20th Feb 2007 07:01
Cooper Controls (U.K.) Limited20 February 2007 Part 1 Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction 20 February 2007 Recommended cash offer by Corporate Synergy Plc on behalf of Cooper Controls (U.K.) Limited an indirect wholly-owned subsidiary of Cooper Industries, Ltd. to acquire the entire issued and to be issued ordinary share capital of Polaron plc Summary • The Boards of Polaron plc (Polaron) and Cooper Controls (U.K.) Limited (Cooper) are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Corporate Synergy Plc on behalf of Cooper, for the entire issued and to be issued share capital of Polaron. • The Offer will be 95 pence in cash for each Polaron Share. • The Offer values the entire issued share capital of Polaron at approximately £14.86 million. • The Offer represents a premium of approximately 30 per cent. to the Closing Price of 73 pence per Polaron Share on 4 September 2006, being the last business day prior to the commencement of the Offer Period, a premium of approximately 32 per cent. to the average Closing Price of 72 pence per Polaron Share over the six months prior to the commencement of the Offer Period and a premium of approximately 23 per cent. to the Closing Price of 77.5 pence per Polaron Share on 19 February 2007 (being the last business day prior to this announcement). • The Polaron Directors, who have been so advised by Arbuthnot Securities, consider the terms of the Offer to be fair and reasonable so far as Polaron Shareholders are concerned and unanimously recommend that Polaron Shareholders accept the Offer. In providing its advice to the Polaron Board, Arbuthnot Securities has taken into account the commercial assessments of the Polaron Directors. • Cooper is a company formed specifically for the purposes of making the Offer and is ultimately owned by Cooper Industries, Ltd. • Cooper has received irrevocable undertakings to accept, or procure acceptance of, the Offer from the directors of Polaron in respect of their entire beneficial holdings of in aggregate 2,949,930 Polaron Shares representing approximately 18.9 per cent. of the issued share capital of Polaron. In addition, irrevocable undertakings to accept the Offer have been received by Cooper from certain other Polaron Shareholders in respect of their entire beneficial holdings of in aggregate 2,848,194 Polaron Shares representing approximately 18.2 per cent. of the issued share capital of Polaron. Cooper has therefore received irrevocable undertakings to accept the Offer in respect of 5,798,124 Polaron Shares in aggregate, representing approximately 37.1 per cent. of the existing issued share capital of Polaron. Joe Stelzer, CEO of Polaron, commented: "Since March 2004 when Polaron was floated on AIM we have developed an excellentgroup of businesses involved in providing intelligent lighting controlsolutions. However, the Offer represents an opportunity for Polaron shareholdersto realise their investment for cash at a substantial premium to the marketvaluation of the company." Kirk Hachigian, CEO of Cooper Industries, Ltd., said: "We are delighted to have reached agreement with the board of Polaron on thisrecommended cash offer. We are excited to work with the management andemployees of Polaron and combine their world-class intelligent lighting controlsolutions with our high quality Cooper Lighting products." This summary should be read in conjunction with the full text of thisannouncement and the Appendices to this announcement. Appendix III to thisannouncement contains definitions of certain expressions used in this summaryand in this announcement. All times referred to are London times unlessotherwise stated. The full terms and conditions of the Offer will be set out in the Offer Documentand Form of Acceptance which will accompany it. In deciding whether or not toaccept the Offer, Polaron Shareholders must rely solely on the terms andconditions of the Offer and the information contained, and the proceduresdescribed, in the Offer Document and the Form of Acceptance. PolaronShareholders are advised to read carefully the Offer Document and the Form ofAcceptance once these have been despatched. It is anticipated that the OfferDocument will be despatched to Polaron Shareholders and, for information only,to Polaron Share Option Holders, as soon as practicable but in any event within28 days of the date of this announcement. Enquiries Cooper Controls (U.K.) Limited +1 713 209 8457Mark Mai Corporate Synergy Plc (Financial adviser to Cooper) 020 7448 4400William VandykDavid Seal Polaron plc 01923 495 513Joe StelzerFraser Searle Arbuthnot Securities (Financial adviser to Polaron) 020 7012 2000Tom GriffithsAlasdair Younie Conduit PR Ltd (Financial PR adviser to Polaron) 020 7429 6605Laurence Read Corporate Synergy Plc, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting for Cooper and no one else inconnection with the Offer and will not be responsible to anyone other thanCooper for providing the protections afforded to customers of Corporate SynergyPlc nor for providing advice in relation to the Offer or any other matterreferred to herein. Arbuthnot Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority is acting exclusively for Polaron and is actingfor no one else in connection with the Offer and will not be responsible toanyone other than Polaron for providing the protections afforded to customers ofArbuthnot Securities or for providing advice in relation to the Offer or anyother matter referred to herein. This announcement is not intended to, and does not, constitute an offer or aninvitation to purchase or subscribe for any securities or the solicitation of anoffer to purchase any securities, pursuant to the Offer or otherwise. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the Takeover Code and the information disclosedmay not be the same as that which would have been disclosed if this announcementhad been prepared in accordance with the laws of jurisdictions outside England. Copies of this announcement are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom any Restricted Jurisdiction and persons receiving this announcement(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it in or into or from any Restricted Jurisdiction.The Offer may not be made, directly or indirectly, in or into or by the use ofthe mails of, or by any other means or instrumentality (including, withoutlimitation, electronic mail, facsimile transmission, telex, telephone, internetor other forms of electronic communication) of interstate or foreign commerceof, or any facility of a national state or securities exchange of any RestrictedJurisdiction and the Offer may not be capable of acceptance by any such use,means, instrumentality or facility. This document contains certain forward-looking statements with respect to thefinancial condition, results of operations and business of Polaron and thePolaron Group and certain plans and objectives of the boards of directors ofPolaron and Cooper. These forward-looking statements can be identified by thefact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target","expect", "estimate", "intend", "plan", "goal", "believe", "will", "may","should", "would", "could" or other words of similar meaning. By their nature,forward-looking statements involve risks and uncertainties that could causeactual results and developments to differ materially from those expressed in orimplied by such forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond Polaron's and Cooper's abilitiesto control or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Should one or more of these risks oruncertainties materialise, or should underlying assumptions prove incorrect,actual results may vary materially from those described in this document.Polaron and Cooper assume no obligation and do not intend to update or correctthese forward-looking statements, except as required pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Polaron plc, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Polaronplc, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Polaron plc by Cooper/any member of Cooper's group orPolaron