General Electric Company
12 June 2002
12 June 2002
RECOMMENDED CASH OFFERS BY J.P. MORGAN PLC ON BEHALF OF GE MEASUREMENT & SENSING
TECHNOLOGIES HOLDINGS, INC. ('GEMST'), (A WHOLLY OWNED SUBSIDIARY OF GENERAL
ELECTRIC COMPANY) FOR DRUCK HOLDINGS P.L.C. BECOME UNCONDITIONAL AS TO
Not for release, publication or distribution in or into the United States,
Canada, Japan or Australia.
On 10 May 2002, GEMST, a wholly owned subsidiary of General Electric Company
('GE') announced the terms of recommended offers (the 'Offers') for the issued
and to be issued ordinary and 'A' ordinary share capital of Druck to be made by
J.P. Morgan plc on behalf of GEMST.
GEMST announces that by 3.00 p.m. on 11 June March, 2002, being the first
closing date of the Offers, valid acceptances of the Offers had had been
received in respect of 29,024,875 Druck Ordinary Shares and 33,357,944 Druck 'A'
Ordinary Shares, representing approximately 90.46 per cent. of the issued Druck
Ordinary Shares and 99.87 per cent. of the issued Druck 'A' Ordinary Shares,
respectively. These figures include acceptances in respect of 33,206,500 Druck
'A' Ordinary Shares representing approximately 99.42 per cent. of the issued
Druck 'A' Ordinary Shares and 8,386,341 Druck Ordinary Shares representing
approximately 26.14 per cent. of the issued Druck Ordinary Shares pursuant to
the irrevocable undertakings to accept the Offers received by GEMST from the
Directors of Druck (and their family members and family trusts) and
institutional investors. Accordingly, the Offers have become unconditional as to
acceptances. The Offers will remain open until further notice.
Neither GEMST, nor any of the directors of GEMST, nor, so far as GEMST is aware,
any party acting in concert with GEMST, held any Druck Shares (or rights over
Druck Shares) before the commencement of the Offer Period and neither GEMST nor
any person acting in concert with GEMST has acquired or agreed to acquire any
Druck Shares (or rights over Druck Shares) since the commencement of the Offer
Period and no acceptances have been received from any persons acting in concert
The Offers are subject to the conditions set out in the offer document.
Druck Shareholders (other than certain overseas shareholders) who validly accept
the Offers may continue to elect to receive Loan Notes under the Loan Note
Alternative as an alternative to all or part of the cash consideration which
would otherwise be receivable by them under the Offers, for so long as the
Offers remain open for acceptance.
Druck Shareholders who wish to accept the Offers, and who have not done so,
should return their Form(s) of Acceptance as soon as possible. Additional Forms
of Acceptance are available from Northern Registrars on 01484 600 901.
Definitions used in the offer document dated 21 May 2002 have the same meanings
when used in this announcement, unless the context requires otherwise.
JPMorgan 020 7600 2300
The directors of GEMST and Richard Pease, president of GEMST, accept
responsibility for the information contained in this announcement. To the best
of the knowledge and belief of the directors and the president of GEMST (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.
J.P. Morgan plc, which is regulated in the United Kingdom by the Financial
Services Authority Limited, is acting for GEMST and GE and no one else in
connection with the Offers and will not be responsible to anyone other than
GEMST and GE for providing the protections afforded to customers of J.P. Morgan
plc nor for giving advice in relation to the Offers.
The Offers, (including the Loan Note Alternative), are not being made, directly
or indirectly, in or into, the United States, Canada, Japan or Australia and
this announcement is not an extension of the Offers into the United States,
Canada, Japan or Australia. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent into or from the
United States, Canada, Japan or Australia.
The Loan Notes will not be listed on any stock exchange and have not been, and
will not be, registered under the Securities Act or under the securities laws of
any state of the United States; the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada; no
prospectus in relation to the Loan Notes has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission and no steps
will be taken to enable the Loan Notes to be offered in compliance with the
applicable securities laws of Japan or any other jurisdiction outside the United
Kingdom. Accordingly the Loan Notes may not (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Canada, Japan or Australia or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, a Restricted Overseas Person.
J.P. Morgan plc has authorised the issue of this document solely for the
purposes of section 21 of the Financial Services and Markets Act 2000.
This information is provided by RNS
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