TIDMETQ
RNS Number : 8990F
Energy Technique PLC
26 February 2015
Not for release, publication or distribution, in whole or in
part, DIRECTLY OR INDIRECTLY in, into OR FROM the United States,
Canada, Australia or Japan or any other jurisdiction where to do so
would be A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Energy Technique plc
("Energy Technique" or the "Company")
Commencement of Formal Sale Process
The Board of Energy Technique announces that it has resolved to
offer the Company for sale by means of a formal sale process in
accordance with Note 2 on Rule 2.6 of the City Code on Takeovers
and Mergers (the "Code").
Energy Technique's trading subsidiary, Diffusion, is a market
leader in the manufacture of premium quality fan coils and
commercial heating products. Diffusion's products are installed
into commercial offices, hotels, airports, retail outlets, schools,
and more recently high-end residential developments. All products
are designed, developed and manufactured to customers' bespoke
requirements from Diffusion's 30,000 sq. ft. manufacturing facility
in West Molesey, Surrey.
On 2 February 2015 the Company announced its unaudited trading
results for the nine months ended 31 December 2014 showing sales
for the period had increased by 16% over the corresponding period
in 2013 to GBP8.14 million (2013: GBP7.04 million) with a
substantial improvement in operating profit of Diffusion to
GBP858,000 (2013: GBP605,000).
Whilst the Board believes that the Company has a secure future
as an independent business, the Board has taken this decision in
order to seek to unlock and crystallise value for shareholders.
The formal sale process
The Company has appointed Cavendish Corporate Finance LLP
("Cavendish") as financial adviser to conduct the sale process.
Parties with a potential interest in making an offer for Energy
Technique should contact Cavendish (contact details are set out
below).
Any interested party will be required to enter into a
non-disclosure agreement with the Company on reasonable terms
satisfactory to the Board and on the same terms, in all material
respects, as all other interested parties before being permitted to
participate in the process. Following execution of an agreed
non-disclosure agreement, the Company intends to provide interested
parties with certain information materials on the Company.
Following receipt of the information materials, interested parties
shall be invited to submit proposals to the Company.
The Board reserves the right to alter any aspect of the process
as outlined above or to terminate it at any time and will make
further announcements as appropriate. The Board reserves the right
to reject any approach or terminate discussions with any interested
party or participant at any time. The Board is being advised by
Cavendish (as regards the formal sale process) and finnCap Limited
(as Rule 3 adviser in the event the Company receives an offer or
offers for the issued share capital of the Company).
The Panel on Takeovers and Mergers has granted a dispensation
from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement (subject to Note 3 on Rule 2.2 of the
Code) and will not be subject to the 28 day deadline referred to in
Rule 2.6(a) for so long as it is participating in the formal sales
process. Interested parties should note Rule 21.2 of the Code,
which prohibits any form of inducement fee or other offer related
arrangement and that the Company has not requested any dispensation
from this prohibition under Note 2 on Rule 21.2 of the Code at this
stage.
There can be no certainty that an offer will be made or that any
sale or transaction will be concluded, nor as to the terms on which
any offer might be made.
As a consequence of this announcement an "Offer Period" has
commenced in respect of the Company in accordance with the rules of
the Code and the dealing disclosure requirements below will apply.
A further announcement will be made as and when appropriate.
Rule 2.10 disclosure
In accordance with Rule 2.10 of the Code, Energy Technique
confirms that it currently has in issue, 2,390,516 ordinary shares
of 10 pence each. The International Securities Identification
Number for the ordinary shares is GB00B6V9F139.
For further information, please contact:
Energy Technique plc
Walter Goldsmith - Chairman +44 (0)20 8783 0033
Leigh Stimpson - Managing Director
finnCap Limited +44 (0)20 7220 0500
Ed Frisby/Scott Mathieson
Cavendish Corporate Finance LLP +44 (0)20 7908 6000
Andrew Jeffs/Philip Barker
finnCap Limited, which is regulated in the United Kingdom by The
Financial Conduct Authority, is acting for the Company in relation
to the matters described in this announcement and is not advising
any other person, and accordingly will not be responsible to anyone
other than the Company for providing the protections afforded to
customers of finnCap or for providing advice in relation to the
matters described in this announcement.
Cavendish Corporate Finance LLP, which is regulated in the
United Kingdom by The Financial Conduct Authority, is acting for
the Company in relation to the matters described in this
announcement and is not advising any other person, and accordingly
will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Cavendish or for
providing advice in relation to the matters described in this
announcement.
The directors of Energy Technique accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this
announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise. The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
and therefore persons into whose possession this announcement comes
should inform themselves about, and observe, such restrictions. A
failure to comply with the restrictions may constitute a violation
of the securities laws of any jurisdiction.
Publication on website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at
www.diffusion-group.com/about/investor-information by no later than
12 noon (London time) on the business day following the release of
this announcement in accordance with Rule 26.1 of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Disclosure requirements of the Takeover Code (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 securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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
securities exchange 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. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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