plc, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Takeover Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Takeover Panel. Part 2 Not for release, publication or distribution, in whole or in part, in or into orfrom any jurisdiction where to do so would constitute a violation of therelevant laws of such jurisdiction Recommended cash offer by Corporate Synergy Plc on behalf of Cooper Controls (U.K.) Limited an indirect wholly-owned subsidiary of Cooper Industries, Ltd. to acquire the entire issued and to be issued ordinary share capital of Polaron plc 1. Introduction The boards of Polaron plc (Polaron) and Cooper Controls (U.K.) Limited (Cooper)are pleased to announce that they have reached agreement on the terms of arecommended cash offer, to be made by Corporate Synergy Plc on behalf of Cooper,to acquire the entire issued and to be issued share capital of Polaron. Cooperis a company specifically formed for the purpose of making the Offer and isultimately owned by Cooper Industries, Ltd. 2. The Offer The Offer will be 95 pence in cash for each Polaron Share. The Offer values theentire issued share capital of Polaron at approximately £14.86 million. The Offer represents a premium of approximately: • 30 per cent. to the Closing Price of 73 pence per Polaron Share on 4 September 2006, being the last business day prior to the commencement of the Offer Period; • 32 per cent. to the average Closing Price of 72 pence per Polaron Share over the six months prior to the commencement of the Offer Period; and • 23 per cent. to the Closing Price of 77.5 pence per Polaron Share on 19 February 2007 (being the last business day prior to this announcement). The Offer, which will be made by Corporate Synergy Plc on behalf of Cooper onthe terms and subject to the conditions and further terms set out below and inAppendix I to this announcement, and subject to the conditions and further termsto be set out in the Offer Document and in the accompanying Form of Acceptance,will be made on the following basis: For each Polaron Share 95 pence in cash The Offer will extend, subject to the terms and conditions to be set out in theOffer Document and the Form of Acceptance, to all Polaron Shares which areunconditionally allotted or issued on the date on which the Offer is made and toany further Polaron Shares unconditionally allotted or issued while the Offerremains open for acceptance (or such earlier date as Cooper may, subject to theTakeover Code, decide). The Polaron Shares will be acquired by Cooper, pursuant to the Offer, fully paidand free from all liens, equities, charges, encumbrances, rights of pre-emptionand other third party rights and interests of any nature whatsoever and togetherwith all of the rights now and hereafter attaching thereto, including the rightto receive and retain in full all dividends and other distributions declared,made or paid on or after the date of this announcement. 3. Recommendation of the Offer The Polaron Directors, who have been so advised by Arbuthnot Securities,consider the terms of the Offer to be fair and reasonable so far as PolaronShareholders are concerned. In providing its advice to the Polaron Board,Arbuthnot Securities has taken into account the commercial assessments of thePolaron Directors. Accordingly, the Polaron Directors unanimously recommend that PolaronShareholders accept the Offer, as they have irrevocably undertaken to do, orprocure to do, in respect of their own beneficial shareholdings and those oftheir related parties amounting to, in aggregate, 2,949,930 Polaron Shares,representing approximately 18.9 per cent. of the existing issued share capitalof Polaron. 4. Interests in Polaron Shares and irrevocable undertakings to accept the Offer Cooper has received irrevocable undertakings to accept, or procure acceptance ofthe Offer, from all the directors of Polaron in respect of their entirebeneficial holdings of 2,949,930 Polaron Shares, representing approximately 18.9per cent. of the issued share capital of Polaron as set out below: Director Number of Polaron SharesW David 10,000J Stelzer 2,932,930F Searle 2,000S Sparrow 5,000 These irrevocable undertakings will remain binding in the event of any higheroffer for Polaron. In addition, irrevocable commitments have been received by Cooper from certainother Polaron Shareholders in respect of their entire beneficial holdings of inaggregate 2,848,194 Polaron Shares representing approximately 18.2 per cent. ofthe issued share capital of Polaron. These irrevocable commitments will alsoremain binding even in the event of any higher offer for Polaron. 5. Background to and reasons for recommending the Offer Polaron, whose shares were admitted to trading on AIM on 31 March 2004, is theholding company of a technology group which had been established in 1963 topioneer technology in a variety of emerging scientific instruments markets.Polaron was co-founded by Dr Isidore Stelzer initially to develop and marketelectron microscope grids, specimen preparation tools and accessories. On itsadmission to trading on AIM, Polaron raised approximately £2.5 million (net ofexpenses) by a placing of new shares at 150 pence per share. At the same time,Dr Isidore Stelzer sold shares at 150 pence per share realising approximately£7.0 million. At the time of its admission to AIM, Polaron was organised into the followingbusinesses: • Nanotechnology - this division comprised Oxford Nanoscience Limited ("ONS") and Polaron CVT. ONS' principal product was a 3-dimensional atom probe. CVT had been acquired by Polaron in 1997 and was a specialist manufacturer of precision ultra-high vacuum chambers and systems. • Control systems - this division consisted of Polaron Controls, Marata Group Limited ("Marata") and Polaron Communications. Polaron Controls' principal business was the manufacture of architectural lighting control systems. Marata which was acquired principally for its distribution channel into the "Smart Home" market, was a distributor of audio visual equipment. Polaron Communications provided, on a project by project basis, integrated control systems such as lighting, audio, video, CCTV, air conditioning and voice evacuation systems. • Components - this division which had grown mainly through acquisition, comprised two businesses, Polaron Components and Polaron Schaevitz, which merged into one unit following Polaron's admission to AIM. This division designed and manufactured a range of specialist sensors and switches for a wide range of markets including marine, weapons systems and offshore oil and gas industries. • Software republishing - the FastTrak software republishing business which provided full sales and marketing services and specialised in establishing products in the CAD market. Polaron stated at the time of its admission to AIM that it was seeking to expandin its chosen markets both organically and through selective acquisitions. InSeptember 2004, Polaron acquired the entire share capital of iLight GroupLimited ("iLight") for a total consideration of £1.7 million, satisfied as to£1.0 million of cash and the balance by the issue of 389,250 Polaron shares at179.8 pence per share. iLight comprised two lighting control companies whichwere merged into Polaron's control systems division. In December 2004, Polaron acquired Rossula Limited ("Rossula"), the holdingcompany of Lightfactor Sales Limited and Lightprocessor Limited, for £350,000satisfied as to £250,000 in cash and the balance by the issue of 67,340 Polaronshares at 148.5 pence per share. Rossula expanded Polaron's position in the UKlighting controls market. In February 2005, Polaron sold part of its pressuresensing business interests for £1.3 million in cash, providing the Group withfurther working capital to develop the business. Following the reporting ofstrong results for the six months ended 31 December 2004, Polaron announced inlate March 2005 that even though interest levels for ONS' 3D atom probe remainedstrong in all of its target markets, the conversion rate of sales prospects intoorders was proving slower than expected and, consequently, the results for theyear ending 30 June 2005 would be below market expectations. Polaron acquired DMS Controls Limited, a