Offer Document Posted

RNS Number : 2422Y

General Electric Company

20 December 2010

 



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

20 December 2010

FOR IMMEDIATE RELEASE

GENERAL ELECTRIC AUSTRIA GMBH

Recommended cash Offer by General Electric Austria GmbH (a wholly-owned subsidiary of General Electric Company) for the entire issued and to be issued share capital of Wellstream Holdings PLC

Posting of Offer Document

On 13 December 2010, General Electric Company ("GE") announced the terms of a recommended cash offer (the "Offer") by its wholly-owned subsidiary, General Electric Austria GmbH ("GE Austria"), to acquire the entire issued and to be issued share capital of Wellstream Holdings PLC ("Wellstream") under which Wellstream Shareholders would be entitled to receive an offer price of 780 pence per Wellstream Share (the "Offer Price") and a special dividend of 6 pence per Wellstream Share (the "Special Dividend").  In aggregate, the Offer Price and the Special Dividend represent 786 pence per Wellstream Share and value Wellstream's fully diluted share capital at approximately £800 million.

GE announces that the offer document (the "Offer Document") containing the full terms of, and conditions to, the Offer is being posted to Wellstream Shareholders today together with the Form of Acceptance (in the case of holders of Wellstream Shares in certificated form). 

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 20 January 2011. 

To accept the Offer in respect of Wellstream Shares held in certificated form, Wellstream Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Equiniti Registrars by no later than 1.00 p.m. (London time) on 20 January 2011.

To accept the Offer in respect of Wellstream Shares held in uncertificated form (that is, in CREST), Wellstream Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 20 January 2011.  If Wellstream Shareholders hold their Wellstream Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear. 

The Offer Document and Form of Acceptance will be available for inspection at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the end of the Offer Period.  In accordance with Rule 19.11 of the Code, copies of the Offer Document and Form of Acceptance will also be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on GE's website at www.gereports.com/takeover-offer and Wellstream's website at www.wellstream.com/microsite by no later than 12 noon on 21 December 2010 until the end of the Offer Period. 

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries

GE and GE Austria                                                                  

Anne Eisele (GE Press Relations)                                                             [phone]

Nigel O'Connor (GE Oil & Gas Press Relations)                                        [phone]         

Trevor Schauenberg (GE Investor Communications)                                     [phone]

Goldman Sachs International                                                              [phone]

(Sole financial adviser to GE and GE Austria)

Luca Ferrari, Nimesh Khiroya

Wellstream                                                                                          [phone]

Chris Gill (Finance Director)

Jason Nunn (Investor Relations)

Rothschild                                                                                            [phone]

(Joint financial adviser to Wellstream)

Nicholas Wrigley, Stuart Vincent

Credit Suisse                                                                                       [phone]

(Joint financial adviser and joint corporate broker to Wellstream)

Stuart Upcraft, John Hannaford

Tulchan Communications                                                                    [phone]

(PR adviser to Wellstream)

Peter Hewer, James Bradley

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and, in the case of certificated shares only, the Form of Acceptance.  Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

The availability of the Offer to Wellstream Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable requirements.

Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for GE and GE Austria and no-one else in connection with the Offer and will not be responsible to anyone other than GE and GE Austria for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the UK by the FSA, is acting exclusively for Wellstream and no-one else in connection with the Offer and will not be responsible to anyone other than Wellstream for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any other matters referred to in this announcement.

Credit Suisse, which is authorised and regulated by the FSA, is acting for Wellstream and for no-one else in connection with the Offer and will not be responsible to anyone other than Wellstream for providing the protections afforded to clients of Credit Suisse or for providing advice in relation to the Offer, the content of this announcement or any matter referred to herein.  Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes 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 Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Notice to US Holders of Wellstream Shares

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States.  The Offer is being made in the United States pursuant to applicable US tender offer rules and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments, that are different from those applicable to tender offers made solely in accordance with US procedures and law.

The receipt of cash pursuant to the Offer by a US Holder of Wellstream Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws.  Each holder of Wellstream Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of accepting the Offer.

In light of recent case law, US Holders may not have an ability to bring claims under the US federal securities laws relating to the Offer.

In accordance with normal UK practice and in accordance with Rule 14e-5 (b) of the US Exchange Act, GE Austria, GE and/or their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Wellstream Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance.  Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International will continue to act as exempt principal trader in Wellstream Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as required in the UK.  The required information will be reported to a Regulatory Information Service of the UK Listing Authority, will be available on the London Stock Exchange website (www.londonstockexchange.com) and will be publicly disclosed in the United States.

Notice to Overseas Shareholders

The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance by any Restricted Overseas Persons.  Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent to or from a Restricted Overseas Person.  Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents to or from Restricted Overseas Persons as doing so may invalidate any purported acceptance of the Offer.

Dealing disclosure requirements

Under Rule 8.3(a) of the City 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 City 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 [phone].

 

END

 

 

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