TIDMBA. TIDMNORK
RNS Number : 4711B
BAE SYSTEMS PLC
18 February 2011
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 or regulations of such
jurisdiction
18 February 2011
BAE SYSTEMS (HOLDINGS) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC
RECOMMENDED CASH OFFER FOR NORKOM GROUP PLC -
OFFER DECLARED WHOLLY UNCONDITIONAL
Offer unconditional in all respects
The Board of BAE Systems (Holdings) Limited ("BAE Systems
Holdings") announces that as at 5.00 p.m. on 17 February 2011 valid
acceptances of the Offer had been received in respect of 75,866,600
Norkom Shares, representing approximately 84.3 per cent. of
Norkom's current issued ordinary share capital, and that its Offer
for Norkom Group plc ("Norkom") has become unconditional as to
acceptances.
All of the conditions to the Offer as set out in the Offer
Document dated 28 January 2011 have now been satisfied or waived
and, accordingly, the Offer is declared unconditional in all
respects.
Offer open until further notice
The Offer remains open for acceptance until further notice.
Norkom Shareholders who have not yet accepted the Offer should
complete, sign and return their Form of Acceptance in accordance
with the procedure set out in the Offer Document as soon as
possible.
Settlement of the consideration due under the Offer in respect
of valid acceptances which have been received by today will be
despatched within 14 days and, in the case of valid acceptances
received after today, within 14 days of the receipt of such
acceptances, valid and complete in all respects.
Compulsory acquisition, delisting and cancellation of
trading
BAE Systems Holdings intends to exercise its rights under the
provisions of Section 204 of the Irish Companies Act 1963 to
acquire compulsorily all outstanding Norkom Shares not acquired or
agreed to be acquired pursuant to the Offer on the same terms as
the Offer.
Notice is hereby given that BAE Systems Holdings intends, as
soon as it is practicable to do so, to procure the cancellation of
the listing and trading of Norkom Shares on ESM and AIM. It is
anticipated that the cancellation of listing and trading on ESM and
AIM will take effect on 18 March 2011 (20 business days from today)
or as soon as is practicable thereafter.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of McCann FitzGerald,
Riverside One, Sir John Rogerson's Quay, Dublin 2 and William Fry,
Fitzwilton House, Wilton Place, Dublin 2 during usual business
hours on any week day (Saturdays, Sundays and public holidays
excepted) while the Offer remains open for acceptance.
Disclosures
Prior to 26 November 2010 (the commencement of the Offer Period
for Norkom under the Irish Takeover Rules), neither BAE Systems
Holdings nor any person acting in concert with BAE Systems Holdings
held any Norkom Shares or other securities of Norkom.
As previously announced, prior to the making of the Offer on 28
January 2011:
(a) BAE Systems Holdings had received irrevocable undertakings
to accept (or procure the acceptance of) the Offer from certain
Norkom Shareholders in respect of, in aggregate, 37,947,017 Norkom
Shares, representing approximately 42.2 per cent. of Norkom's
current issued ordinary share capital; and
(b) BAE Systems plc, parent company of BAE Systems Holdings, had
acquired 18,000,000 Norkom Shares for cash at a price of EUR2.10
per share, representing just under 20.0 per cent. of Norkom's
current issued ordinary share capital.
Acceptances of the Offer in respect of all of these Norkom
Shares have been received by BAE Systems Holdings pursuant to these
irrevocable undertakings or (as appropriate) from BAE Systems plc
and are included in the total number of valid acceptances referred
to above.
Save as set out above, neither BAE Systems Holdings nor any
person acting in concert with BAE Systems Holdings is interested in
any relevant Norkom securities, or holds any short position in any
relevant Norkom securities. Save as set out above, neither BAE
Systems Holdings nor any person acting in concert with BAE Systems
Holdings has acquired or agreed to acquire any Norkom Shares or
other securities of Norkom during the Offer Period.
Definitions used in the Offer Document dated 28 January 2011
have the same meaning when used in this announcement, unless the
context requires otherwise.
Enquiries:
BofA Merrill Lynch Tel: +44 20 7996
1000
Financial adviser to BAE
Systems
and BAE Systems Holdings
Philip Noblet
Simon Gorringe
Chris Squire
Responsibility
The directors of BAE Systems and BAE Systems Holdings accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the directors of BAE
Systems and BAE Systems Holdings (who have taken all reasonable
care to ensure that such is the case), the information contained in
this announcement is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Financial Adviser
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for BAE Systems and BAE Systems Holdings and no
one else in connection with the Offer and accordingly will not be
responsible to anyone other than BAE Systems and BAE Systems
Holdings for providing the protections afforded to clients of BofA
Merrill Lynch nor for providing advice in relation to the Offer or
any other matter referred to in this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from such
jurisdictions. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Rule 8 of the Takeover Rules - Dealing Disclosure
Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of Norkom,
all "dealings" in any "relevant securities" of Norkom (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by no
later than 3:30pm (Dublin time) on the business day following the
date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes or is declared
unconditional as to acceptances or lapses or is otherwise withdrawn
or on which the Offer Period otherwise ends. If two or more persons
co-operate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an "interest" in "relevant
securities" of Norkom, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of Norkom, by Norkom or BAE
Systems Holdings, or by any of their respective "associates",
during the Offer Period must be disclosed by no later than 12.00
noon (Dublin time) on the business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this paragraph, Rule 8 of the
Takeover Rules- Dealing Disclosure Requirements, are defined in the
Takeover Rules, which can also be found on the Panel's website. If
you are in any doubt as to whether or not you are required to
disclose a "dealing" under Rule 8, you should consult the Panel's
website at www.irishtakeoverpanel.ie or contact the Panel on
telephone number +353 (0) 1 678 9020; fax number +353 (0) 1 678
9289
This information is provided by RNS
The company news service from the London Stock Exchange
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