specialist integrator of intelligentbuilding control systems, in July 2005 for a maximum total consideration of £3.7million. The initial consideration payable was £1.4 million in cash. A further£0.8 million was paid through the issue of 810,783 Polaron shares at a value of98.67 pence per share in June 2006. A further consideration of £1.5 million,satisfied by the issue of £0.9 million of loan notes and 831,370 Polaron sharesat 72.17 pence per share, was paid upon achieving further pre-tax profits growthto a total of £700,000 for the 14 month period ended 30 June 2006. In September 2005, Polaron sold its software business FastTrak SoftwarePublishing Limited for a total consideration of £177,000 payable in cash. Inlate March 2006, Polaron announced the sale of the assets and liabilities of theVacuum Chamber business of ONS to Weltonbridge Limited, a company owned byRichard Davies, the former managing director of ONS, for a consideration of £0.2million satisfied by the issue of 5 per cent. preference shares in WeltonbridgeLimited. On 11 April 2006, it was announced that Polaron had sold ONS to Imago ScientificInstruments ("Imago") for a total consideration of US$4.35 million to besatisfied by US$2.25 million in cash and the issue of US$2.1 million ofpreferred stock in Imago. The cash consideration was payable as to US$1.5million on completion, US$500,000 is payable on the first anniversary ofcompletion with the balance being payable 18 months after completion. Thedecision to sell ONS was taken by the Polaron Directors in view of the continuedcash strain placed on the Group by ONS, due to the lack of sales combined withhigh research and development costs. Following the disposal of ONS, Polaron comprises principally its control systemsdivision. The Polaron Directors believe that the principal growth opportunitywithin the control systems division is the lighting controls business. Whilstthe product portfolio within the lighting controls business is strong, in theopinion of the Polaron Directors, the investment required in global staffinginfrastructure and sales and marketing to compete effectively with the Company'slarger, mostly US peers, is beyond the available resources of Polaron.Consequently on 5 September 2006, the Company announced that it was examining anumber of strategic options for the Group which could include a sale of theCompany. The Polaron Directors believe that the acquisition of Polaron by Cooper is inthe best interests of Polaron Shareholders, its employees and stakeholders. Thisis because, in their opinion, the Company is not able to take advantage of itsstatus as a publicly quoted company and utilise the benefit of having shares toissue as currency to pay for acquisitions. Given that the Company's currentshare price is significantly below the price at which the Company placed sharesat the time of its flotation on AIM, the Directors do not believe that issuingnew shares to fund acquisitions to grow the Company, as originally envisaged atthe time of the Company's IPO is practical or in the best interests of allshareholders. In the 12 months up to and including 4 September 2006 (the business day prior tothe commencement of the Offer Period), Polaron Shares have traded in the range65 pence to 107 pence, with the average price being 74 pence per share. Thedirectors of Polaron believe that there can be no certainty that the PolaronShares will trade at a price equivalent to the Offer Price in the foreseeablefuture. Accordingly, the Polaron Directors believe that the Offer provides thebest available opportunity for all Polaron Shareholders to realise theirinvestments at a significant premium to the closing mid-market price on 19February 2007 (being the last business day prior to the date of thisannouncement). As a result, the Polaron Directors believe that the Offer isattractive and are recommending it to all Polaron Shareholders. 6. Information on Polaron Polaron is the holding company for a group of businesses involved in providingintelligent lighting control solutions. Its complementary brands and wideningproduct portfolio have enabled Polaron to move into new markets, bringing insignificant technical expertise and resources to help drive the development ofthe business and its ability to be the supplier of choice for major controlprojects worldwide. For the year ended 30 June 2006, Polaron reported consolidated revenues of £23.7million and operating profit from continuing operations (before exceptionalitems) of £1.1 million and had net assets of £8.9 million. For the six monthsto 31 December 2006, Polaron reported consolidated revenues of £11.1 million andoperating profit from continuing operations (before exceptional items) of£371,000 and had net assets of £9.5 million. 7. Information on Cooper and Cooper Industries, Ltd. Cooper, a private limited company registered in England, was incorporated on 8December 2006. The company was incorporated specifically for the purpose ofacquiring Polaron and holding Polaron in the future and has not traded orincurred any liabilities since incorporation except for the purpose of makingthe Offer. The directors of Cooper are Kirk Hachigian, Terry Klebe, Kevin McDonald, MarkMai, Terrance Helz and Jeffrey Levos. Cooper is wholly-owned by Cooper Industries, Ltd. Cooper Industries, Ltd. is a global manufacturer with consolidated revenues forthe year ended 31 December 2005 of US$4.7 billion, approximately 85 per cent. ofwhich are from electrical products. Incorporated in Bermuda with administrativeheadquarters in Houston, the Cooper Group employs approximately 31,000 peopleand operates eight divisions. In the year ended 31 December 2005, consolidated income from continuingoperations before income taxes of the Cooper Group was US$495 million.Consolidated net assets at 31 December 2005 were US$2.2 billion. In the ninemonths ended 30 September 2006, consolidated revenues were US$3.8 billion andconsolidated income from continuing operations before income taxes was US$478million. Consolidated net assets at 30 September 2006 were US$2.3 billion. On25 January 2007, Cooper Industries, Ltd. issued an earnings release for the yearended 31 December 2006, which showed consolidated revenues of US$5.2 billion andconsolidated income from continuing operations before income taxes of US$647.7million. The shares of Cooper Industries, Ltd. are listed on the New York Stock Exchangeand the market capitalisation as at 16 February 2007, the latest practicabledate prior to the publication of this announcement was approximately US$8.6billion. 8. Reasons for the Offer The directors of Cooper recognise the success of the current management ofPolaron and they intend to continue to strengthen the operations in order toreinforce and further develop the position of Polaron as a part of the broaderCooper group. The acquisition of Polaron broadens Cooper's offering of intelligent controlsolutions, complements other product lines and affords an opportunity forgeographic expansion. There are no agreements or arrangements to which Cooper is a party which relateto the circumstances in which it may or may not invoke or seek to invoke acondition of the Offer. 9. Financing of the Offer Full acceptances of the Offer would result in a maximum cash consideration ofapproximately £14.86 million being payable. This cash consideration is beingfinanced from the Wider Cooper Group's internal cash resources. Cooper does notintend that the payment of interest on repayment of or security for anyliability (contingent or otherwise) will depend to any significant extent on thebusiness of Polaron. Corporate Synergy Plc is satisfied that the necessaryfinancial resources are available to Cooper to satisfy acceptance of the Offerin full. 10. Management and employees of Polaron Cooper intends to honour the employment contracts with Polaron's executives.Cooper intends to review the contracts of certain executives to ensureobjectives are aligned with the broader strategic plans Cooper intends toimplement. Cooper has given assurances to the Board of Polaron that it does not currentlyenvisage that its strategic plans for Polaron will significantly impact on theemployment of Polaron's employees, Polaron's current places of business or thedeployment of its fixed assets. The board of Cooper has given assurances to the Polaron Directors that, in theevent of the Offer becoming or being declared unconditional in all respects, theemployment rights, including pension rights, of all employees of the PolaronGroup will be fully safeguarded. 