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RNS Number : 4319U
Cooper Controls (U.K.) Limited
14 October 2010
Cooper Controls (U.K.) Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBTUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
14 October 2010
FOR IMMEDIATE RELEASE
COOPER CONTROLS (U.K.) LIMITED ("COOPER CONTROLS")
(a wholly owned subsidiary of Cooper industries plc)
RECOMMENDED CASH OFFER FOR
MOUNT ENGINEERING PLC ("MOUNT")
Cooper Controls announced on 1 October 2010 its intention to make a cash offer
(the "Offer") to acquire the entire issued and to be issued share capital of
Mount (excluding treasury shares) (the "Mount Shares") at the offer price of 82
pence per share. The offer document (the "Offer Document") containing full
terms of, and conditions to, the Offer, and the recommendation of the directors
of Mount to accept the Offer was posted to the relevant shareholders of Mount
("Mount Shareholders") together with the related Form of Acceptance on 8 October
2010.
Cooper Controls notes the announcement made earlier today by Redhall Group plc
("Redhall") stating that its offer announced on 22 September 2010 for the issued
and to be issued share capital of Mount (the "Redhall Offer") has lapsed with
effect from 13 October 2010 and is no longer capable of acceptance. As stated
in the announcement, those Mount Shareholders who have accepted the Redhall
Offer will have their documentation returned within 14 days of 13 October 2010.
Mount Shareholders who had previously accepted the Redhall Offer can now, if
they so wish, accept the Offer by Cooper Controls announced on 1 October 2010
and detailed in the Offer Document dated 8 October 2010 subject to the terms and
conditions set out in the Offer Document and, in respect of Mount Shares in
certificated form, the Form of Acceptance, including certain restrictions
regarding overseas shareholders.
Cooper Controls also notes the announcement released today by the board of Mount
re-iterating their recommendation of the Offer and confirming that, as they are
no longer bound by their undertakings to the Redhall Offer they intend to accept
the 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).
The Offer will initially remain open for acceptance until 1.00 pm (London time)
on 29 October 2010.
In order to accept the Offer, MountShareholders who hold their Mount Shares in
certificated form (that is, not in CREST) should complete, in accordance with
the instructions printed on it, sign and return the Form of Acceptance (together
with their share certificate(s) and any other documents of title) as soon as
possible and, in any event, so as to be received by no later than 1.00 pm
(London time) on 29 October 2010 by Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, The procedure for
acceptance of the Offer in respect of such certificated Mount Shares is set out
in paragraph 16(a) of the letter from the Cooper Controls Board which forms Part
IV of the Offer Document and in Appendix 1 to the Offer Document and in the
accompanying Form of Acceptance.
In order to accept the Offer, MountShareholders who hold their Mount Shares in
uncertificated form (that is, in CREST), should make their acceptance
electronically through CREST so that the TTE instruction(s) settles not later
than 1.00 pm (London time) on 29 October 2010. If you are a CREST sponsored
member you should refer to your CREST sponsor before taking any action. Only
your CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in
relation to your Mount Shares in uncertificated form. The procedure for
acceptance of the Offer in respect of uncertificated Mount Shares is set out in
paragraph 16(b) of the letter from the Cooper Controls Board which forms Part IV
of Offer Document and in Appendix 1 to the Offer Document.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) (i) at the offices of Mount at The Chocolate Works,
Bishopthorpe Road, York, YO23 1DE and (ii) at the offices of King & Spalding
International LLP, 125 Old Broad Street, London EC2N 1AR while the Offer remains
open for acceptance.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on the following websites:
www.coopercontrol.com
www.mountengineering.co.uk
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 8 October 2010.
Capitalised terms used but not defined in this announcement have the same
meaning as given to them in the Offer Document.
Enquiries:
BDO LLP (Financial Adviser to Cooper Controls) T: 0121 352 6200
John Stephan
Susan Brice
BDO LLP, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Cooper Controls, 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 other person other than
Cooper Controls for providing the protections afforded to the clients of BDO LLP
or for providing advice in relation to the contents of this Announcement or any
offer or arrangement referred to herein or in the Offer Document. Neither BDO
LLP nor any of its affiliates owns 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 BDO LLP
in connection with this Announcement, any statement contained herein or
otherwise.
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to buy or invitation to sell or
the solicitation of an offer to subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Offer or otherwise,
nor will there be any purchase or transfer of the securities referred to in this
Announcement in any jurisdiction in contravention of applicable law or
regulation. The Offer will be made solely through the Offer Document and, in the
case of certificated Mount Shares, the Form of Acceptance accompanying the Offer
Document, which contains the full terms and conditions of the Offer, including
details of how to accept the Offer. Any acceptance or other response to the
Offer should be made only on the basis of the information in the Offer Document
and, in the case of certificated Mount Shares, the Form of Acceptance.
This Announcement has been prepared for the purpose of complying with English
law and the City 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/or regulations of jurisdictions outside the UK. Any
person (including, without limitation, any custodian, nominee and trustee) who
would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this Announcement and/or the Offer Document and/or any
other related document to any jurisdiction outside the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
The release, publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by the laws and/or regulations of those
jurisdictions and therefore any persons who are subject to the laws and/or
regulations of any jurisdiction other than the UK should inform themselves of,
and observe, any applicable legal or regulatory requirements of any such
jurisdiction. Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such jurisdiction.
If any Mount Shareholder remains in any doubt, such Mount Shareholder should
consult his professional adviser in the relevant jurisdiction.
Unless otherwise determined by Cooper Controls or required by the City Code and
permitted by applicable laws and regulations, subject to certain exemptions, the
Offer is not being made, directly or indirectly, in or into, and will not be
capable of acceptance from or within, a Restricted Jurisdiction. Accordingly,
copies of this Announcement, the Offer Document, the Form of Acceptance and any
other accompanying document must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdiction as doing so may invalidate any purported
acceptance of the Offer.
The Cooper Controls Directors accept responsibility for the information
contained in this Announcement relating to Cooper Controls, and certain of the
Cooper Controls Directors, Kirk Hachigian, David Barta, Bruce Taten and Rick
Johnson, who are also Executive Officers of Cooper Industries (the "Executive
Officers"), accept responsibility for the information in this Announcement
relating to Cooper Industries (if any), save that the only responsibility
accepted by the Cooper Control Directors 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 Cooper Controls
Directors including the Executive Officers (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.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. or more of any class of relevant securities of Mount must make an Opening
Position Disclosure following the commencement of the Offer Period. 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 Mount. An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period. Relevant persons who deal in the relevant
securities of Mount prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of Mount must make a
Dealing Disclosure if the person deals in any relevant securities of Mount. 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 Mount, 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 p.m. (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 Mount, they
will be deemed to be a single person for the purpose of Rule 8.3. Opening
Position Disclosures must also be made by Mount and by Cooper Controls and
Dealing Disclosures must also be made by Mount and Cooper Controls 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. 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.
Publication on websites and availability of hard copies
A copy of this Announcement will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, for
inspection on Cooper Controls' website at www.coopercontrol.com by no later than
12 noon (London time) on 15 October 2010.
You may request a hard copy of this Announcement, free of charge, by contacting
Leon Sosnowski on 020 7551 7578. You may also request that all future documents,
announcements and information to be sent to you in relation to the Offer should
be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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