TIDMDLTA
RNS Number : 6589L
Valmont Industries Inc
10 May 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION (INCLUDING CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
10 May 2010
Recommended Offer by
Valmont Group Pty Ltd,
a wholly-owned subsidiary
of
Valmont Industries, Inc.,
for
Delta plc
Compulsory acquisition of outstanding Delta plc Shares
Introduction
On 28 April 2010, Valmont Group Pty Ltd (the "Offeror") declared its recommended
Offer for the entire issued and to be issued ordinary share capital of Delta plc
("Delta") wholly unconditional.
The Offer, which remains subject to the terms set out in the offer document
posted to Shareholders on 10 March 2010 (the "Offer Document"), as amended and
supplemented pursuant to an announcement by the Offeror and letter from the
Chairman of Valmont Industries, Inc. posted to Shareholders on 1 April 2010
(taken together, the "Revised Offer Document"), will remain open for acceptance
until further notice. At least 14 days' notice will be given prior to the
closing of the Offer to those Shareholders who have not then accepted the Offer.
Levels of acceptances and compulsory acquisition
As at 12.00 noon (London time) on 10 May 2010, the Offeror had received valid
acceptances from Shareholders in respect of 138,455,624 Shares, representing
approximately 90.04 per cent. of the existing issued ordinary share capital of
Delta and approximately 90.04 per cent. of the voting rights of Delta.
As a result of the Offeror receiving acceptances of the Offer in respect of more
than 90 per cent. of the Shares to which the Offer relates, the Offeror will
shortly implement the procedures set out in sections 979 to 991 (inclusive) of
the Companies Act 2006 to acquire compulsorily the remaining Shares to which the
Offer relates on the same terms as the Offer.
Acceptance of the Offer
Shareholders who have not yet accepted, and wish to accept, the Offer should
take action to accept the Offer as soon as possible.
To accept the Offer in respect of Shares held in certificated form (that is, not
in CREST), Shareholders should complete, sign and return the Form of Acceptance
which accompanies the Offer Document, 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 as soon as possible.
Shareholders who have lost their Form of Acceptance should telephone Equiniti on
0871 384 2050 or, if calling from overseas, +44 121 415 0259, to request a
replacement.
To accept the Offer in respect of Shares held in uncertificated form (that is,
in CREST), Shareholders should follow the procedure for electronic acceptance
through CREST in accordance with the instructions set out in the Offer Document.
If Shareholders hold their 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 CREST.
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document and the Revised Offer Document.
Enquiries
Valmont
Terry J. McClain, Senior Vice President and Chief Financial Officer
+1 402 963 1020
Credit Suisse (financial adviser to Valmont and the Offeror)
William Mansfield
+44 (0)20 7888 8888
Angus
Dickson
Delta
Todd Atkinson, Chief Executive
+44 (0)20 7842
6050
Jon Kempster, Finance Director
Rothschild (financial adviser to Delta)
Stuart Vincent
+44 (0)20 7280
5000
Anselm Frost
Arbuthnot Securities (broker to Delta)
Andrew Fairclough
+44 (0)20 7012 2000
Ben Wells
Brunswick (financial PR adviser to Delta)
Simon Sporborg+44 (0)20 7404
5959
David Litterick
Together, the Offer Document, the Revised Offer Document and, in the case of
Shares held in certificated form, the Form of Acceptance contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
Please carefully read this announcement, the Offer Document, the Revised Offer
Document and, in the case of Shares in certificated form, the Form of Acceptance
in their entirety before making a decision with respect to the Offer.
Credit Suisse, which is authorised and regulated by the Financial Services
Authority, is acting for Valmont and the Offeror and for no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Valmont and the Offeror for providing the
protections afforded to clients of Credit Suisse or for providing advice in
relation to this matter, 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.
The Offer is being made solely by the Offeror and neither Credit Suisse nor any
of its respective affiliates are making the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Delta as financial adviser in
relation to the Offer and is not acting for or advising any other person and
accordingly will not be responsible to any person other than Delta for providing
the protections afforded to the customers of Rothschild or for providing advice
in relation to the contents of this announcement or any offer or arrangements
referred to herein or in the documentation relating to the Offer. Neither
Rothschild nor any of its 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 customer of
Rothschild in connection with this announcement, any statement contained herein
or otherwise.
Notice to US holders of Shares
The Offer is for the securities of a corporation organised under the laws of
England and is subject to the procedure and disclosure requirements of the
United Kingdom, which are different from those of the United States. The Offer
is being made in the United States pursuant to Section 14(e) of, and Regulation
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange
Act and otherwise in accordance with the requirements of the Code. Accordingly,
the Offer is subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, the offer timetable, settlement procedures
and timing of payments that are different from those applicable under US
domestic tender offer procedures and laws.
It may be difficult for US holders of Shares and other securities to enforce
their rights and any claim arising out of the US federal securities laws, since
the Offeror and Delta are located outside of the United States, and some or all
of their officers and directors may be resident outside of the United States. US
holders of Delta securities may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law, in accordance with, and to the extent
permitted by, the Code and normal UK market practice and Rule 14e-5 under the
Exchange Act, the Offeror or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases of, or
arrangements to purchase, Shares, other than pursuant to the Offer, during the
period in which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. Such purchases, or arrangements to purchase, will comply
with all applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable.
In addition, in accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the Exchange Act, Credit Suisse
and its affiliates will continue to act as exempt principal traders in Shares on
the London Stock Exchange and engage in certain other purchasing activities
consistent with their respective normal and usual practice and applicable law,
including Rule 14e-5 under the Exchange Act.
Notice to Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Unless otherwise determined by the Offeror, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any other means (including, without limitation, electronic mail, facsimile
transmission, telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any facility of a
national securities exchange of any Restricted Jurisdiction (as defined herein)
and will not be capable of acceptance by any such use, means or facility or from
within any such Restricted Jurisdiction. Accordingly, unless otherwise
determined by the Offeror, copies of this announcement and any documentation
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any documentation relating to
the Offer and/or any other related document to any jurisdiction outside the
United Kingdom or the United States should inform themselves of, and observe,
any applicable legal or regulatory requirements of any relevant jurisdiction.
Neither the US Securities and Exchange Commission (the "SEC") nor any US state
securities commission has approved or disapproved this Offer or passed upon the
adequacy or completeness of this announcement or any documentation relating to
the Offer. Any representation to the contrary is a criminal offence.
This announcement has been prepared for the purposes of complying with English
law and the 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 and regulations of any jurisdiction outside of England.
Publication on website
A copy of this announcement, the Offer Document, the Revised Offer Document and
the Form of Acceptance are and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Valmont's website at www.valmont.com and on Delta's website at
www.deltaplc.com during the course of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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