11. Polaron Share Options The Offer will extend to all Polaron Shares issued or unconditionally allottedfully paid (or credited as fully paid) whilst the Offer remains open foracceptance (or prior to such earlier date as Cooper may, subject to theprovisions of the City Code, determine, not being earlier than the date on whichthe Offer becomes or is declared unconditional in all respects or, if later, thefirst closing date of the Offer) pursuant to the exercise of share options orthe vesting of share awards granted under the Polaron Share Option Scheme orotherwise. As all outstanding Polaron Share Options have an exercise pricewhich is greater than the Offer Price, with the consent of the Takeover Panel,Cooper does not intend to make any alternative proposals to Polaron Share OptionHolders in respect of Polaron Share Options. 12. Disclosure of interests in Polaron Save as described in this announcement none of Cooper (nor any of the CooperDirectors), nor, so far as Cooper is aware, any person deemed to be acting inconcert with Cooper, owns or controls any Polaron Shares or any securitiesconvertible or exchangeable into Polaron Shares (including pursuant to any longexposure, whether conditional or absolute, to changes in the prices ofsecurities) or any rights to subscribe for or purchase the same, or holds anyoptions (including traded options) in respect of, or has any option to acquire,any Polaron Shares or has entered into any derivatives referenced to PolaronShares ("Relevant Polaron Securities") which remain outstanding, nor does anysuch person hold any short positions in relation to Relevant Polaron Securities(whether conditional or absolute and whether in money or otherwise) includingany short position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery, norhas any such person borrowed or lent any Relevant Polaron Securities nor doesany such person have any arrangement in relation to Relevant Polaron Securities. An "arrangement" also includes any indemnity or option arrangement, anyagreement or understanding, formal or informal, of whatever nature, relating toRelevant Polaron Securities which may be an inducement to deal or refrain fromdealing in such securities. 13. Compulsory acquisition of Polaron Shares, cancellation of admission to AIMand re-registration of Polaron As soon as it is appropriate to do so, and subject to the Offer becoming orbeing declared unconditional in all respects, Cooper intends to procure thatPolaron applies to the London Stock Exchange for cancellation of the admissionof the Polaron Shares on AIM. It is anticipated that such cancellation willtake effect no earlier than twenty business days after the Offer becomes or isdeclared unconditional in all respects. The cancellation of the admission ofPolaron's shares will significantly reduce the liquidity, marketability andvalue of any Polaron Shares in respect of which acceptances of the Offer are notsubmitted. Subject to the Offer becoming or being declared unconditional in all respects,if sufficient acceptances are received under the Offer, Cooper intends to applythe provisions of sections 428 to 430F (inclusive) of the Companies Act toacquire compulsorily any outstanding Polaron Shares to which the Offer relateson the same terms as the Offer. It is also proposed that, subject to the Offer becoming or being declaredunconditional in all respects and, following the cancellation of trading on AIMof Polaron Shares, Polaron will be re-registered as a private company under therelevant provisions of the Companies Act. 14. General The full terms and conditions of the Offer will be set out in the Offer Documentand the Form of Acceptance which will accompany it. In deciding whether or notto accept the Offer, Polaron Shareholders must rely solely on the terms andconditions of the Offer and the information contained, and the proceduresdescribed, in the Offer Document and the Form of Acceptance. PolaronShareholders are advised to read carefully the Offer Document and the Form ofAcceptance once these have been despatched. It is anticipated that the OfferDocument will be despatched to Polaron Shareholders and, for information only toPolaron Share Option Holders, as soon as practicable but in any event withintwenty eight days of the date of this announcement. The Offer will be governed by English law and be subject to the applicablerequirements of the Takeover Code, the Takeover Panel and the London StockExchange. Persons who are not resident in the United Kingdom, or who are subject to thelaws of any jurisdiction other than the United Kingdom should inform themselvesabout and observe any applicable requirements of those jurisdictions. Appendix I to this announcement contains a summary of the conditions and certainfurther terms of the Offer. Appendix II to this announcement contains furtherdetails of the bases and sources of the financial information set out in thisannouncement and Appendix III contains definitions of certain expressions usedin this announcement. All times referred to are London times unless otherwisestated. Enquiries Cooper Controls (U.K.) Limited +1 713 209 8457Mark Mai Corporate Synergy Plc (Financial adviser to Cooper) 020 7448 4400William VandykDavid Seal Polaron plc 01923 495 513Joe StelzerFraser Searle Arbuthnot Securities (Financial adviser to Polaron) 020 7012 2000Tom GriffithsAlasdair Younie Conduit PR Ltd (Financial PR adviser to Polaron) 020 7429 6605Laurence Read Corporate Synergy Plc, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting for Cooper and no one else inconnection with the Offer and will not be responsible to anyone other thanCooper for providing the protections afforded to customers of Corporate SynergyPlc nor for providing advice in relation to the Offer or any other matterreferred to herein. Arbuthnot Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority is acting exclusively for Polaron and is actingfor no one else in connection with the Offer and will not be responsible toanyone other than Polaron for providing the protections afforded to customers ofArbuthnot Securities or for providing advice in relation to the Offer or anyother matter referred to herein. This announcement is not intended to, and does not, constitute an offer or aninvitation to purchase or subscribe for any securities or the solicitation of anoffer to purchase any securities, pursuant to the Offer or otherwise. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and therefore any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. This announcement has been prepared for the purpose ofcomplying with English law and the Takeover Code and the information disclosedmay not be the same as that which would have been disclosed if this announcementhad been prepared in accordance with the laws of jurisdictions outside England. Copies of this announcement are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom any Restricted Jurisdiction and persons receiving this announcement(including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send it in or into or from any Restricted Jurisdiction.The Offer may not be made, directly or indirectly, in or into or by the use ofthe mails of, or by any other means or instrumentality (including, withoutlimitation, electronic mail, facsimile transmission, telex, telephone, internetor other forms of electronic communication) of interstate or foreign commerceof, or any facility of a national state or securities exchange of any RestrictedJurisdiction and the Offer may not be capable of acceptance by any such use,means, instrumentality or facility. This document contains certain forward-looking statements with respect to thefinancial condition, results of operations and business of Polaron and thePolaron Group and certain plans and objectives of the boards of directors ofPolaron and Cooper. These forward-looking statements can be identified by thefact that they do not relate only to historical or current facts.Forward-looking statements often use words such as "anticipate", "target","expect", "estimate", "intend", "plan", "goal", "believe", "will", "may","should", "would", "could" or other words of similar meaning. By their nature,forward-looking statements involve risks and uncertainties that could causeactual results and developments to differ materially from those expressed in orimplied by such forward-looking statements. Many of these risks anduncertainties relate to factors that are beyond Polaron's and Cooper's abilitiesto control or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. Should one or more of these risks oruncertainties materialise, or should underlying assumptions prove incorrect,actual results may vary materially from those described in this document.Polaron and Cooper assume no obligation and do not intend to update or correctthese forward-looking statements, except as required pursuant to applicable law. