HTH Hartest Hldgs.

 

TIDMEKT TIDMHTH 
 
RNS Number : 1795D 
Delta Controls Limited 
27 November 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION 
+------------------------------------+------------------------------------+ 
| Press Release                      |                   27 November 2009 | 
+------------------------------------+------------------------------------+ 
 
 
Delta Controls Limited 
Statement re Possible Offer for Hartest Holdings Plc ("Hartest Holdings") 
The Board of Delta Controls Limited ("Delta Controls") notes the statement made 
by the Takeover Panel on 24 November 2009 (as a replacement for the announcement 
made on 23 November 2009) setting a deadline of 1.00 pm on 31 December 2009 for 
Delta Controls to either announce a firm intention to make an offer for Hartest 
Holdings under Rule 2.5 of the Code or announce that it does not intend to make 
an offer. 
Delta Controls reports that it has made progress since the announcement on 8 
October 2009 when it reported that it was in discussions regarding a possible 
offer for Hartest Holdings and, following further discussions, Delta Controls 
has raised its indicative offer price to 61p in cash, a significant increase 
from the 50p indicative offer price in the announcement of 8 October 2009. 
 Delta Controls reserves the right following performing any due diligence and  a 
review of current trading or in the event that Hartest Holdings declares or pays 
any dividends or other distributions, to lower the price, subject to the 
approval, in each case, of the Hartest Holdings board. As a result, Delta 
Controls has been asked by the board of Hartest Holdings to approach its two 
largest shareholders, who between them hold in excess of 50% of the issued share 
capital, for support, and Delta Controls is now seeking the support of Elektron 
plc (23.2%) and/or Bronsstadet AB (29.9%) in the form of an irrevocable 
undertaking at 61p.  In the absence of support from one or other of these key 
shareholders then Delta Controls will not proceed with an offer. However, Delta 
Controls reserves the right to waive this pre-condition. 
This announcement does not constitute a firm intention to make an offer and 
that, accordingly, there can be no certainty that any offer will be made even if 
the pre-conditions are satisfied or waived. 
- Ends - 
 
 
For further information please contact: 
Delta Controls Limited 
Ray Harrison - Managing Director    0208 939 3500 
Cattaneo LLP - Financial Advisers 
Charles Cattaneo                      07774 276512 
Ian Stanway                          07837 179502 
The Directors of Delta Controls accept responsibility for the information 
contained in this announcement. To the best of the knowledge and belief of the 
Directors of Delta Controls (who have taken all reasonable care to ensure such 
is the case), the information contained in this announcement is in accordance 
with the facts and does not affect the import of such information. 
Cattaneo LLP, is member firm of the Institute of Chartered Accountants in 
England and Wales, is acting exclusively for Delta Controls and no one else in 
connection with the possible offer for Hartest Holdings and will not be 
responsible to anyone other than Delta Controls for providing the protections 
afforded to customers of Cattaneo LLP nor for providing advice in relation to 
the possible offer for Hartest Holdings or any other matter referred to in this 
announcement. 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any 
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of 
any class of 'relevant securities' of Hartest Holdings, all 'dealings' in any 
'relevant securities' of Hartest Holdings (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 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which an offer becomes, or is declared, 
unconditional as to acceptances, 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 Hartest Holdings, 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 Code, all 'dealings' in 'relevant 
securities' of Hartest Holdings by Delta Controls, or by any of their 
'associates', must be disclosed by no later than 12.00 noon (London time) on the 
London 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 Takeover Panel's website at 
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 Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a 'dealing' under Rule 8, you should consult the Panel. 
 
 
Notes to Editors 
Delta Controls is a private limited company that is wholly owned by members of 
its management team. Delta Controls has more than 50 years experience in the 
design and manufacture of high quality, robust and accurate instruments for 
process monitoring and control applications worldwide. It has facilities in the 
UK, Italy, China and USA. Delta Controls enjoys a well established international 
customer base with products installed worldwide in Oil and Gas, Power, Utilities 
and Chemical Processing industries. Delta Controls offers its customers full, 
lifetime technical support and installation solutions worldwide, via its offices 
and a network of trained Representatives. Further information on Delta Controls 
can be found at www.delta-controls.com. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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