Offer Update - Delisting

RNS Number : 8162A

General Electric Company

07 February 2011

 

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

7 February 2011

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

Offer update - delisting and related matters

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").  The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by GE Austria on 20 December 2010 (the "Offer Document").

The Offer was declared wholly unconditional on 3 February 2011.

Delisting

As GE Austria is in receipt of valid acceptances which result in it having agreed to acquire Wellstream Shares carrying at least 75 per cent. of the voting rights attaching to the issued ordinary share capital of Wellstream, Wellstream confirms that the 20 Business Days' notice period for the cancellation of the listing of Wellstream Shares on the Official List and the trading on the London Stock Exchange for listed securities has commenced.  It is anticipated that cancellation of listing and trading will take effect on or shortly after 8.00 a.m. (London time) on 8 March 2011.  It is also proposed that, after Wellstream Shares are delisted, Wellstream will be re-registered as a private company.

The cancellation of Wellstream's listing is expected to significantly reduce the liquidity and marketability of any Wellstream Shares in respect of which the Offer has not been accepted at that time.  As such, Wellstream Shareholders who have not yet accepted the Offer are urged to do so immediately.

As set out in the Offer Document and GE Austria's announcement dated 3 February 2011, GE Austria intends, in the event that it receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Wellstream Shares to which the Offer relates, to exercise its rights pursuant to the relevant provisions of the Companies Act 2006 to acquire compulsorily any remaining Wellstream Shares to which the Offer relates on the same terms as the Offer.

Board of Wellstream

The Board of Wellstream is pleased to announce the appointment of Michael Bellamy as an executive director effective 4 February 2011.  Michael is currently General Manager of PII Pipeline Solutions, a GE Oil & Gas and Al Shaheen Energy Services joint venture.  He was previously Chief Marketing Officer of GE's Oil & Gas business.  Michael has over 23 years of experience in sales and marketing of technology solutions to the oil and gas industry.

There is no disclosure to be made under Listing Rule 9.6.13 (2)-(6) in relation to this appointment. Mr Bellamy does not hold any shares in Wellstream.

The Board of Wellstream also announces the resignation as directors of John Kennedy, Sir Graham Hearne, Neil Gaskell, Pat Murray, Rodolfo Landim and Sir Rob Margetts effective 4 February 2011.  The Board of Wellstream would like to record its thanks to those directors for their contribution to the success of Wellstream.

Procedure for acceptance of the Offer

The Offer remains open until further notice and at least 14 days' notice will be given of the closing of the Offer.

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.

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.  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. 

Publication on website

In accordance with Rule 19.11 of the Code, a copy of this announcement will be 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 8 February 2011. Copies of the Offer Document and Form of Acceptance are also available for inspection on these websites.  

For further information in relation to the Offer, please refer to the Offer Document and GE Austria's announcement declaring the offer wholly unconditional on 3 February 2011.

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 is subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments and withdrawal rights, that are different from those applicable to tender offers made solely in accordance with US procedures and law.

In accordance with normal UK practice and Rule 14e-5(b) of the US Exchange Act, GE, GE Austria 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 an 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 is not being 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.

 

END

 

 

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