TIDMGEC TIDMWSM
RNS Number : 8162A
General Electric Company
07 February 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any
jurisdiction where to do so would constitute a violation of the
relevant laws or
regulations of such jurisdiction
7 February 2011 FOR IMMEDIATE RELEASE
GENERAL ELECTRIC AUSTRIA GMBH Recommended cash Offer by General
Electric Austria GmbH (a wholly-owned subsidiary of General
Electric Company) for the entire issued and to be issued share
capital of Wellstream Holdings PLC
Offer update - delisting and related matters
On 13 December 2010, General Electric Company ("GE") announced
the terms of a recommended cash offer (the "Offer") by its
wholly-owned subsidiary General Electric Austria GmbH ("GE
Austria"), to acquire the entire issued and to be issued share
capital of Wellstream Holdings PLC ("Wellstream"). The full terms
of, and conditions to, the Offer and the procedure for acceptance
were set out in the offer document issued by GE Austria on 20
December 2010 (the "Offer Document").
The Offer was declared wholly unconditional on 3 February
2011.
Delisting
As GE Austria is in receipt of valid acceptances which result in
it having agreed to acquire Wellstream Shares carrying at least 75
per cent. of the voting rights attaching to the issued ordinary
share capital of Wellstream, Wellstream confirms that the 20
Business Days' notice period for the cancellation of the listing of
Wellstream Shares on the Official List and the trading on the
London Stock Exchange for listed securities has commenced. It is
anticipated that cancellation of listing and trading will take
effect on or shortly after 8.00 a.m. (London time) on 8 March 2011.
It is also proposed that, after Wellstream Shares are delisted,
Wellstream will be re-registered as a private company.
The cancellation of Wellstream's listing is expected to
significantly reduce the liquidity and marketability of any
Wellstream Shares in respect of which the Offer has not been
accepted at that time. As such, Wellstream Shareholders who have
not yet accepted the Offer are urged to do so immediately.
As set out in the Offer Document and GE Austria's announcement
dated 3 February 2011, GE Austria intends, in the event that it
receives acceptances of the Offer in respect of, or otherwise
acquires, 90 per cent. or more of the Wellstream Shares to which
the Offer relates, to exercise its rights pursuant to the relevant
provisions of the Companies Act 2006 to acquire compulsorily any
remaining Wellstream Shares to which the Offer relates on the same
terms as the Offer.
Board of Wellstream
The Board of Wellstream is pleased to announce the appointment
of Michael Bellamy as an executive director effective 4 February
2011. Michael is currently General Manager of PII Pipeline
Solutions, a GE Oil & Gas and Al Shaheen Energy Services joint
venture. He was previously Chief Marketing Officer of GE's Oil
& Gas business. Michael has over 23 years of experience in
sales and marketing of technology solutions to the oil and gas
industry.
There is no disclosure to be made under Listing Rule 9.6.13
(2)-(6) in relation to this appointment. Mr Bellamy does not hold
any shares in Wellstream.
The Board of Wellstream also announces the resignation as
directors of John Kennedy, Sir Graham Hearne, Neil Gaskell, Pat
Murray, Rodolfo Landim and Sir Rob Margetts effective 4 February
2011. The Board of Wellstream would like to record its thanks to
those directors for their contribution to the success of
Wellstream.
Procedure for acceptance of the Offer
The Offer remains open until further notice and at least 14
days' notice will be given of the closing of the Offer.
To accept the Offer in respect of Wellstream Shares held in
certificated form, Wellstream Shareholders must complete, sign and
return the Form of Acceptance, together with their share
certificate(s) or other relevant document(s) of title, in
accordance with the instructions contained therein and set out in
the Offer Document.
To accept the Offer in respect of Wellstream Shares held in
uncertificated form (that is, in CREST), Wellstream Shareholders
must follow the procedure for electronic acceptance through CREST
in accordance with the instructions set out in the Offer Document.
If Wellstream Shareholders hold their Wellstream Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
Instruction to Euroclear.
