation of any intention to revoke, suspend, restrict, modify or not to renew
any of the same in connection with the Offer or any other matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Sondex Group by DWSL;
B. all notifications and filings which are necessary or are reasonably
considered appropriate by DWSL having been made, all appropriate waiting and
other time periods (including any extensions of such waiting and other time
periods) under any applicable laws or regulations of any relevant jurisdiction
having expired, lapsed or been terminated (as appropriate), all statutory or
regulatory obligations in any relevant jurisdictions having been complied with
and all statutory and regulatory clearances in any relevant jurisdiction having
been obtained in terms and in a form reasonably satisfactory to DWSL, in each
case in connection with the Offer or any matter arising from the proposed
acquisition of any shares or other securities in, or control or management of,
any member of the Wider Sondex Group by DWSL, unless otherwise waived by DWSL,
and no temporary restraining order, preliminary or permanent injunction or other
order threatened or issued and being in effect by a court or other Third Party
of competent jurisdiction which has the effect of making the Offer illegal or
otherwise prohibiting the consummation of the Offer or any matter arising from
the proposed acquisition of any shares or other securities in, or control or
management of, any member of the Wider Sondex Group by DWSL;
C. no Third Party having intervened (as defined below) and there not
continuing to be outstanding any statute, regulation or order of any Third Party
which would be expected to:
i. make the Offer or its implementation or the proposed
acquisition by DWSL of any shares or other securities in, or control or
management of, any member of the Wider Sondex Group, void, illegal or
unenforceable in any jurisdiction, or otherwise directly or indirectly restrain,
prevent, prohibit, restrict or delay the same or impose additional conditions or
obligations with respect to the Offer or such acquisition, or otherwise impede,
challenge or interfere with the Offer or such acquisition, or require amendment
to the terms of the Offer or the proposed acquisition of any Sondex Shares or
the acquisition of control or management of Sondex or the Wider Sondex Group by
DWSL;
ii. limit or delay, or impose any limitations on, the ability
of DWSL or any member of the Wider GE Group or any member of the Wider Sondex
Group to acquire or to hold or to exercise effectively, directly or indirectly,
all or any rights of ownership in respect of shares or other securities in, or
to exercise voting or management control over, any member of the Wider Sondex
Group;
iii. prevent, delay or alter the terms envisaged for any
proposed divestiture or require any additional divestiture by DWSL or any member
of the Wider GE Group of any shares or other securities in Sondex;
iv. prevent or delay or alter the terms envisaged for any
proposed divestiture or require any additional divestiture by DWSL or any member
of the Wider GE Group or by any member of the Wider Sondex Group of all or any
portion of their respective businesses, assets or properties or limit the
ability of any of them to conduct any of their respective businesses or to own
or control any of their respective businesses, assets or properties or any part
thereof;
v. require DWSL or any member of the Wider GE Group or any
member of the Wider Sondex Group to acquire, or to offer to acquire, any shares
or other securities (or the equivalent) in any member of either group owned by
any Third Party;
vi. limit the ability of DWSL or any member of the Wider GE
Group or any member of the Wider Sondex Group to conduct or integrate or co-
ordinate its business, or any part of it, with the businesses or any part of the
businesses of any other member of the Wider Sondex Group in each case in a
manner which is material in the context of the Scheme, or as the case may be, in
the context of the Wider Sondex Group or the Wider GE Group taken as a whole;
vii. result in any member of the Wider Sondex Group ceasing to
be able to carry on business under any name under which it presently does so; or
viii. otherwise adversely affect any or all of the business,
assets, profits, financial or trading position or prospects of any member of the
Wider GE Group or any member of Wider Sondex Group to an extent which is
material in the context of the Scheme or, as the case may be, in the context of
the Wider Sondex Group or the Wider GE Group taken as a whole,
and all applicable waiting and other time periods (including any extensions of
such waiting and other time periods) during which any Third Party could
intervene under any applicable legislation or regulation of any relevant
jurisdiction having expired, lapsed or been terminated (as appropriate);
D. since 28 February 2007 and except as disclosed in Sondex's annual report
and accounts for the year then ended or as publicly announced by Sondex prior to
the date of this announcement (by the delivery of an announcement to a
Regulatory Information Service) or as fairly disclosed prior to the date of this
announcement to DWSL or its advisers by or on behalf of Sondex, there being no
provision of any arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the Wider Sondex Group is a party, or by or to
which any such member or any of its assets is or are or may be bound, entitled
or subject or any circumstance, which, in each case as a consequence of the
Offer or the proposed acquisition of any shares or other securities in, or
control or management of Sondex or any other member of the Wider Sondex Group by
