Offer Update
October 14 2010 - 7:03AM
UK Regulatory
TIDMMOU TIDMRHL
RNS Number : 3965U
Mount Engineering PLC
14 October 2010
MOUNT ENGINEERING PLC
("Mount Engineering", "Mount" or the "Mount Group")
Offer Update
The Board of Mount has noted today's announcement by Redhall Group plc
("Redhall") confirming that its offer has lapsed with effect from 13 October
2010, that its offer is no longer capable of acceptance and that any Mount
Shareholders who have accepted their offer will cease to be bound by their
acceptances.
As previously announced, under the terms of the irrevocable undertakings given
to Redhall, the Mount Directors had accepted the Redhall offer in respect of
their entire beneficial holdings of 2,086,000 Mount shares and these acceptances
could not be withdrawn other than in the event of the Redhall Offer lapsing or
being withdrawn. Following Redhall's announcement, the Mount Directors are no
longer bound by these undertakings.
The Mount Directors re-iterate their recommendation of the Cooper Controls Offer
and confirm that they intend to accept the Cooper Controls Offer in respect of
their entire beneficial holdings of 2,086,000 Mount Shares, representing, in
aggregate, approximately 8.89 per cent. of the existing issued share capital of
Mount (excluding Treasury Shares).
For further information contact:
Mount Engineering plc
Alan McClue (Chairman) 07791 546798
David Stanham (Chief Executive) 07834 046121
Nominated Adviser & Financial Adviser
Charles Stanley Securities 0207 149 6000
Mark Taylor / Marc Milmo / Carl Holmes
Disclosure Requirements of the Code
Charles Stanley Securities, a trading division of Charles Stanley & Co. Limited,
which is authorised and regulated in the United Kingdom by the FSA, is acting
exclusively for Mount and no one else in connection with the Offer, the contents
of this announcement, the Offer Document or the Form of Acceptance and will not
be responsible for anyone other than Mount for providing the protections
afforded to customers of Charles Stanley, nor for providing advice in relation
to the Offer, the contents of this announcement, the Offer Document or the Form
of Acceptance.
This announcement may contain "forward-looking statements" concerning the Mount
and/or Cooper and/or the Enlarged Group. All statements other than statements of
historical fact included in this document may be forward-looking statements.
Without limitation, any statements preceded or followed by or that include the
words "will", "may", "targets", "plans", "continue", "believes", "expects",
"intends", "anticipates", "aims", "estimates" or words or terms of similar
substance or the negative thereof identify forward-looking statements. Forward
looking statements include statements relating to the following: (i) future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of Cooper, or the Enlarged Group's operations; and (iii) the effects of
government regulation on Mount or the Enlarged Group's business.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Mount or of Cooper. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements of any
such person, or industry results, to be materially different from any results,
performance or achievements expressed or implied to differ materially from those
expressed in the forward-looking statements. These forward-looking statements
are based on numerous assumptions regarding the present and future business
strategies of such persons and the environment in which each will operate in the
future. You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date they were made. All subsequent oral
or written forward looking statements attributable to the Mount or Cooper or any
of their members or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statement above. All forward-looking
statements included in this document are based on information available to the
relevant parties on the date of this document. Investors should not place undue
reliance on forward-looking statements, and neither Mount, Cooper nor any
members of their respective Group, directors undertake any obligation in respect
of, and do not intend to update or revise any forward-looking statements, except
as required by the City Code, Disclosure and Transparency Rules, AIM Rules
and/or pursuant to any other applicable law.
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 8.3.2. 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.
The Mount Directors accept responsibility for the information contained in this
announcement, save that the only responsibility accepted by them in respect of
the information in this announcement relating to Mount, which has been compiled
from published sources, is to ensure that such information has been correctly
and fairly reproduced and presented. To the best of the knowledge and belief of
the Mount Directors (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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