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Polaron plc, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Polaronplc, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Polaron plc by Cooper/any member of Cooper's group orPolaron plc, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Takeover Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Takeover Panel. APPENDIX I Conditions and certain further terms of the Offer 1. Conditions of the Offer 1.1 The Offer will be subject to the following conditions: 1.1.1 valid acceptances being received (and not, wherepermitted, withdrawn) by not later than 3.00p.m. on the first closing date ofthe Offer (or such later time(s) and/or date(s) as Cooper may, subject to therules of the Takeover Code, decide) in respect of not less than 90 per cent. (orsuch lower percentage as Cooper may decide) in nominal value of the PolaronShares to which the Offer relates, provided that this condition will not besatisfied unless Cooper shall have acquired or agreed to acquire (whetherpursuant to the Offer or otherwise) Polaron Shares carrying in aggregate morethan 50 per cent. of the voting rights then normally exercisable at a generalmeeting of Polaron, including for this purpose (except to the extent otherwiseagreed by the Takeover Panel) any such voting rights attaching to any PolaronShares that are unconditionally allotted or issued before the Offer becomes oris declared unconditional as to acceptances, whether pursuant to the exercise ofany outstanding subscription or conversion rights or otherwise; and for thispurpose: (a) the expression "Polaron Shares to which the Offer relates" shallbe construed in accordance with sections 428 to 430F of the Act; (b) Polaron Shares which have been unconditionally allotted shall bedeemed to carry the voting rights which they will carry upon being entered inthe register of members of Polaron; and (c) valid acceptances shall be deemed to have been received in respectof Polaron Shares which are treated for the purposes of section 429(8) of theAct as having been acquired or contracted to be acquired by Cooper by virtue ofacceptances of the Offer; 1.1.2 to the extent that the acquisition of Polaron Shareswould constitute a relevant merger within the meaning of Section 23 of theEnterprise Act 2002, the Office of Fair Trading not having indicated that it istheir intention to refer the proposed acquisition of Polaron by Cooper, or anymatters arising therefrom or related thereto, to the Competition Commission; 1.1.3 no Third Party having intervened and there notcontinuing to be outstanding any statute, regulation or order of any Third Partyin each case which would or might reasonably be expected to (to the extent whichis material in the context of the Offer or the Wider Polaron Group taken as awhole): (a) make the Offer, its implementation or the acquisition or proposedacquisition by Cooper or any member of the Wider Cooper Group of any shares orother securities in, or control or management of, Polaron or any member of theWider Polaron Group void, illegal or unenforceable in any jurisdiction, orotherwise directly or indirectly restrain, prevent, prohibit, restrict or delaythe same or impose additional conditions or obligations with respect to theOffer or such acquisition, or otherwise impede, challenge or interfere with theOffer or such acquisition, or require amendment to the terms of the Offer or theacquisition or proposed acquisition of any Polaron Shares or the acquisition ofcontrol of Polaron or any member of the Wider Polaron Group by Cooper; (b) limit or delay the ability of any member of the Wider Cooper Groupor any member of the Wider Polaron Group to acquire or to hold or to exerciseeffectively, directly or indirectly, all or any rights of ownership in respectof shares or other securities in, or to exercise voting or management controlover, any member of the Wider Polaron Group or any member of the Wider CooperGroup; (c) require, prevent or delay the divestiture or alter the termsenvisaged for any proposed divestiture by any member of the Wider Cooper Groupof any shares or other securities in Polaron or any member of the Wider PolaronGroup; (d) require, prevent or delay the divestiture or alter the termsenvisaged for any proposed divestiture by any member of the Wider Cooper Groupor by any member of the Wider Polaron Group of all or any portion of theirrespective businesses, assets or properties or limit the ability of any of themto conduct any of their respective businesses or to own or control any of theirrespective assets or properties or any part thereof; (e) except pursuant to Part XIIIA of the Act, require any member ofthe Wider Cooper Group or of the Wider Polaron Group to subscribe for oracquire, or to offer to acquire, any shares or other securities (or theequivalent) in any member of either Group owned by any third party; (f) materially limit the ability of any member of the Wider CooperGroup or of the Wider Polaron Group to conduct or integrate or co-ordinate itsbusiness, or any part of it, with the businesses or any part of the businessesof any other member of the Wider Cooper Group or of the Wider Polaron Group; (g) result in any member of the Wider Cooper Group or the WiderPolaron Group ceasing to be able to carry on business under any name under whichit presently does so ; or (h) otherwise materially adversely affect the business, assets,profits, financial or trading position or prospects of any member of the WiderCooper Group or of the Wider Polaron Group, and all applicable waiting and other time periods during which any Third Partycould intervene under the laws of any relevant jurisdiction having expired,lapsed or been terminated; 1.1.4 all notifications and filings which are necessaryhaving been made, all appropriate waiting and other time periods (including anyextensions of such waiting and other time periods) under any applicablelegislation or regulation of any relevant jurisdiction having expired, lapsed orbeen terminated (as appropriate) and all statutory or regulatory obligations inany relevant jurisdiction having been complied with in each case in connectionwith the Offer or the acquisition or proposed acquisition of any shares or othersecurities in, or control of, Polaron or any other member of the Wider PolaronGroup by any member of the Wider Cooper Group or the carrying on by any memberof the Wider Polaron Group of its business; 1.1.5 all Authorisations which are necessary in anyrelevant jurisdiction for or in respect of the Offer or the acquisition orproposed acquisition of any shares or other securities in, or control of,Polaron or any other member of the Wider Polaron Group by any member of theWider Cooper Group or the carrying on by any member of the Wider Polaron Groupof its business having been obtained, provided that such Authorisations shallnot impose any conditions or require the taking or refraining from taking of anyaction by any member of the Wider Polaron Group or the Wider Cooper Group, fromall appropriate Third Parties or from any persons or bodies with whom any memberof the Wider Polaron Group