DWSL or otherwise, could or might result (in each case to an extent which is
material in the context of the Scheme or, as the case may be, in the context of
the Wider Sondex Group taken as a whole) in:
i. any monies
borrowed by or any other indebtedness or liabilities (actual or contingent) of,
or any grant available to, any member of the Wider Sondex Group being or
becoming repayable or capable of being declared repayable immediately or prior
to its stated repayment date or the ability of any member of the Wider Sondex
Group to borrow monies or incur any indebtedness being withdrawn or inhibited or
becoming capable of being withdrawn;
ii. the
creation or enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property, assets or interests of any
member of the Wider Sondex Group or any such mortgage, charge or other security
interest (wherever created, arising or having arisen) becoming enforceable;
iii. any such
arrangement, agreement, licence, permit, franchise or other instrument, or the
rights, liabilities, obligations or interests of any member of the Wider Sondex
Group thereunder, being, or becoming capable of being, terminated or adversely
modified or affected or any adverse action being taken or any obligation or
liability arising thereunder;
iv. any assets or interests of any member of the Wider Sondex
Group being or falling to be disposed of or ceasing to be available to any
member of the Sondex Group or any right arising under which any such asset or
interest could be required to be disposed of or could cease to be available to
any member of the Sondex Group;
v. any member of the Wider Sondex Group ceasing to be able to
carry on business under any name under which it presently does so;
vi. the creation of liabilities (actual or contingent) by any
member of the Wider Sondex Group;
vii. the rights, liabilities, obligations or interests of any
member of the Wider Sondex Group under any such arrangement, agreement, licence,
permit, franchise or other instrument or the interests or business of any such
member in or with any other person, firm, company or body (or any arrangement or
arrangements relating to any such interests or business) being terminated or
adversely modified or affected or any adverse action taken; or
viii. the financial or trading position or the prospect or the
value of any member of the Wider Sondex Group being prejudiced or adversely
affected,
and, except as aforesaid, no event having occurred which, under any provision of
any such arrangement, agreement, licence, permit, franchise or other instrument,
could result in or would be reasonably likely to result in any of the events or
circumstances which are referred to in paragraphs (i) to (viii) of this
Condition 3(D) to an extent which is material in the context of the Scheme, or
as the case may be, in the context of the Wider Sondex Group taken as a whole;
E. since 28 February 2007 and except as disclosed in Sondex's annual report
and accounts for the year then ended or as otherwise publicly announced by
Sondex prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement to DWSL or its advisers by or
on behalf of Sondex, no member of the Wider Sondex Group having:
i. issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities or transferred or sold any shares out of treasury,
other than:
a) to other members of the Sondex Group; or
b) shares issued pursuant to the exercise of options or the vesting of
awards in each case granted under the Sondex Share Schemes or under an
employee's terms of employment;
ii. purchased or redeemed or repaid any of its own shares or
other securities or reduced or, save in respect of the matters mentioned in
paragraph (i) above, made any other change to any part of its share capital;
iii. recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made any bonus issue (other
than to a member of the Sondex Group);
iv. except as between members of the Sondex Group, made or
authorised any change in its loan capital;
v. merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred, mortgaged,
charged or created any security interest over any assets or any right, title or
interest in any assets (including shares in any undertaking and trade
investments) or authorised the same (in each case other than in the ordinary
course of business), save for any transaction between members of the Sondex
Group (which in any case is material in the context of the Wider Sondex Group
taken as a whole);
vi. issued, agreed to issue or authorised the issue of, or made
any change in or to, any debentures or incurred or increased any indebtedness or
liability (actual or contingent), in each case other than as between members of
the Sondex Group other than indebtedness incurred in the normal course of
business;
vii. entered into, varied, or authorised any contract,
agreement, transaction, arrangement or commitment other than in the ordinary
course of business (whether in respect of capital expenditure or otherwise)
which:
a) is of a long term, onerous or unusual nature or magnitude or which could
be expected to involve an obligation of such nature or magnitude; or
b) could restrict the business of any member of the Wider Sondex Group;
(which in any case is material in the context of the Wider Sondex Group taken as
a whole);
viii. entered into, implemented, effected or authorised any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement otherwise than in the ordinary course of business;
ix. entered into or varied the terms of, any contract,
agreement, commitment, transaction or arrangement with any director or senior
executive of Sondex;
x. other than by way of a solvent winding-up in respect of a
member which is dormant at the relevant time, taken any corporate action or had
