COMPULSORY ACQUISITION OF NORKOM SHARES
For immediate release
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
28 February 2011
BAE SYSTEMS (HOLDINGS) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC
RECOMMENDED CASH OFFER FOR NORKOM GROUP PLC -
COMPULSORY ACQUISITION OF OUTSTANDING NORKOM SHARES
The Board of BAE Systems (Holdings) Limited ("BAE Systems Holdings) announced on 18 February 2011 that its Offer for Norkom Group plc ("Norkom") had become unconditional in all respects.
As at that date, BAE Systems Holdings had received valid acceptances of the Offer in respect of more than 80 per cent. of the Norkom Shares the subject of the Offer.
Accordingly, BAE Systems Holdings is today posting notices pursuant to Section 204(1) of the Companies Act 1963 of Ireland to Norkom Shareholders who have not yet validly accepted the Offer, informing them that it proposes to acquire compulsorily their Norkom Shares under the provisions of Section 204 of that Act. The compulsory acquisition procedure is expected to be completed on, or shortly after, 30 March 2011.
The Offer remains open for acceptance until further notice. Norkom Shareholders who have not yet accepted the Offer should complete, sign and return their Form of Acceptance in accordance with the procedure set out in the Offer Document as soon as possible.
BAE Systems Holdings also announces that application has been made to cancel the listing and trading of Norkom Shares on ESM and AIM. As previously announced, it is anticipated that the cancellation of listing and trading on ESM and AIM will take effect on 18 March 2011 or as soon as is practicable thereafter.
Copies of the Offer Document and the Form of Acceptance are available for inspection at the offices of McCann FitzGerald (Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland) during normal business hours on any business day (Saturdays and public holidays excepted) while the Offer remains open for acceptance.
Definitions used in the Offer Document dated 28 January 2011 have the same meaning when used in this announcement, unless the context requires otherwise.
Enquiries:
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BofA Merrill Lynch |
Tel: +44 20 7996 1000 |
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Financial adviser to BAE Systems and BAE Systems Holdings |
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Philip Noblet |
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Simon Gorringe |
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Chris Squire |
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Responsibility
The directors of BAE Systems and BAE Systems Holdings accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of BAE Systems and BAE Systems Holdings (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Financial Adviser
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for BAE Systems and BAE Systems Holdings and no one else in connection with the Offer and accordingly will not be responsible to anyone other than BAE Systems and BAE Systems Holdings for providing the protections afforded to clients of BofA Merrill Lynch nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
General
This announcement does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.
The distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from such jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.
This information is provided by RNS