22nd Sep 2006 17:37
Eurotech S.p.A22 September 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM AUSTRALIA, CANADA OR JAPAN PRESS ANNOUNCEMENT FOR IMMEDIATE RELEASE 22 September 2006 CASH OFFER FOR RADSTONE TECHNOLOGY PLC ("RADSTONE") BY E-TECH UK LIMITED("E-TECH") (A WHOLLY OWNED SUBSIDIARY OF EUROTECH S.p.A. ("EUROTECH")) (THE"CASH OFFER") LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER The Board of E-tech announces that its Cash Offer for the entire issued and tobe issued ordinary share capital of Radstone has been extended and will remainopen for acceptance until 3.00 p.m. (London time) on 6 October 2006. On 30 August 2006 (the date on which E-tech announced the Cash Offer),E-tech had received irrevocable undertakings and a letter of intent to acceptthe Cash Offer in respect of, in aggregate, 4,824,508 Radstone Shares,representing approximately 15.9 per cent. of Radstone's entire issued sharecapital, and, in addition, on that day purchased 4,820,000 Radstone Shares,representing approximately 15.9 per cent. of Radstone's entire issued sharecapital. As at 3.00 p.m. (London time) on 22 September 2006, being the First Closing Dateof the Cash Offer, E-tech had received valid acceptances for the Cash Offer inrespect of 1,572,858 Radstone Shares, representing approximately 5.2 per cent.of Radstone's entire issued share capital. As at 3.00 p.m. (London time) on 22 September 2006, valid acceptances had beenreceived pursuant to the undertaking to accept the Cash Offer from GartmoreInvestment Limited in respect of 1,488,334 of the 1,488,961 Radstone Shares(representing in both cases 4.9 per cent. of Radstone's entire issued sharecapital) in respect of which it had so undertaken. Acceptances had not beenreceived in relation to 2,485,969 Radstone Shares (representing 8.2 per cent. ofRadstone's entire issued share capital) in respect of which Morley FundManagement Limited irrevocably undertook to accept the Cash Offer and 849,578Radstone Shares (representing 2.8 per cent. of Radstone's entire issued sharecapital) in respect of which INVESCO Asset Management Limited had written aletter of intent to accept the Cash Offer. In light of the higher recommended offer for Radstone announced by GE FanucEmbedded Systems, Inc on 18 September 2006 (the "Higher Offer"), Morley FundManagement Limited and Gartmore Investment Limited are not obliged to accept theCash Offer in accordance with the terms of the irrevocable undertakings given bythem. Similarly, INVESCO Asset Management Limited is not bound by the terms ofthe letter of intent given by it. In aggregate, as at 3.00 p.m. (London time) on 22 September 2006, E-tech ownedor had received valid acceptances for the Cash Offer in respect of 6,392,858Radstone Shares, representing approximately 21.1 per cent. of Radstone's entireissued share capital. As a point of clarification, if by 3.00 p.m. (London time) on 13 October 2006(rather than 31 October 2006 as stated in paragraph 3(b) of Part B in Appendix Iof the Offer Document) the Cash Offer has not become unconditional, an acceptingRadstone Shareholder may withdraw his acceptance at any time thereafter bywritten notice to be received by Computershare (on behalf of E-tech) prior tothe earlier of the Cash Offer becoming unconditional or the final time forlodgement of acceptances in relation to the Cash Offer in the manner describedin Appendix I of the Offer Document. Save as set out above, no Radstone Shares have been acquired or agreed to beacquired by or on behalf of E-tech or any person acting in concert with E-techduring the Offer Period and neither E-tech nor any person acting in concert withE-tech has an interest in any Radstone Shares (including any short positions(whether conditional or absolute and whether in the money or otherwise),including any short position under a derivative, any agreement to sell or anydelivery obligation or right to require another person to purchase or takedelivery) nor any right to subscribe for any Radstone Shares. No Radstone Shares have been borrowed or lent by E-tech or any person acting inconcert with it. Terms used in this announcement shall have the meaning given to them in theoffer announcement dated 30 August 2006 or the Offer Document dated 1 September2006. Enquiries: Eurotech/E-tech Tel: +44 (0)20 7861 3232Roberto SiagriMassimo Mauri Hawkpoint Tel: +44 (0)20 7665 4500(financial adviser to Eurotech and E-tech)Paul BainesGraham PatonEdward Arkus Panmure Gordon Tel: +44 (0)20 7459 3600(broker to Eurotech and E-tech)Dominic Morley Bell Pottinger Tel: +44 (0)20 7861 3232(PR adviser to Eurotech and E-tech)Stephen BenzikieOlly Scott Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Eurotech and E-tech andno one else in connection with the Cash Offer and will not be responsible toanyone other than Eurotech or E-tech for providing the protections afforded toits customers or for providing advice in relation to the Cash Offer or inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Eurotech and E-tech andno one else in connection with the Cash Offer and will not be responsible toanyone other than Eurotech or E-tech for providing the protections afforded toits customers or for providing advice in relation to the Cash Offer or inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. This announcement is not intended to and does not constitute, or form any partof, a Cash Offer or an invitation to purchase any securities or the solicitationof any vote or approval in any jurisdiction pursuant to the Cash Offer orotherwise. The Cash Offer has been made solely through the Offer Document andthe Form of Acceptance, which together contain the full terms and conditions ofthe Cash Offer, including details of how to accept the Cash Offer. Anyacceptance or other response to the Cash Offer should be made only on the basisof the information contained in the Offer Document and the Form of Acceptance.The laws of relevant jurisdictions may affect the availability of the Cash Offerto persons not resident in the United Kingdom. Persons who are not resident inthe United Kingdom, or who are subject to the laws of any jurisdiction otherthan the United Kingdom, should inform themselves about and observe anyapplicable legal and regulatory requirements. The Offer Document has been postedon Eurotech's website. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Restore