any legal proceedings instituted or threatened against it or petition presented
or order made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any part of its
assets and revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction;
xi. been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;
xii. waived or compromised any claim which is material in the
context of the Wider Sondex Group taken as a whole;
xiii. made any alteration to its memorandum or articles of
association;
xiv. made or agreed or consented to any change to:
a) the terms of the pension arrangement to which any member of the Sondex
Group contributes for its directors, employees or their dependants; or
b) the benefits which accrue or to the pensions which are payable thereunder;
or
c) the basis on which qualification for, or accrual or entitlement to such
benefits or pensions are calculated or determined;
xv. proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by the Wider
Sondex Group; or
xvi. entered into any contract, agreement, commitment,
transaction or arrangement or passed any resolution or made any offer (which
remains open for acceptance) or proposed or announced any intention with respect
to any of the transactions, matters or events referred to in this Condition
3(E);
F. since 28 February 2007 and except as disclosed in Sondex's annual report
and accounts for the year then ended or as otherwise publicly announced by
Sondex prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement to DWSL or its advisers by or
on behalf of Sondex in each case which is material in the context of the Wider
Sondex Group taken as a whole:
i. there having been no adverse change or deterioration in
the business, assets, financial or trading position or profit or prospects of
any member of the Wider Sondex Group;
ii. no contingent or other liability of any member of the
Wider Sondex Group having arisen or become apparent or increased, which in any
case would be likely to adversely affect any member of the Wider Sondex Group;
iii. no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Sondex Group is or may
become a party (whether as plaintiff, defendant or otherwise) having been
threatened, announced, implemented or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Sondex Group, which
in any case might be expected to adversely affect any member of the Wider Sondex
Group;
iv. no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any licence held by
any member of the Wider Sondex Group which is necessary for the proper carrying
on of its business; and
v. (other than as a result of the Offer) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened, announced, implemented, instituted by or against or remaining
outstanding against or in respect of any member of the Wider Sondex Group;
G. since 28 February 2007 and except as disclosed in Sondex's annual report
and accounts for the year then ended or as otherwise publicly announced by
Sondex prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement to DWSL or its advisers by or
on behalf of Sondex, DWSL not having discovered:
i. that any financial or business or other information
concerning the Wider Sondex Group disclosed at any time by or on behalf of any
member of the Wider Sondex Group is materially misleading or contains any
material misrepresentation of fact or omits to state a fact necessary to make
any information contained therein not misleading; or
ii. that any member of the Wider Sondex Group is subject to
any material liability (actual or contingent) which is not disclosed in Sondex's
annual report and accounts for the financial year ended 28 February 2007; or
iii. any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Sondex Group which is adverse and which is material in the context of the Wider
Sondex Group taken as a whole;
H. since 28 February 2007 and except as disclosed in Sondex's annual report
and accounts for the year then ended or as otherwise publicly announced by
Sondex prior to the date of this announcement (by the delivery of an
announcement to a Regulatory Information Service) or as otherwise fairly
disclosed prior to the date of this announcement to DWSL or its advisers by or
on behalf of Sondex, DWSL not having discovered that:
i. any past or present member of the Wider Sondex Group has
not complied with any applicable legislation or regulations of any jurisdiction
with regard to the use, treatment, handling, storage, transport, release,
disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters or the health and safety
of any person, or that there has otherwise been any such use, treatment,
handling, storage, transport, release, disposal, discharge, spillage, leak or
emission (whether or not this constituted a non-compliance by any person with
any legislation or regulations and wherever the same may have taken place)
which, in any case, would be likely to give rise to any liability (whether
actual or contingent) or cost on the part of any member of the Wider Sondex
Group which is material in the context of the Wider Sondex Group taken as a
whole;
ii. there is, or is likely to be, any liability, whether
actual or contingent, to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the Wider Sondex Group or any other property or any controlled waters under
any environmental legislation, regulation, notice, circular, order or other
lawful requirement of any relevant authority or Third Party or otherwise which
is material in the context of the Wider Sondex Group taken as a whole; or
iii. circumstances exist whereby a person or class of persons
would be likely to have a claim in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider Sondex Group which is
material in the context of the Wider Sondex Group taken as a whole.