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for
inspection on GE's website at www.gereports.com/takeover-offer and
Wellstream's website at www.wellstream.com/microsite by no later
than 12 noon on 8 February 2011. Copies of the Offer Document and
Form of Acceptance are also available for inspection on these
websites.
For further information in relation to the Offer, please refer
to the Offer Document and GE Austria's announcement declaring the
offer wholly unconditional on 3 February 2011.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries
GE and GE Austria
Anne Eisele (GE Press Relations) +1 203 373 3061
Nigel O'Connor (GE Oil & Gas Press Relations) +44 1252 687
685
Trevor Schauenberg (GE Investor Communications) +1 203 373
2424
Goldman Sachs International +44 20 7774 1000
(Sole financial adviser to GE and GE Austria)
Luca Ferrari, Nimesh Khiroya
Wellstream +44 191 295 9000
Chris Gill (Finance Director)
Jason Nunn (Investor Relations)
Rothschild +44 20 7280 5000
(Joint financial adviser to Wellstream)
Nicholas Wrigley, Stuart Vincent
Credit Suisse +44 20 7888 8888
(Joint financial adviser and joint corporate broker to
Wellstream)
Stuart Upcraft, John Hannaford
Tulchan Communications +44 20 7353 4200
(PR adviser to Wellstream)
Peter Hewer, James Bradley
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer is being made solely by means of the Offer
Document and, in the case of certificated shares only, the Form of
Acceptance. Please carefully read the Offer Document in its
entirety before making a decision with respect to the Offer.
The availability of the Offer to Wellstream Shareholders who are
not resident in the United Kingdom or the United States may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom or
the United States should inform themselves of, and observe, any
applicable requirements.
Goldman Sachs International, which is authorised and regulated
in the UK by the FSA, is acting exclusively for GE and GE Austria
and no-one else in connection with the Offer and will not be
responsible to anyone other than GE and GE Austria for providing
the protections afforded to clients of Goldman Sachs International
nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.
Rothschild, which is authorised and regulated in the UK by the
FSA, is acting exclusively for Wellstream and no-one else in
connection with the Offer and will not be responsible to anyone
other than Wellstream for providing the protections afforded to
clients of Rothschild nor for providing advice in relation to the
Offer or any other matters referred to in this announcement.
Credit Suisse, which is authorised and regulated by the FSA, is
acting for Wellstream and for no-one else in connection with the
Offer and will not be responsible to anyone other than Wellstream
for providing the protections afforded to clients of Credit Suisse
or for providing advice in relation to the Offer, the content of
this announcement or any matter referred to herein. Neither Credit
Suisse nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Credit Suisse in
connection with this announcement, any statement contained herein
or otherwise.
Notice to US Holders of Wellstream Shares
The Offer is being made for the securities of a UK company and
is subject to UK disclosure requirements, which are different from
those of the United States. The Offer is being made in the United
States pursuant to applicable US tender offer rules and otherwise
in accordance with the requirements of the City Code. Accordingly,
the Offer is subject to disclosure and other procedural
requirements, including with respect to offer timetable, settlement
procedures and timing of payments and withdrawal rights, that are
different from those applicable to tender offers made solely in
accordance with US procedures and law.
In accordance with normal UK practice and Rule 14e-5(b) of the
US Exchange Act, GE, GE Austria and/or their nominees or brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Wellstream Shares outside the
United States, other than pursuant to the Offer, before or during
the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs
International will continue to act as an exempt principal trader in
Wellstream Shares on the London Stock Exchange. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Information about such purchases
will be disclosed as required in the UK. The required information
will be reported to a Regulatory Information Service of the UK
Listing Authority, will be available on the London Stock Exchange
website (www.londonstockexchange.com) and will be publicly
disclosed in the United States.
Notice to Overseas Shareholders
The Offer is not being made, directly or indirectly, in or into
and will not be capable of acceptance by any Restricted Overseas
Persons. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise forwarded, distributed or sent
to or from a Restricted Overseas Person. Persons receiving this
announcement and all documents relating to the Offer, including
custodians, nominees and trustees, should observe these
restrictions and should not send or distribute documents to or from
Restricted Overseas Persons as doing so may invalidate any
purported acceptance of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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