OFFER DECLARED WHOLLY UNCONDITIONAL
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
18 February 2011
BAE SYSTEMS (HOLDINGS) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC
RECOMMENDED CASH OFFER FOR NORKOM GROUP PLC -
OFFER DECLARED WHOLLY UNCONDITIONAL
Offer unconditional in all respects
The Board of BAE Systems (Holdings) Limited ("BAE Systems Holdings") announces that as at 5.00 p.m. on 17 February 2011 valid acceptances of the Offer had been received in respect of 75,866,600 Norkom Shares, representing approximately 84.3 per cent. of Norkom's current issued ordinary share capital, and that its Offer for Norkom Group plc ("Norkom") has become unconditional as to acceptances.
All of the conditions to the Offer as set out in the Offer Document dated 28 January 2011 have now been satisfied or waived and, accordingly, the Offer is declared unconditional in all respects.
Offer open until further notice
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.
Settlement of the consideration due under the Offer in respect of valid acceptances which have been received by today will be despatched within 14 days and, in the case of valid acceptances received after today, within 14 days of the receipt of such acceptances, valid and complete in all respects.
Compulsory acquisition, delisting and cancellation of trading
BAE Systems Holdings intends to exercise its rights under the provisions of Section 204 of the Irish Companies Act 1963 to acquire compulsorily all outstanding Norkom Shares not acquired or agreed to be acquired pursuant to the Offer on the same terms as the Offer.
Notice is hereby given that BAE Systems Holdings intends, as soon as it is practicable to do so, to procure the cancellation of the listing and trading of Norkom Shares on ESM and AIM. It is anticipated that the cancellation of listing and trading on ESM and AIM will take effect on 18 March 2011 (20 business days from today) or as soon as is practicable thereafter.
Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of McCann FitzGerald, Riverside One, Sir John Rogerson's Quay, Dublin 2 and William Fry, Fitzwilton House, Wilton Place, Dublin 2 during usual business hours on any week day (Saturdays, Sundays and public holidays excepted) while the Offer remains open for acceptance.
Disclosures
Prior to 26 November 2010 (the commencement of the Offer Period for Norkom under the Irish Takeover Rules), neither BAE Systems Holdings nor any person acting in concert with BAE Systems Holdings held any Norkom Shares or other securities of Norkom.
As previously announced, prior to the making of the Offer on 28 January 2011:
(a) BAE Systems Holdings had received irrevocable undertakings to accept (or procure the acceptance of) the Offer from certain Norkom Shareholders in respect of, in aggregate, 37,947,017 Norkom Shares, representing approximately 42.2 per cent. of Norkom's current issued ordinary share capital; and
(b) BAE Systems plc, parent company of BAE Systems Holdings, had acquired 18,000,000 Norkom Shares for cash at a price of €2.10 per share, representing just under 20.0 per cent. of Norkom's current issued ordinary share capital.
Acceptances of the Offer in respect of all of these Norkom Shares have been received by BAE Systems Holdings pursuant to these irrevocable undertakings or (as appropriate) from BAE Systems plc and are included in the total number of valid acceptances referred to above.
Save as set out above, neither BAE Systems Holdings nor any person acting in concert with BAE Systems Holdings is interested in any relevant Norkom securities, or holds any short position in any relevant Norkom securities. Save as set out above, neither BAE Systems Holdings nor any person acting in concert with BAE Systems Holdings has acquired or agreed to acquire any Norkom Shares or other securities of Norkom during the Offer Period.
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.
Rule 8 of the Takeover Rules - 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, Rule 8 of the Takeover Rules- 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