4. Subject to the requirements of the Panel, DWSL reserves the right to
waive all or any of Conditions 3(A) to 3(H) inclusive, in whole or in part. DWSL
shall be under no obligation to waive or treat as fulfilled any of Conditions 3
(A) to 3(H) inclusive by a date earlier than the date specified in Condition 1
for the fulfilment thereof, notwithstanding that other of Conditions 3(A) to 3
(H) inclusive may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
5. If DWSL is required by the Panel to make an offer for any Sondex Shares
under Rule 9 of the City Code, DWSL may make such alterations to the above
Conditions as are necessary to comply with that Rule.
6. The Offer will lapse (unless otherwise agreed by the Panel) if,
following the posting of the Scheme Document, there is a referral in respect of
the Offer by the Office of Fair Trading to the Competition Commission before the
date of the Court Meeting.
DWSL reserves the absolute right to elect to implement the Offer by way of a
takeover offer as it may determine in its absolute discretion. In such event,
such offer will be implemented on the same terms (subject to appropriate
amendments, including (without limitation) an acceptance condition set at 90 per
cent. (or such lesser percentage (being more than 50 per cent.) as DWSL may
decide) of the Sondex Shares to which such offer relates), so far as applicable,
as those which would apply to the Scheme.
PART B: Certain further terms of the Offer
1. For the purpose of these Conditions, a Third Party shall be regarded as
having "intervened" if it has decided to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference or made,
proposed or enacted any statute, regulation, decision or order or taken any
measures or other steps or required any action to be taken or information to be
provided or otherwise having done anything, and "intervene" shall be construed
accordingly.
2. The Sondex Shares will be acquired by DWSL fully paid and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights of any nature whatsoever and together with all rights
now or hereafter attaching thereto including the right to receive and retain all
dividends and other distributions (if any) announced, declared or paid on or
after the date of this announcement.
3. The Offer will be subject, amongst other things, to those terms which
will be set out in the Scheme Document and such further terms as may be required
to comply with the Listing Rules and the provisions of the City Code.
4. The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
5. This announcement and any rights or liabilities arising hereunder, the
Offer, the Scheme and any proxies will be governed by English law and be subject
to the jurisdiction of the English courts. The City Code, so far as appropriate,
applies to the Offer.
APPENDIX 2
BASES AND SOURCES AND OTHER INFORMATION
1. The value attributed to the existing issued share capital of Sondex is
based upon 57,108,853 Sondex Shares in issue as at 30 August 2007. The value
attributed to the entire issued and to be issued share capital of Sondex is
based upon the aggregate of (i) that number of Sondex Shares in issue, (ii) an
additional 4,106,641 Sondex Shares issuable on the exercise of share options and
(iii) a further 1,540,165 Sondex Shares issuable as deferred consideration under
certain acquisition agreements, on the assumption that the deferred
consideration becomes payable.
