Norkom pre-condition satisfie
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
14 January 2011
RECOMMENDED CASH OFFER
BY
BAE SYSTEMS (HOLDINGS) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC
FOR
NORKOM GROUP PLC
Pre-condition to the Offer regarding the receipt of Irrevocable Undertakings to accept the Offer has been satisfied
The Board of BAE Systems (Holdings) Limited ("BAE Systems Holdings") announced this morning a pre-conditional recommended cash offer (the "Offer") for the entire issued and to be issued share capital of Norkom Group plc ("Norkom"). BAE Systems Holdings now announcesthat the pre-condition to the Offer regarding the receipt of irrevocable undertakings to accept the Offer has been satisfied.
The making of the Offer was conditional upon BAE Systems Holdings receiving irrevocable undertakings in a form satisfactory to BAE Systems Holdings (including from all Norkom Directors, all members of the Norkom Senior Management Team, TVC Holdings plc and the TVC Connected Person) to accept (or procure the acceptance of) the Offer in respect of Norkom Shares, in aggregate representing approximately 44.9 per cent. of the entire issued share capital of Norkom (on a fully diluted basis) at the date of this announcement.
BAE Systems Holdings has received irrevocable undertakings to accept (or procure the acceptance of) the Offer from those Norkom Shareholders in respect of, in aggregate, 46,394,320 Norkom Shares, representing approximately 44.9 per cent. of the entire issued share capital of Norkom (on a fully diluted basis) at the date of this announcement, and as specified in Appendix III to the Rule 2.5 Announcement issued this morning.
The undertakings given by the Norkom Directors (other than Shane Reihill and Gavin O'Reilly) and members of the Norkom Senior Management Team will cease to be binding only if the Offer Document is not posted within the timeframe required by the Takeover Rules (or within such longer period as BAE Systems Holdings and Norkom may with the consent of the Panel agree), if the Offer lapses or is withdrawn, or if the Offer is not declared wholly unconditional in all respects by 31 July 2011 (or within such longer period as the BAE Systems Holdings and Norkom, with the consent of the Panel agree) and remain binding in the event that a higher competing offer for Norkom is made.
The undertakings given by TVC Holdings plc, Shane Reihill, Gavin O'Reilly and the TVC Connected Person will cease to be binding if the Offer Document is not posted within the timeframe required by the Takeover Rules (or within such longer period as the BAE Systems Holdings and Norkom may with the consent of the Panel agree), if the Offer lapses or is withdrawn, or if the Offer is not declared wholly unconditional in all respects by 31 July 2011 (or within such longer period as the BAE Systems Holdings and Norkom, with the consent of the Panel agree). The undertakings will also cease to be binding in the event that a competing offer is made or announced with a value which represents an improvementof 10 per cent. or more in the value of the consideration offered by BAE Systems Holdings (and BAE Systems Holdings fails to submit a revised offer to Norkom within 72 hours which equals or exceeds that competing offer).
Definitions used in the Rule 2.5 Announcement dated 14 January 2011 have the same meaning when used in this announcement, unless the context requires otherwise.
Enquiries:
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Norkom Group plc |
Tel: +353 1 873 9600 |
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Paul Kerley, CEO |
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Liam Davis, CFO |
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Jefferies International Limited |
Tel: +44 20 7029 8000 |
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Rule 3 and Financial adviser to Norkom |
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Mark Fisher |
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Sarah McNicholas |
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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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Goodbody Corporate Finance/ Goodbody Stockbrokers |
Tel: +353 1 667 0420
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Financial adviser, ESM adviser and broker to Norkom |
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Simon Howley (Corporate Finance) |
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David Kearney (Corporate Finance) |
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Linda Hickey (Corporate Broking) |
Tel: +353 1 641 6017 |
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Cenkos Securities |
Tel: +44 20 7397 8900 |
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Nominated adviser and broker to Norkom |
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Stephen Keys |
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Camilla Hume |
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Threadneedle Communications |
Tel: +44 20 7653 9850 |
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Financial PR adviser to Norkom |
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Caroline Evans-Jones Fiona Conroy |
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Responsibility Statements
The directors of Norkom accept responsibility for the information contained in this announcement relating to Norkom, the Norkom Group, the directors of Norkom and members of their immediate families, related trusts and persons connected with them, and for the recommendation and related opinions of the directors of Norkom contained in this announcement. To the best of the knowledge and belief of the directors of Norkom (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of BAE Systems and BAE Systems Holdings accept responsibility for the information contained in this announcement; other than that relating to Norkom, the Norkom Group, the directors of Norkom and members of their immediate families, related trusts and persons connected with them, and any recommendation and related opinions of the directors of Norkom. 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 for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Financial Advisers
Jefferies, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Norkom and no one else in connection with the Offer and will not be responsible to anyone other than Norkom for providing the protections afforded to clients of Jefferies or for providing advice in relation to the Offer or any other matters referred to in this announcement.
Goodbody Corporate Finance, which is regulated by the Central Bank of Ireland, is acting exclusively for Norkom and no one else in connection with the Offer and will not be responsible to anyone other than Norkom for providing the protections afforded to customers of Goodbody Corporate Finance, or for providing advice in relation to the Offer or any other matters referred to in this announcement.
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 any Restricted Jurisdiction. 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.
Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer are made.
This announcement is made pursuant to Rule 2.5 of the Takeover Rules.
Pursuant to Rule 2.6(c) of the Takeover Rules, this announcement will be available to Norkom and BAE Systems Holdings employees on Norkom's website (www.norkom.com) and BAE Systems' website (www.baesystems.com).
Rule 8 - Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Norkom, all "dealings" in any "relevant securities" of Norkom (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3:30pm (Dublin time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of Norkom, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of Norkom, by Norkom or BAE Systems Holdings, or by any of their respective "associates", during the Offer Period must be disclosed by no later than 12.00 noon (Dublin time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Panel's website at www.irishtakeoverpanel.ie.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks in this paragraph, Dealing Disclosure Requirements, are defined in the Takeover Rules, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 (0) 1 678 9020; fax number +353 (0) 1 678 9289
This information is provided by RNS
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