has entered into contractual arrangements, in eachcase where the absence of such Authorisations would have a material adverseeffect on the Wider Polaron Group or the Wider Cooper Group in each case takenas a whole and all such Authorisations remaining in full force and effect andthere being no notice or intimation of any intention to revoke, suspend,restrict, modify or not to renew any of the same; 1.1.6 save as Disclosed there being no provision of anyarrangement, agreement, licence, permit, franchise or other instrument to whichany member of the Wider Polaron Group is a party, or by or to which any suchmember or any of its assets is or are or may be bound, entitled or subject orany circumstance which, in each case as a consequence of the Offer or theacquisition or proposed acquisition of any shares or other securities in, orcontrol of, Polaron or any other member of the Wider Polaron Group by any memberof the Wider Cooper Group or otherwise, could or might reasonably be expected toresult in (in each case to an extent which is material in the context of theWider Polaron Group take as a whole): (a) any material amount of monies borrowed by or any other materialindebtedness or liabilities (actual or contingent) of, or any material grantavailable to, any member of the Wider Polaron Group being or becoming repayableor capable of being declared repayable immediately or prior to its statedrepayment date or the ability of any member of the Wider Polaron Group to borrowmonies or incur any indebtedness being withdrawn or inhibited or becomingcapable of being withdrawn; (b) the creation or enforcement of any mortgage, charge or othersecurity interest over the whole or any material part of the business, property,assets or interests of any member of the Wider Polaron Group or any suchmortgage, charge or other security interest (wherever created, arising or havingarisen) becoming enforceable; (c) any such arrangement, agreement, licence, permit, franchise orinstrument, or the rights, liabilities, obligations or interests of any memberof the Wider Polaron Group thereunder, being or becoming capable of being,terminated or adversely modified or affected in any material respect or anyadverse action being taken or any onerous obligation or liability arisingthereunder; (d) any material asset or interest of any member of the Wider PolaronGroup, or any material asset the use of which is enjoyed by any member of theWider Polaron Group, ceasing to be available to any member of the Wider PolaronGroup or any right arising under which any such asset or interest could berequired to be disposed of or could cease to be available to any member of theWider Polaron Group otherwise than in the ordinary course of business; (e) any member of the Wider Polaron Group ceasing to be able to carryon business under any name under which it presently does so ; (f) the creation or assumption of liabilities (actual or contingent)by any member of the Wider Polaron Group which liability is material; (g) the financial or trading position or the prospects or the value ofany member of the Wider Polaron Group being prejudiced or adversely affected; or (h) any member of the Wider Polaron Group being required to acquire orrepay any shares in and/or material indebtedness of any member of the WiderPolaron Group owned by or owed to any third party; and, no event having occurred which, under any provision of any sucharrangement, agreement, licence, permit or other instrument, could result in anyof the events or circumstances which are referred to in paragraphs (a) to (h) ofthis condition 1.1.6; 1.1.7 since 30 June 2006 and except as Disclosed, nomember of the Wider Polaron Group having: (a) issued or agreed to issue, or authorised the issue of, additionalshares of any class, or securities convertible into or exchangeable for, orrights, warrants or options to subscribe for or acquire, any such shares orconvertible securities other than as between Polaron and wholly-ownedsubsidiaries of Polaron and other than any options granted as Disclosed toCooper prior to the date of this Announcement and any shares issued upon theexercise of any options granted under the Polaron Share Option Scheme; (b) purchased or redeemed or repaid or proposed the purchase,redemption or repayment of any of its own shares or other securities (or theequivalent) or reduced or made any other change to any part of its sharecapital; (c) recommended, declared, paid or made or proposed to recommend,declare, pay or make any bonus issue in respect of shares, dividend or otherdistribution whether payable in cash or otherwise (other than to Polaron or awholly-owned subsidiary of Polaron); (d) made or authorised or proposed or announced its intention topropose any change in its loan capital; (e) (other than any acquisition or disposal between Polaron and awholly-owned subsidiary of Polaron) merged with, demerged or acquired any bodycorporate, partnership or business or acquired or disposed of or (other than inthe ordinary course of business) transferred, mortgaged or charged or createdany security interest over any material assets or any right, title or interestin any material assets (including shares in any undertaking and tradeinvestments) or authorised, proposed or announced the same; (f) issued or authorised the issue of, or made any change in or to,any debentures or (other than transactions between any wholly-owned member ofthe Polaron Group and another such member) incurred or increased anyindebtedness or liability (actual or contingent) which in any case is materialin the context of the Polaron Group taken as a whole; (g) entered into, varied, authorised or announced its intention toenter into or vary any agreement, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise) which: (i) is of a long term, onerous or unusual nature ormagnitude or which is or could involve an obligation of such nature ormagnitude; (ii) could restrict the business of any member of theWider Cooper Group to an extent material in the context of the Cooper Grouptaken as a whole; (iii) could restrict the business of any member of the WiderPolaron Group; or (iv) is other than in the ordinary course of business, and which in case of (i), (iii) or (iv) is material in the context of thePolaron Group taken as a whole; (h) entered into, implemented, effected or authorised any merger,demerger, reconstruction, amalgamation, scheme, commitment or other transactionor arrangement in respect of itself or another member of the Wider Polaron Groupwhich in any case is material in the context of the Polaron Group taken as awhole; (i) entered into or varied the terms of, any contract, agreement orarrangement with any of the directors or senior executives of any member of theWider Polaron Group; (j) taken any corporate action or had any legal proceedingsinstituted or threatened against it or petition presented or order made for itswinding-up (voluntarily or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of all or any material part of its assets and revenues or anyanalogous proceedings in any jurisdiction or appointed any analogous person inany jurisdiction; (k) been unable, or admitted in writing that it is unable, to pay itsdebts or having stopped or suspended (or threatened to stop or suspend) paymentof its debts generally or ceased or threatened to cease carrying on all or asubstantial part of its business; (l) waived or compromised any claim which is material in the contextof the Polaron Group taken as a whole; (m) made any alteration to its memorandum or articles of association; (n) made or agreed or consented to any significant change to the termsof the trust deeds constituting the pension schemes established for itsdirectors, employees or their dependants or to the benefits which accrue, or tothe pensions which are payable, thereunder, or to the basis on whichqualification for, or accrual or entitlement to, such benefits or pensions arecalculated or determined or to the basis upon which the liabilities (includingpensions) of such pension schemes are funded or made, or agreed or consented toany change to the trustees including the appointment of a trust corporation; (o) proposed, agreed