2. The financial information on Sondex is extracted from Sondex's annual
report and accounts for the year ended 28 February 2007.
3. The financial information on General Electric Company is extracted or
provided (without material adjustment) from the audited consolidated financial
statements of General Electric Company for the year ended 31 December 2006.
4. All prices for Sondex Shares have been derived from the Daily Official
List and represent the Closing Price on the relevant date.
5. The market capitalisation of Sondex on 12 June 2003 is based upon 38,824,330
Sondex Shares in issue on that date.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
The following directors of Sondex have given irrevocable undertakings as
described in paragraph 9 of this announcement in respect of the number of Sondex
Shares set out below:
Name Number of % of Sondex's Issued
Sondex Shares Share Capital
1.1 Martin Perry 1,717,310 3.01%
1.2 William 1,137,605 1.99%
Stuart-Bruges
1.3 Christopher 728,568 1.28%
Wilks
1.4 William Colvin 20,833 0.04%
1.5 Robin 17,333 0.03%
Pinchbeck
1.6 Iain Paterson 15,333 0.02%
1.7 Total 3,636,982 6.37%
In addition, the directors of Sondex have agreed that the undertaking to vote in
favour of the Scheme and the resolutions at the Court Meeting and the EGM will
extend to shares issued to them before the Offer becomes effective on the
exercise of options (other than on the exercise of options under the approved
part of Sondex's All Employee Share Option Plan or SAYE Scheme).
The following Sondex Shareholders have given non-binding letters of intent as
described in paragraph 9 of this announcement in respect of the number of Sondex
Shares set out below:
Name Number of % of Sondex's Issued
Sondex Shares Share Capital
Blackrock Investment Management (UK) Limited 6,505,167 11.39%
Insight Investment Management (Global) Limited 3,643,875 6.38%
Schroder Investment Management Limited 3,373,181 5.91%
F&C Managed Pension Funds Limited 3,159,546 5.53%
F&C Management Limited
F&C Asset Managers Limited
Morley Fund Management Limited 2,747,139 4.81%
Hermes Investment Management Limited 2,166,855 3.80%
Total 21,595,763 37.82%
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
Authorisations authorisation orders, directions, rules, grants, recognitions,
determinations, certifications, confirmations, consents, clearances,
provisions and approvals
Business Day a day, not being a public holiday, Saturday or Sunday, on which
clearing banks in London are open for normal business
Capital Reduction the proposed reduction of the share capital of Sondex pursuant to the
Court Hearing
City Code or Code the City Code on Takeovers and Mergers
Closing Price the closing middle market price of a Sondex Share as derived from the
Daily Official List
Companies Act the Companies Act 1985 (as amended)
Conditions the conditions to the implementation of the Offer, as set out in
Appendix 1 of this announcement and to be set out in the Scheme
Document
Court the High Court of Justice in England and Wales
Court Hearing the hearing by the Court of the petition to sanction the Scheme, to
confirm the Capital Reduction and to grant the Final Court Order
Court Meeting the meeting or meetings of Sondex Shareholders to be convened by order
of the Court pursuant to section 425 of the Companies Act to approve
the Scheme
Credit Suisse Credit Suisse Securities (Europe) Limited
Daily Official List the daily official list of the London Stock Exchange
DWSL Drilling and Wireline Solutions Limited, a private limited company
registered in England under number 6339979 and a wholly-owned
subsidiary of General Electric Company
Effective Date the date on which the Scheme becomes effective
EGM (or Extraordinary General the extraordinary general meeting of Sondex Shareholders to be
Meeting) convened to consider and, if thought fit, pass certain resolutions
required to implement the Scheme and the Offer
Final Court Order the order of the Court sanctioning the Scheme under section 425 of the
Companies Act, confirming the Capital Reduction under section 137 of
the Companies Act and authorising the re-registration of Sondex as a
private company under section 139 of the Companies Act
General Electric Company General Electric Company, a New York corporation with primary listing
on the New York Stock Exchange and secondary listings on the London
Stock Exchange and Euronext Paris
GE Energy GE Energy is a business unit within GE Infrastructure, which is one of
six primary businesses of General Electric Company
GE Group General Electric Company and its subsidiary undertakings
