RNS Number : 7655K
Chloride Group PLC
26 April 2010
For immediate release
26 April 2010
Chloride Group PLC ("Chloride"or "the Company")
Response to Emerson Electric Co.'s ("Emerson") approach
The Board of Chloride notes the announcement today by Emerson of a possible offer for the Company.
Chloride confirms that it received an approach from Emerson on Friday 23 April 2010, regarding a possible offer for the Company at 275 pence per share in cash. The approach is subject to a number of pre-conditions, including due diligence and the unanimous recommendation of the Board of Chloride.
The Board confirms that it held discussions in 2008 with Emerson with regard to a 270 pence per share offer and this offer was rejected as it undervalued the Company.
Since Emerson's approach in 2008, Chloride has continued to develop the business and its strategy, both organically and through acquisition, and the Board believes the Company has better prospects as result of the steps that it has taken in this regard. Accordingly, the Board of Chloride considers that this latest offer proposal from Emerson continues to significantly undervalue the Company and accordingly rejects it.
There is no certainty that any offer for the Company will be forthcoming nor as to the terms of any such offer.
Andrew Hayes +44(0)20 7796 4133
Dealing disclosure requirements
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.
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.
Relevant securities in issue
In accordance with Rule 2.10 of the Code, Chloride confirms that, as at the close of business on 23 April 2010, its issued share capital comprised 263,033,510 ordinary shares of 25 pence each. The International Securities Identification Number for these securities is GB0001952075.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available on Chloride's website: www.chloridepower.com
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