to provide or modified the terms of any shareoption scheme, incentive scheme or other benefit relating to the employment ortermination of employment of any person employed by the Wider Polaron Group in amanner which is material to the context of the Polaron Group; or (p) entered into any agreement, commitment or arrangement or passedany resolution or made any offer (which remains open for acceptance) or proposedor announced any intention with respect to any of the transactions, matters orevents referred to in this condition 1.1.7; 1.1.8 since 30 June 2006 and except as Disclosed: (a) there having been no adverse change or deterioration in thebusiness, assets, financial or trading positions or profit or prospects of anymember of the Wider Polaron Group which in any case is material in the contextof the Polaron Group taken as a whole; (b) no contingent or other liability of any member of the WiderPolaron Group having arisen or become apparent or increased which in any case ismaterial in the context of the Polaron Group taken as a whole; (c) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider Polaron Group is or may become aparty (whether as plaintiff, defendant or otherwise) having been threatened,announced, implemented or instituted by or against or remaining outstandingagainst or in respect of any member of the Wider Polaron Group which in any caseis material in the context of the Polaron Group taken as a whole; (d) no enquiry or investigation by, or complaint or reference to, anyThird Party having been threatened, announced, implemented, instituted by oragainst or remaining outstanding against or in respect of any member of theWider Polaron Group which in any case is material in the context of the PolaronGroup taken as a whole; and (e) no claim being made and no circumstance having arisen which mightlead to a claim being made under the insurance of any member of the WiderPolaron Group which is material in the context of the Polaron Group taken as awhole; 1.1.9 Cooper not having discovered: (a) that any financial or business or other information concerning theWider Polaron Group Disclosed, is misleading or contains any misrepresentationof fact or omits to state a fact necessary to make any information containedtherein not misleading and which was not subsequently corrected before the dateof this Announcement by fair disclosure either publicly or otherwise to Cooper,to an extent which in any case is material in the context of the Polaron Grouptaken as a whole; (b) that any member of the Wider Polaron Group is subject to anyliability (actual or contingent) which is not disclosed in Polaron's annualreport and accounts for the financial year ended 30 June 2006 and which in anycase is material in the context of the Polaron Group taken as a whole; or (c) any information which affects the import of any informationdisclosed at any time by or on behalf of any member of the Wider Polaron Groupto an extent which is material in the context of the Polaron Group taken as awhole; and 1.1.10 Cooper not having discovered: (a) that, save as Disclosed, any past or present member of the WiderPolaron Group has not complied with any applicable legislation or regulations ofany jurisdiction with regard to the use, treatment, handling, storage,transport, release, disposal, discharge, spillage, leak or emission of any wasteor hazardous substance or any substance likely to impair the environment or harmhuman health, or otherwise relating to environmental matters or the health andsafety of any person, or that there has otherwise been any such use, treatment,handling, storage, transport, release, disposal, discharge, spillage, leak oremission (whether or not this constituted a non-compliance by any person withany legislation or regulations and wherever the same may have taken place)which, in any case, would be likely to give rise to any liability (whetheractual or contingent) or cost on the part of any member of the Wider PolaronGroup which in any case is material in the context of the Polaron Group taken asa whole; (b) that, save as Disclosed, there is, or is likely to be, anyliability, whether actual or contingent, to make good, repair, reinstate orclean up any property now or previously owned, occupied or made use of by anypast or present member of the Wider Polaron Group or any controlled waters underany environmental legislation, regulation, notice, circular, order or otherlawful requirement of any relevant authority or Third Party or otherwise whichin any case is material in the context of the Polaron Group taken as a whole; or (c) that, save as Disclosed, circumstances exist whereby a person orclass of persons would be likely to have a claim in respect of any product orprocess of manufacture or materials used therein now or previously manufactured,sold or carried out by any past or present member of the Wider Polaron Groupwhich is material in the context of the Polaron Group. 1.2 For the purpose of these conditions: 1.2.1 "Third Party" means any central bank, government,government department or governmental, quasi-governmental, supranational,statutory, regulatory or investigative body, authority (including any nationalanti-trust or merger control authority), court, trade agency, associationinstitution or professional or environmental body or any other person or bodywhatsoever in any relevant jurisdiction; 1.2.2 a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten anyaction, proceeding, suit, investigation, enquiry or reference or made, proposedor enacted any statute, regulation, decision or order or taken any measures orother steps or required any action to be taken or information to be provided orotherwise having done anything and "intervene" shall be construed accordingly;and 1.2.3 "Authorisations" means authorisations, orders,grants, recognitions, determinations, certificates, confirmations, consents,licences, clearances, provisions and approvals. Subject to the requirements of the Takeover Panel, Cooper reserves the right towaive all or any of the above conditions, in whole or in part, except condition1.1.1. Conditions 1.1.2 to 1.1.10 (inclusive) must be fulfilled, be determined byCooper to be or remain satisfied or (if capable of waiver) be waived by midnighton the 21st day after the later of the first closing date of the Offer and thedate on which condition 1.1.1 is fulfilled (or in each case such later date asCooper may, with the consent of the Takeover Panel, decide), failing which theOffer will lapse. Cooper shall be under no obligation to waive (if capable ofwaiver), to determine to be or remain satisfied or to treat as fulfilled any ofconditions 1.1.2 to 1.1.10 (inclusive) by a date earlier than the latest datespecified above for the fulfilment of that condition. If the Takeover Panel requires Cooper to make an offer for Polaron Shares underthe provisions of Rule 9 of the Takeover Code, Cooper may make such alterationsto the conditions of the Offer, including to condition 1.1.1, as are necessaryto comply with the provisions of that Rule. The Offer will lapse (unless otherwise agreed by the Takeover Panel) if theacquisition of Polaron by Cooper is referred to the Competition Commissionbefore the later of 3.00p.m. on the first closing date of the Offer and the datewhen the Offer becomes or is declared unconditional as to acceptances. If the Offer lapses it will cease to be capable of further acceptance. PolaronShareholders who have accepted the Offer and Cooper shall then cease to be boundby acceptances delivered on or before the date on which the Offer lapses. 2. Certain further terms of the Offer The Polaron Shares will be acquired by Cooper fully paid up and free from allliens, equities, charges, encumbrances and other third party rights and/orinterests and together with all rights now or hereafter attaching thereto,including the right to receive and retain all dividends, interest and otherdistributions declared, made or payable on or after the date of thisAnnouncement. The Offer will be on the terms and will be subject, inter alia, to theconditions which are set out in paragraph 1 of this Appendix I and those termswhich will be set out in the formal Offer Document or the Form of Acceptance andsuch further terms as may be required to comply with the AIM Rules of the LondonStock Exchange and the provisions of the Takeover Code. The Offer and anyacceptances thereunder will be governed by English law. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. APPENDIX II Sources of information and bases of calculations 1. The value placed by the Offer on the entire issuedshare capital of Polaron is based on 15,643,106 Polaron Shares in issue on 19February 2007, the last business day prior to this announcement. 2. Unless otherwise stated: (i) the financial information relating to Polaron is extracted or derivedwithout material adjustment from the audited financial statements of Polaron forthe year ended 30 June 2006 and the unaudited interim results of Polaron for thesix months ended 31 December 2006; and (ii) the financial information relating to Cooper Industries, Ltd. for thefinancial year ended 31 December 2005 is extracted or derived without materialadjustment from the published audited consolidated accounts of CooperIndustries, Ltd. for that year. The unaudited results for the nine months ended30 September 2006 have been extracted or derived without material adjustmentfrom the Form 10-Q which was filed with the United States Securities andExchange Commission on 7 November 2006 and the unaudited results for the yearended 31 December 2006 have been extracted or derived without materialadjustment from the Form 8-K which was filed with the United States Securitiesand Exchange Commission on 25 January 2007. 3. The information relating to Cooper has been provided bythe Cooper Directors. 4. The Closing Prices of Polaron Shares are derived fromthe AIM Appendix to the Daily Official List of the London Stock Exchange. APPENDIX III Definitions The following definitions apply throughout this announcement unless the contextotherwise requires: Act or Companies Act: the Companies Act 1985 (as amended) save to the extent this Act is amended or repealed by the Companies Act 2006, references to the Act or the Companies Act (or parts thereof) in this announcement shall be deemed to be references to the relevant sections or parts of the Companies Act 2006, to the extent such sections or parts are in force;AIM: the market of that name operated by the London Stock Exchange;AIM Rules: the rules of AIM governing admission to and the operation of AIM for AIM companies and their nominated advisers as published by the London Stock Exchange from time to time;Arbuthnot Securities: Arbuthnot Securities Limited, financial adviser to Polaron;associate: shall be construed in accordance with sections 430E(4)(a) to (d) (inclusive) of the Companies Act;Board or Boards: the boards of Cooper and/or Polaron as the context requires;business day: a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the City of London;Closing Price: the closing middle market quotation of a Polaron Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;Cooper: Cooper Controls (U.K.) Limited;Cooper Board or Cooper Directors or the board of directors of Cooper;Board of Cooper:Cooper Group: Cooper and its subsidiary undertakings, associated undertakings and any other undertaking in which Cooper and/or such undertakings (aggregating their interests) have a substantial interest;Corporate Synergy: Corporate Synergy Plc, financial adviser to Cooper;Disclosed: means (i) as publicly announced by Polaron (by the delivery of an announcement to an authorised regulatory information service prior to the date of this announcement; (ii) as disclosed in this document or (iii) as otherwise disclosed in writing, or in the documentation or written information provided to Cooper or its agents or advisers on behalf of Polaron in the context of the Offer prior to the date of this announcement; First Closing Date: 21 days after the date of the posting of the Offer Document (or such other date as Cooper may, subject to the provisions of the Takeover Code, decide);Form of Acceptance: the form of acceptance and authority for use in connection with the Offer to be despatched to Polaron Shareholders with the Offer Document;FSMA: the Financial Services and Markets Act 2000;London Stock Exchange: London Stock Exchange plc;Offer: the recommended cash offer to be made by Corporate Synergy on behalf of Cooper to acquire all of the issued and to be issued Polaron Shares not already owned (or contracted to be acquired) by Cooper or its associates on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance (including where the context to requires, any subsequent revision, variation, extension or renewal of such offer);Offer Document: the document to be posted to Polaron Shareholders containing the formal terms and conditions of the Offer;Offer Period: the period commencing on 5 September 2006, being the date of the announcement by Polaron that it was examining a number of strategic options which could include a sale of the Company and that it was in preliminary discussions with a number of parties which might or might not lead to an offer being made for the Company, and ending on the latest of the First Closing Date or the lapsing of the Offer or the time at which the Offer becomes unconditional;Offer Price: 95 pence per Polaron Share;pence or £: the lawful currency of the United Kingdom;Polaron Board or Polaron Directors the board of directors of Polaron;or Board of Polaron:Polaron or Company: Polaron plc;Polaron Group: Polaron and its subsidiary undertakings, and, where the context permits, each of them;Polaron Share Option Holders: holders of options under the Polaron Share Option Scheme;Polaron Share Options: options granted under the Polaron Share Option Scheme;Polaron Share Option Scheme: the Polaron Group Enterprise Incentive Option Scheme;Polaron Shareholders: holders of Polaron Shares;Polaron Shares: includes the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Polaron and any further ordinary shares of 10 pence each in the capital of Polaron which are unconditionally allotted or issued before the date on which the Offer closes or before such earlier date as Cooper (subject to the Takeover Code) may determine not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances;Restricted Jurisdiction: any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information is sent or made available to Polaron Shareholders in that jurisdiction;subsidiary; subsidiary undertaking; have the meanings given by the Companies Act 1985, other than paragraphundertaking; associated 20(1)(b) of Schedule 4A to that Act which shall be excluded for thisundertaking; and substantial purpose and substantial interest means a direct or indirect interest ininterest: 20 per cent or more of the equity share capital (as defined in that Act) of any undertaking;Takeover Code, City Code or Code: the City Code on Takeovers and Mergers;Takeover Panel or Panel: the Panel on Takeovers and Mergers;UK or United Kingdom: the United Kingdom of Great Britain and Northern Ireland;US$ or $ the lawful currency of the United States of America;Wider Cooper Group: the Cooper Group, the shareholders of Cooper, and any holding company or holding companies of such shareholders, their subsidiary undertakings, associated undertakings and any other undertaking in which such shareholders, any holding company or holding companies of such shareholders and/or such undertakings (aggregating their interests) have a substantial interest and any subsidiary undertakings or associated undertaking; andWider Polaron Group: Polaron and its subsidiary undertakings, associated undertakings and any other undertaking or partnership or company in which Polaron and/or such undertakings (aggregating their interests) have a substantial interest and any subsidiary undertakings or associated undertakings or undertaking. All references to legislation in this document are to English legislation unlessthe contrary is indicated. Any reference to any provision of any legislationshall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and wordsimporting the masculine gender shall include the feminine or neutral gender. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
POL.L