Court Confirmation of Reduction of Capital
02 September 2010 - 9:53PM
UK Regulatory
TIDMCHLD
RNS Number : 0614S
Chloride Group PLC
02 September 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
2 September 2010
Chloride Group PLC ("Chloride" or the "Company")
Offer Update: Court confirmation of Reduction of Capital
Further to the announcement dated 31 August 2010, the directors of Chloride and
Rutherfurd Acquisitions Limited ("Rutherfurd") (a wholly owned subsidiary of
Emerson Electric Co.) are pleased to announce that the High Court of Justice
(the "Court") has today made an order confirming the reduction of Chloride's
share capital in connection with the Scheme of Arrangement by which Rutherfurd's
Acquisition of Chloride is being implemented. This follows the Court's sanction
of the Scheme at a hearing held on 31 August 2010.
The Scheme will become effective upon the Court Orders being delivered to the
Registrar of Companies which is expected to take place on 3 September 2010.
An expected timetable of principal events is set out in the Appendix to this
announcement.
Terms defined in the scheme document published by Chloride on 16 July 2010 (the
"Scheme Document") shall have the same meaning(s) when used in this
announcement.
Enquiries
+--------------------------------------------------+------------------+
| Chloride Group PLC | +44 20 7796 4133 |
| Tim Cobbold | |
+--------------------------------------------------+------------------+
| Citi (joint financial adviser and corporate | +44 20 7986 7519 |
| broker to Chloride) | |
| Philip Robert-Tissot | |
+--------------------------------------------------+------------------+
| Investec (joint financial adviser and corporate | +44 20 7597 5970 |
| broker to Chloride) | |
| Chris Treneman | |
+--------------------------------------------------+------------------+
| Hudson Sandler (PR adviser to Chloride) | +44 20 7796 4133 |
| Andrew Hayes | |
| Kate Hough | |
+--------------------------------------------------+------------------+
| | |
| Rutherfurd Acquisitions Limited | |
+--------------------------------------------------+------------------+
| Mark Polzin (Media) | +1 314 982 1758 |
| Lynne Maxeiner (Investors) | +1 314 553 2197 |
+--------------------------------------------------+------------------+
| Greenhill (financial adviser to Rutherfurd) | +44 20 7198 7400 |
| London: | +1 212 389 1500 |
| Brian Cassin | |
| New York: | |
| Robert Greenhill or Jeff Buckalew | |
+--------------------------------------------------+------------------+
| J.P. Morgan Cazenove (financial adviser and | +44 20 7588 2828 |
| corporate broker to Rutherfurd) | |
| London: | |
| Mark Breuer or Dwayne Lysaght | |
+--------------------------------------------------+------------------+
| Brunswick Group (PR adviser to Rutherfurd) | +44 20 7404 5959 |
| London: | +1 212 333 3810 |
| Michael Harrison or Kate Holgate | |
| New York: | |
| Stanislas Neve de Mevergnies or Dominic McMullan | |
+--------------------------------------------------+------------------+
Appendix I
Expected Timetable of Principal Events
+--------------------------------------------+---------------------+
| Stage | Indicative Date |
+--------------------------------------------+---------------------+
| Effective date of the Scheme | Friday, 3 September |
| | 2010 |
+--------------------------------------------+---------------------+
| Delisting of the Chloride shares | 8.00 a.m. Friday, 3 |
| | September 2010 |
+--------------------------------------------+---------------------+
| Latest date for despatch of cheques and | Friday, 17 |
| crediting of CREST accounts for the cash | September 2010 |
| consideration due under the Scheme | |
+--------------------------------------------+---------------------+
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 Offer
or otherwise, nor shall there be any sale, issuance or transfer of the
securities in any jurisdiction in contravention of applicable law. 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. Chloride has
prepared the Scheme Document which has been distributed to Chloride
shareholders. Chloride urges Chloride shareholders to read the Scheme Document
because it contains important information relating to the Offer. Chloride
shareholders may obtain a free copy of the Scheme Document from Chloride's
registered office.
Whether or not certain Chloride shares were 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 375 pence in cash
per Chloride share.
Greenhill, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Emerson and Rutherfurd
and no one else in connection with the Offer and this announcement and will not
be responsible to anyone other than Emerson and Rutherfurd for providing the
protections afforded to clients of Greenhill or for providing advice in relation
to the Offer or any other matter referred to herein.
J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Emerson and Rutherfurd
and no one else in connection with the Offer and this announcement and will not
be responsible to anyone other than Emerson and Rutherfurd for providing the
protections afforded to clients of J.P. Morgan plc or for providing advice in
relation to the Offer or any other 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 Offer and this announcement and will not be responsible to
anyone other than Chloride for providing the protections afforded to customers
of Citi or for providing advice in relation to the Offer 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 Offer and this announcement and will not be responsible
to anyone other than Chloride for providing the protections afforded to
customers of Investec or for providing advice in relation to the Offer or any
matter referred to herein.
Overseas Jurisdictions
The availability of the Offer 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 Offer
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 Offer has not been 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 have not been 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 Scheme 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 proxy solicitation or tender offer rules under
the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices applicable in the UK
to schemes of arrangement, which differ from the requirements of US proxy
solicitation or 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.
The receipt of cash pursuant to the Scheme 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 Scheme applicable to him.
Forward-looking Statements
This announcement, including any information referred to, included in or
incorporated by reference into this announcement, contains "forward-looking
statements" concerning Emerson, Rutherfurd and the Emerson Group, Chloride and
the Chloride Group, and the combined Emerson Group and Chloride Group following
completion of the Offer (the "Enlarged Group"), that are subject to risks and
uncertainties. These forward-looking statements may be identified by words such
as "believes", "expects", "anticipates", "projects", "intends", "should",
"seeks", "estimates", "future" or similar expressions or by discussion of, among
other things, strategy, goals, plans or intentions. Various factors may cause
actual results to differ materially in the future from those reflected in
forward-looking statements contained in this announcement, including any
information included or incorporated by reference in this announcement, among
others: (1) economic and currency conditions; (2) market demand; (3) pricing;
(4) competitive and technological factors; (5) the risk that the transaction may
not be consummated; (6) the risk that a regulatory approval that may be required
for the transaction is not obtained or is obtained subject to conditions that
are not anticipated; (7) the risk that Chloride will not be integrated
successfully into Emerson; and (8) the risk that revenue opportunities, cost
savings and other anticipated synergies from the transaction may not be fully
realised or may take longer to realise than expected. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in any forward-looking statement. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date hereof. Neither Emerson nor Rutherfurd
undertakes any obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Emerson Group,
the Chloride Group or the Enlarged Group following completion of the Offer
unless otherwise stated.
Dealing Disclosure Requirements under the Code
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.
Publication
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on Emerson's website (www.emerson.com) and on Chloride's website
(www.chloridepower.com).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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