Statement re Possible Offer
February 22 2010 - 2:00AM
UK Regulatory
TIDMEKT TIDMHTH
RNS Number : 4460H
Delta Controls Limited
22 February 2010
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 | 22 February 2010 |
+------------------------------+------------------------------+
Delta Controls Limited ("Delta Controls Limited")
Statement re Possible Offer for Hartest Holdings plc ("Hartest")
On 1 February 2010 the Panel on Takeovers and Mergers Executive announced that
it had ruled that Delta Controls must, by 5.00 pm on 22 February 2010, either
announce a firm intention to make an offer for Hartest under Rule 2.5 of the
Code or announce that it does not intend to make an offer for Hartest.
Since that time Delta Controls has concluded its due diligence and spoken to
certain significant shareholders.
The Board of Delta Controls has been advised that an offer would not receive a
unanimous recommendation from the Hartest board and that certain significant
shareholders would not be supportive of an offer for Hartest at 68.33 pence
(being the previously indicative offer price of 69 pence less the dividend
declared by Hartest of 0.67 pence per share). The Board of Delta Controls is
also aware of the decline in stock market values since the date on which the
indicative offer price was set. Given these factors, the Board of Delta Controls
is concerned that it would be difficult to gain sufficient support to be able to
implement the changes it would propose for the business. For these reasons the
Board of Delta Controls has notified the board of Hartest that it does not
intend to announce a firm intention to make an offer for Hartest.
Under Rule 2.8 of the City Code on Takeovers and Mergers (the 'Code'), and
except with the consent of the Takeover Panel, the statement in the preceding
paragraph will prevent Delta Controls (and anyone acting in concert with it)
from announcing an offer or possible offer for Hartest or taking certain actions
within the next six months unless there has occurred an event, as set out below,
which enables the statement to be set aside.
Accordingly, for the purposes of Rule 2.8 of the Code, Delta Controls reserves
the right (on behalf of itself and anyone acting in concert with it) to announce
an offer or possible offer for Hartest and/or to take any other action which
would otherwise be restricted under Rule 2.8 of the Code within the next six
months in the event that:
(i) the agreement or recommendation of the board of Hartest is given to the
making of such an announcement or the taking of any such other action; or
(ii) a third party announces a firm offer for Hartest; or
(iii) Hartest announces a 'whitewash proposal' or a 'reverse takeover' (each as
defined in the Code); or
(iv) there is a material change in circumstances.
-ENDS-
For further information contact:
Delta Controls Limited
Ray Harrison, Managing Director Tel: 0208 939 3500
Cattaneo LLP - Financial adviser
Charles Cattaneo Tel: 0121 616 0395
Ian Stanway
The directors of Delta Controls accept responsibility for the information
contained in this announcement in relation to Delta Controls. To the best of the
knowledge and belief of the directors of Delta Controls (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such information
Cattaneo LLP is acting exclusively for Delta Controls and no-one else in
connection with the matters set out in this announcement and, accordingly, will
not be responsible to anyone other than Delta Controls for providing the
protections offered to clients of Cattaneo LLP or for providing advice in
relation to the matters set out in this announcement, or any matter referred to
herein. No representation or warranty, express or implied, is made by Cattaneo
LLP as to any of the contents of this announcement (without limiting the
statutory rights of any person to whom this announcement is issued.)
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFDFFLFLBLFBBBD
Hartest Hldgs. (LSE:HTH)
Historical Stock Chart
From Jan 2025 to Feb 2025
Hartest Hldgs. (LSE:HTH)
Historical Stock Chart
From Feb 2024 to Feb 2025