Investec Investec Investment Banking, a division of Investec Bank (UK) Limited
Listing Rules the rules and regulations made by the Financial Services Authority in
its capacity as the UK Listing Authority under the Financial Services
and Markets Act 2000, and contained in the UK Listing Authority's
publication of the same name
London Stock Exchange London Stock Exchange PLC
Meetings the Court Meeting and the Extraordinary General Meeting
Offer the proposed offer by DWSL to acquire Sondex to be implemented by way
of the Scheme and the other matters relevant thereto to be considered
at the Court Meeting and the Extraordinary General Meeting or, in
DWSL's absolute discretion, by way of takeover offer
Official List the Official List of the UK Listing Authority
Panel the Panel on Takeovers and Mergers
Pence or # the lawful currency of the United Kingdom
Registrar of Companies the Registrar of Companies in England and Wales, within the meaning of
the Companies Act
Scheme the scheme of arrangement proposed to be made under section 425 of the
Companies Act between Sondex and the Scheme Shareholders, with or
subject to any modification, addition or condition approved or imposed
by the Court and agreed to by DWSL
Scheme Document the document containing and setting out the Scheme and the notice
convening the Court Meeting and Extraordinary General Meeting expected
to be published and sent to Sondex Shareholders shortly
Scheme Shareholders the holders of Scheme Shares
Scheme Shares Sondex Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and prior
to the Scheme Voting Record Time; and
(iii) (if any) issued on or after the Scheme Voting Record Time and at
or prior to 6.00 pm (London time) on the day before the Court Hearing
either on terms that the original or any subsequent holders thereof
shall be bound by the Scheme and/or in respect of which the holders
thereof shall have agreed to be bound by the Scheme,
but excluding any Sondex Shares held by General Electric Company or
DWSL
Scheme Voting Record Time the time and date specified in the Scheme Document by reference to
which entitlement to vote on the Scheme will be determined
SEC The US Securities and Exchange Commission
Sondex or the Company Sondex PLC
Sondex Group Sondex and its subsidiary undertakings
Sondex Shares ordinary shares of 10 pence each in the capital of Sondex
Sondex Share Schemes the Sondex 2003 Performance Share Plan, the Sondex 2003 All Employee
Share Option Scheme, the Sondex 1998 Executive Share Option Scheme,
the Sondex Sharesave Scheme and the Sondex Deferred Share Bonus Plan
Sondex Shareholders registered holders of Sondex Shares from time to time
Substantial Interest a direct or indirect interest of 10 per cent. of the equity share
capital
Subsidiary, subsidiary undertaking, have the meanings ascribed to them under the Companies Act
associated undertaking and
undertaking
Third Party any central bank, ministry, government, government department,
governmental, quasi-governmental (including the European Union),
supranational, statutory regulatory or investigative body or authority
(including any national or supranational anti-trust or merger control
authority), national, state, municipal or local government (including
any subdivision, court, administrative agency or commission or other
authority thereof), private body or other authority, trade agency,
association, institution or professional or environmental body or any
other person or body whatsoever in any relevant jurisdiction,
including for the avoidance of doubt, the Panel
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority The Financial Services Authority acting in its capacity as the
competent authority for listing under the Financial Services and
Markets Act 2000
Wider GE Group General Electric Company and the subsidiaries and subsidiary
undertakings of General Electric Company and associated undertakings
(including any joint venture, partnership, firm or company) in which
any member of the GE Group is interested or any undertaking in which
General Electric Company and such undertakings (aggregating their
interests) have a Substantial Interest
Wider Sondex Group Sondex and the subsidiaries and subsidiary undertakings of Sondex and
associated undertakings (including any joint venture, partnership,
firm or company) in which any member of the Sondex Group is interested
or any undertaking in which Sondex and such undertakings (aggregating
their interests) have a Substantial Interest
All references to time in this announcement are to London time unless otherwise
stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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