COMPULSORY ACQUISITION OF NORKOM SHARES (0063C)
01 March 2011 - 2:23AM
UK Regulatory
TIDMBA. TIDMNORK
RNS Number : 0063C
BAE SYSTEMS PLC
28 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
28 February 2011
BAE SYSTEMS (HOLDINGS) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC
RECOMMENDED CASH OFFER FOR NORKOM GROUP PLC -
COMPULSORY ACQUISITION OF OUTSTANDING NORKOM SHARES
The Board of BAE Systems (Holdings) Limited ("BAE Systems
Holdings) announced on 18 February 2011 that its Offer for Norkom
Group plc ("Norkom") had become unconditional in all respects.
As at that date, BAE Systems Holdings had received valid
acceptances of the Offer in respect of more than 80 per cent. of
the Norkom Shares the subject of the Offer.
Accordingly, BAE Systems Holdings is today posting notices
pursuant to Section 204(1) of the Companies Act 1963 of Ireland to
Norkom Shareholders who have not yet validly accepted the Offer,
informing them that it proposes to acquire compulsorily their
Norkom Shares under the provisions of Section 204 of that Act. The
compulsory acquisition procedure is expected to be completed on, or
shortly after, 30 March 2011.
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.
BAE Systems Holdings also announces that application has been
made to cancel the listing and trading of Norkom Shares on ESM and
AIM. As previously announced, it is anticipated that the
cancellation of listing and trading on ESM and AIM will take effect
on 18 March 2011 or as soon as is practicable thereafter.
Copies of the Offer Document and the Form of Acceptance are
available for inspection at the offices of McCann FitzGerald
(Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland) during
normal business hours on any business day (Saturdays and public
holidays excepted) while the Offer remains open for acceptance.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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