Posting of Scheme Document
25 June 2010 - 4:00PM
UK Regulatory
TIDMCHLD TIDM0KKT
RNS Number : 2266O
Chloride Group PLC
25 June 2010
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 OF THAT JURISDICTION
25 June 2010
Chloride Group PLC
Offer Update: Posting of Scheme Document
Further to the announcement, on 8 June 2010 (the "Press Announcement"), of a
recommended cash offer for the entire issued and to be issued share capital of
Chloride Group PLC ("Chloride") by ABB Ltd ("ABB"), to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006, the directors of
each of ABB and Chloride are pleased to announce that the Scheme Document
relating to the Offer is today being posted to Chloride Shareholders and, for
information only, to participants in the Chloride Share Schemes.
The Scheme Document contains, among other things, further information regarding
the Offer and the Scheme of Arrangement pursuant to which ABB Acquisitions Ltd,
a wholly owned subsidiary undertaking of ABB, will become the owner of the
entire issued and to be issued share capital of Chloride. The Scheme Document
also sets out the procedures to be followed in connection with the
implementation of the Scheme, an anticipated timetable of principal events and
details of the actions to be taken by Chloride Shareholders, and contains
notices of the Court Meeting and General Meeting of Chloride Shareholders that
are being convened in connection with the Scheme and which will be held on
Friday 16 July 2010.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Press Announcement.
In accordance with Listing Rule 9.6.1R two copies of the Scheme Document will be
submitted to the FSA and will be available for inspection at the FSA's Document
Viewing Facility which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
The Scheme Document will also be available for inspection at the offices of
Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA and will be
published on Chloride's website: www.chloridepower.com.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be published on the following websites: www.abb.com and www.chloridepower.com.
Enquiries:
Chloride
+--------------------------------+-----------------------------+
| Tim Cobbold | Tel: +44 20 7881 1440 |
+--------------------------------+-----------------------------+
Citi (joint financial adviser and corporate broker to Chloride)
+--------------------------------+-----------------------------+
| Philip Robert-Tissot | Tel: +44 20 7986 7519 |
+--------------------------------+-----------------------------+
Investec (joint financial adviser and corporate broker to Chloride)
+--------------------------------+-----------------------------+
| Chris Treneman | Tel: +44 20 7597 5970 |
+--------------------------------+-----------------------------+
Hudson Sandler (financial PR adviser to Chloride)
+--------------------------------+-----------------------------+
| Andrew Hayes | Tel: +44 20 7796 4133 |
+--------------------------------+-----------------------------+
| Kate Hough | |
+--------------------------------+-----------------------------+
ABB
+--------------------------------+-----------------------------+
| Thomas Schmidt, Corporate | Tel: +41 43 317 7111 |
| Communications | |
+--------------------------------+-----------------------------+
| Michel Gerber, Investor | |
| Relations | |
+--------------------------------+-----------------------------+
Credit Suisse (financial adviser to ABB)
+--------------------------------+-----------------------------+
| Vikas Seth | Tel: +44 20 7888 8888 |
+--------------------------------+-----------------------------+
| Zachary Brech | |
| Laurent Bouvier | |
| | |
+--------------------------------+-----------------------------+
Further Information
This announcement is not intended to and does not constitute or form part of an
offer or invitation to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of
the securities in any jurisdiction in contravention of applicable law. Any vote
in respect of the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information in the Scheme Document or any
document by which the Acquisition is made. Chloride will prepare the Scheme
Document to be distributed to Chloride Shareholders. Chloride and ABB urge
Chloride Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the Acquisition.
Chloride Shareholders may obtain a free copy of the Scheme Document, when it
becomes available, from either Chloride's registered office or Citi or Investec.
Whether or not certain Chloride Shares are voted at the Court Meeting or the
General Meeting, if the Scheme becomes Effective, those Chloride Shares will be
cancelled pursuant to the Scheme in return for the payment of 325 pence in cash
per Chloride Share.
