RNS Number : 1317W
Flomerics Group PLC
06 June 2008
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE
6 June 2008
FLOMERICS GROUP PLC
Statement re: Discussions with Autodesk regarding a possible offer for Flomerics
Autodesk, Inc. ('Autodesk') and the Board of Directors of Flomerics Group PLC ('Flomerics' or the 'Company') are pleased to confirm that Autodesk is in continuing discussions with Flomerics and its advisers in respect of a possible offer for the Company.
These discussions are progressing and further announcements will be made in due course. At this stage, however, there can be no certainty that an offer from Autodesk will be forthcoming, nor as to the terms on which any offer might be made.
Your Board, which has been so advised by Jefferies International, continues to recommend that you take no further action in relation to the Mentor offer. It materially undervalues your Flomerics shares and, accordingly, you should not accept the Mentor offer or sell your shares in the market.
Flomerics Group PLC
Tel: 020 8487 3000
Jefferies International Ltd
Tel: 020 7029 8000
Oriel Securities Ltd
Tel: 020 7710 7600
Colleen Rubart, Corporate Communications
David Gennarelli, Investor Relations
Katie Blanchard, Investor Relations
Tel: +1 (415) 547-2368
Tel: +1 415-507-6033
Tel: +1 415-507-6034
Citigate Dewe Rogerson
Tel: 020 7638 9571
David Chase Lopes
Tel: 020 7291 5484
Flomerics Shares in Issue
Pursuant to Rule 2.10 of the City Code, Flomerics confirms that it has 22,935,250 ordinary shares of one penny each in issue and admitted to trading on the Alternative Investment Market of the London Stock Exchange (ISIN GB0003436192).
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Flomerics, all 'dealings' in any 'relevant securities' of that company (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 3.30 pm (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Flomerics, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Flomerics by a potential offeror or by Flomerics, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'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 are defined in the Code, 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.
Jefferies International Limited, which is authorised and regulated in the UK by The Financial Services Authority, is acting exclusively for Flomerics and no one else in connection with the Mentor Offer and, accordingly, will not be responsible to anyone other than Flomerics for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Mentor Offer or in relation to the contents of this document or any transaction or arrangement or other matter referred to herein.
Oriel Securities Limited ('Oriel Securities'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities or for giving advice in relation to such matters.
The Flomerics Directors accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Flomerics Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.'
If you are in any doubt as to the action you should take in connection with the Mentor Offer, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.
Note to Editors
Flomerics (www.flomerics.com) is a world-leading developer of engineering simulation software and services for analysis of fluid flow, heat transfer. Flomerics' business model is drastically different from traditional analysis because its software is designed to be embedded deeply into the design process and used by mainstream design engineers, not just by analysis specialists.
This information is provided by RNS
The company news service from the London Stock Exchange