TIDMMOU
RNS Number : 9191W
Cooper Controls (U.K.) Limited
26 November 2010
Cooper Controls (U.K.) Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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.
26 November 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")
OFFER UPDATE AND POSTING OF COMPULSORY ACQUSITION NOTICES
Introduction
Cooper Controls (U.K.) Limited ("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
Engineering Plc ("Mount") (excluding treasury 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,
was posted to shareholders of Mount ("Mount Shareholders") together
with the related Form of Acceptance on 8 October 2010. Cooper
Controls announced on 29 October 2010 that it had declared the
offer unconditional as to acceptances and announced on 5 November
2010 that the Offer was declared unconditional in all respects.
Level of Acceptances
As at 1.00 pm (London time) on 26 November 2010 Cooper Controls
had received valid acceptances from Mount Shareholders in respect
of 23,942 813 Mount Shares, representing approximately 99.24 per
cent. of the existing issued ordinary share capital of Mount
(excluding Treasury Shares).
These acceptances include the irrevocable undertakings to
accept, or procure the acceptance of, the Offer from Mount
Shareholders in respect of 2,287,106 Mount Shares representing
approximately 9.8 per cent. of Mount's existing issued share
capital (excluding Treasury Shares) that Cooper Controls announced
that it had received on 4 October 2010.
The Offer remains open until further notice. Prior to Cooper
Controls closing the Offer, at least 14 days' notice will be given
to those Mount Shareholders who have not accepted the Offer by
then.
Shareholders who have not yet accepted the Offer are encouraged
to do so without delay.
Posting of Compulsory Acquisition Notices
As set out above as at 1.00 p.m. on 26 November 2010 the Company
had received valid acceptances in respect of, in aggregate
23,942,813 Mount Shares, representing approximately 99.24 per cent.
of the existing issued ordinary share capital of Mount. Cooper
Controls, therefore, announces that compulsory acquisition notices
(the "Notices") pursuant to section 979 of the Companies Act 2006
will be posted to those Mount Shareholders who have not accepted
the Offer (the "Non-Assenting Shareholders") setting out Cooper
Controls' intention to acquire compulsorily all remaining Mount
Shares at the same price as pursuant to the Offer.
Unless Non-Assenting Shareholders apply to court and the court
orders otherwise, on the expiry of six weeks from the date of the
Notices, the Mount Shares held by Non-Assenting Shareholders will
be acquired compulsorily by Cooper Controls under the terms of the
Offer and such Non-Assenting Shareholders will be entitled to 82p
in cash for each Mount Share such Non-Assenting Shareholders hold
on that date.
Cooper Controls confirms that as previously announced the
cancellation of admission to trading on AIM of the Mount Shares is
expected take effect on 3 December 2010.
Settlement of consideration
Settlement of the consideration due under the Offer will be
despatched on in respect of Mount Shares for which acceptances of
the Offer, valid in all respects, have already been received within
14 days of the receipt of valid acceptances received whilst the
Offer remains open.
Procedure for acceptance of the Offer
In order to accept the Offer, Mount Shareholders 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 to 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, Mount Shareholders 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 as soon as possible. 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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