Credit Suisse, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for ABB and no one else in
connection with the Acquisition and this announcement and will not be
responsible to anyone other than ABB for providing the protections afforded to
clients of Credit Suisse or for providing advice in connection with the
Acquisition or any matter referred to herein.
Citi, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Chloride and no one else in
connection with the Acquisition and this announcement and will not be
responsible to anyone other than Chloride for providing the protections afforded
to clients of Citi or for providing advice in connection with the Acquisition or
any matter referred to herein.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Chloride and no one else
in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Chloride for providing the protections afforded
to clients of Investec or for providing advice in connection with the
Acquisition or any matter referred to herein.
Overseas Jurisdictions
The availability of the Acquisition to Chloride 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. Persons who are not resident in the United Kingdom 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 release, publication or 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. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the purposes
of complying with English law, the Listing Rules, the rules of the London Stock
Exchange 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.
The Acquisition 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
Acquisition 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 of that jurisdiction.
Notice to US investors
US Holders should note that the Acquisition relates to the shares of a UK
company, is subject to UK disclosure requirements (which are different from
those of the United States) and is proposed to be made by means of a scheme of
arrangement provided for under English law. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement which differ from
the disclosure requirements of the United States tender offer rules. Financial
information included in this announcement has been prepared, unless specifically
stated otherwise, in accordance with accounting standards applicable in the UK
and thus may not be comparable to the financial information of United States
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States. If ABB
exercises its right to implement the Acquisition by way of a Takeover Offer, the
Takeover Offer will be made in compliance with applicable United States laws and
regulations.
The receipt of cash pursuant to the Acquisition by a US Holder as consideration
for the cancellation of its Chloride Shares pursuant to the Scheme may be a
taxable transaction for United States federal income tax purposes and under
applicable United States state and local, as well as foreign and other, tax
laws. Each Chloride Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and claims arising
out of United States federal securities laws, since ABB is located in countries
other than the United States, and some or all of their officers and directors
may be residents of countries other than the United States. US Holders may not
be able to sue a non-United States company or its officers or directors in a
non-United States court for violations of United States securities laws.
Further, it may be difficult to compel a non-United States company and its
affiliates to subject themselves to a United States court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, ABB or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Chloride
Shares outside of the United States, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes effective, lapses
or is otherwise withdrawn. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to the Regulatory News Service of the London Stock Exchange and will
be available on the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.
Forward-Looking Statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by ABB and Chloride contain statements that are or may be
deemed to be "forward-looking statements", including for the purposes of the US
Private Securities Litigation Reform Act of 1995. These statements are
prospective in nature and are not based on historical facts, but rather on the
current expectations of the management of ABB and Chloride about future events
and are naturally subject to uncertainty and changes in circumstances which
could cause actual events to differ materially from the future events expected
or implied by the forward-looking statements. The forward-looking statements
contained herein include statements about the expected effects of the
Acquisition on Chloride, ABB, the expected timing and scope of the Acquisition,
synergies, other strategic options and all other statements in this announcement
other than historical facts. Forward-looking statements may (but will not
always) include, without limitation, statements typically containing words such
as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes",
"estimates", "will", "may", "budget", "forecasts" 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. These forward-looking statements are not guarantees of
future performance and have not been reviewed by the auditors of ABB or
Chloride. 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 Acquisition, 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.
Investors should not place undue reliance on any forward-looking statements and
neither ABB nor Chloride, nor any of their respective advisors, associates,
directors or officers undertakes any obligation to update publicly, express by
disclaim or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required
or provides any representation, assurance or guarantee that the occurrence of
events expressed or implied in any forward-looking statement in this
announcement will actually occur.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel' s Market Surveillance Unit on +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLFFFVRVISFII
Chloride (LSE:CHLD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Chloride (LSE:CHLD)
Historical Stock Chart
From Jul 2023 to Jul 2024