30th Aug 2006 07:36
Eurotech S.p.A30 August 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM AUSTRALIA, CANADA OR JAPAN PRESS ANNOUNCEMENT 30 August 2006 360 PENCE CASH OFFER (THE "CASH OFFER") FOR RADSTONE TECHNOLOGY PLC ("RADSTONE" OR THE "COMPANY") BY E-TECH UK LIMITED ("E-TECH") (A WHOLLY OWNED SUBSIDIARY OF EUROTECH S.p.A.("EUROTECH")) Summary On 18 August 2006, in response to a rise in Radstone's share price, Eurotechannounced that it had made two approaches to the Board of Radstone with a viewto commencing discussions in relation to making a possible cash offer for theentire issued and to be issued share capital of Radstone. These approaches weremade in writing on 1 August 2006 and 11 August 2006 respectively. Eurotech's approach to the Board of Radstone on 11 August 2006 proposed a cashoffer for Radstone of not less than 350 pence per share subject, inter alia, toa recommendation by the Board of Radstone and to Eurotech being able to carryout limited due diligence. The Board of Radstone indicated that it would notengage in discussions on the basis of this approach even though the proposedminimum price represented a premium of approximately 37 per cent. to the ClosingPrice of 255.25 pence on the previous Business Day. Following discussions with a number of Radstone's major shareholders, a furtherapproach was made yesterday to Radstone and its advisers indicating thatEurotech would be prepared to offer 360 pence in cash per Radstone Share subjectonly to a recommendation by the Board of Radstone. The Board of Radstone has notyet formally responded to this increased cash proposal. The Board of Eurotech believes that 360 pence represents a very attractive cashoffer price and a number of Radstone Shareholders have indicated to Eurotechthat they would support a cash offer at this level. Eurotech has receivedirrevocable undertakings to accept the Cash Offer from Radstone Shareholdersrepresenting in aggregate 3,974,930 Radstone Shares and approximately 13.1 percent. of Radstone's entire issued share capital. In light of this, Eurotech announces the terms of a cash offer for Radstone of360 pence per Radstone Share. The Cash Offer will be for the entire issued andto be issued ordinary share capital of Radstone. In summary: - the Offer Price is 360 pence in cash for each Radstone Share; - the Cash Offer values the entire issued share capital of Radstone at approximately £109.2 million; - the Cash Offer provides an opportunity for Radstone Shareholders to realise value at an attractive price in a relatively illiquid investment, and represents: (i) a premium of approximately 33 per cent. to the Closing Price of 270.0 pence per Radstone Share on 17 August 2006, being the last Business Day prior to the announcement by Eurotech that it had made two approaches to the Board of Radstone; (ii) a premium of approximately 41 per cent. to the Closing Price of 255.25 pence per Radstone Share on 10 August 2006, being the last Business Day prior to Eurotech's letter to the Board of Radstone of 11 August 2006; (iii) an enterprise value multiple of 14.7x Radstone's reported earnings before interest, tax, depreciation and amortisation (EBITDA) for the year ended 31 March 2006; and (iv) a multiple of 24.5x Radstone's adjusted earnings per share for the year ended 31 March 2006; - Eurotech has received irrevocable undertakings to accept the Cash Offer from Radstone Shareholders representing in aggregate 3,974,930 Radstone Shares and approximately 13.1 per cent. of Radstone's entire issued share capital (further details of which are set out below); and - the formal documentation relating to the Cash Offer is expected to be despatched to Radstone Shareholders shortly. In addition, Radstone Shareholders will be entitled to receive and retain theproposed Final Dividend of 3.15 pence per Radstone Share for the year ended 31March 2006. Hawkpoint is financial adviser to Eurotech and E-tech, which each also receivestrategic advice from Mediobanca. Panmure Gordon is broker to Eurotech andE-tech. Commenting on the Cash Offer, Roberto Siagri, President of Eurotech, said: "We believe that this offer represents excellent value for Radstone Shareholdersand a unique opportunity to accelerate the Company's progress to the next stageof its development. Eurotech is able to bring to Radstone an excellent record ofintegrating acquisitions, greater scale, improving the prospects of securinglarger contracts, and a commitment to enhance competitiveness through greaterinvestment. We believe that the combination of Eurotech and Radstone will be agreat opportunity for Radstone's employees and customers." This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. Appendix I sets out the conditions andprincipal further terms of the Cash Offer. Appendix II contains source notesrelating to certain information contained in this announcement. Certain termsused in this announcement are defined in Appendix III to this announcement. 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 There will be a conference call for media today at 8.30 a.m. To join the call dial020 8996 3950 and enter pass code 983539. A separate call for analysts will be held later in the morning and invitationswill be issued shortly. Terms used in this summary shall have the meaning given to them in the fullannouncement. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Eurotech and E-tech and noone else in connection with the Cash Offer and will not be responsible to anyoneother than Eurotech or E-tech for providing the protections afforded to itscustomers or for providing advice in relation to the Cash Offer or in relation tothe contents of this announcement or any transaction or arrangement referred toherein. Panmure Gordon, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Eurotech and E-tech and noone else in connection with the Cash Offer and will not be responsible to anyoneother than Eurotech or E-tech for providing the protections afforded to itscustomers or for providing advice in relation to the Cash Offer or in relation tothe contents of this announcement or any transaction or arrangement referred toherein. This announcement is not intended to and does not constitute, or form any part of,a Cash Offer or an invitation to purchase any securities or the solicitation ofany vote or approval in any jurisdiction pursuant to the Cash Offer or otherwise.The Cash Offer will be made solely through the Offer Document and the Form ofAcceptance, which will together contain the full terms and conditions of the CashOffer, including details of how to accept the Cash Offer. Any acceptance or otherresponse to the Cash Offer should be made only on the basis of the informationcontained in the Offer Document and the Form of Acceptance. The laws of relevantjurisdictions may affect the availability of the Cash Offer to persons notresident in the United Kingdom. Persons who are not resident in the UnitedKingdom, or who are subject to the laws of any jurisdiction other than the UnitedKingdom, should inform themselves about and observe any applicable legal andregulatory requirements. The Offer Document will be available for publicinspection and will also be posted on Eurotech's website. The Cash Offer will be for the securities of a corporation organised under thelaws of England and will be subject to the procedure and disclosure requirementsof England, which are different from those of the United States. The financialinformation relating to Radstone included in this announcement and the OfferDocument has not been, and will not be, prepared in accordance with generallyaccepted accounting principles in the United States ("US GAAP") and thus may notbe comparable to financial information of US companies or companies whosefinancial statements are prepared in accordance with US GAAP. The settlementprocedure with respect to the Cash Offer will be consistent with UK practice,which differs from US domestic tender offer procedures in certain materialrespects, particularly with regard to the date of payment. Also Eurotech or E-techmay purchase Radstone Shares otherwise than under the Cash Offer, such as inopen-market or privately negotiated purchases. The Cash Offer will not be made, directly or indirectly, in, into or fromAustralia, Canada or Japan or any other jurisdiction if to do so would constitutea violation of the relevant laws of such jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise distributed orsent in or into or from Australia, Canada or Japan and persons receiving thisannouncement (including without limitation custodians, nominees and trustees) mustnot distribute or send it in, or into or from Australia, Canada or Japan. This announcement, including information included or incorporated by reference inthis announcement, may contain "forward-looking statements" concerning the CashOffer, Eurotech, E-tech and Radstone. Generally, the words "will", "may","should", "could", "would", "can", "continue", "opportunity", "believes","expects", "intends", "anticipates", "estimates" or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks and uncertaintiesrelate to factors that are beyond the companies' abilities to control or estimateprecisely, such as future market conditions and the behaviours of other marketparticipants, and therefore undue reliance should not be placed on suchstatements. Neither Eurotech nor E-tech assumes any obligation in respect of, norintends to update these forward-looking statements, except as required pursuant toapplicable law. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the'City Code'), if any person is, or becomes, 'interested' (directly or indirectly)in one per cent. or more of any class of 'relevant securities' of Radstone, all'dealings' in any 'relevant securities' of Radstone (including by means of anoption in respect of, or a derivative referenced to, any such 'relevantsecurities') must be publicly disclosed by no later than 3.30 p.m. (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn or onwhich the 'offer period' otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, to acquirean 'interest' in 'relevant securities' of Radstone they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provision of Rule 8.1 of the City Code, all 'dealings' in 'relevantsecurities' of Radstone by Eurotech or Radstone or by any of their respective'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon 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, and the number of such securities in issue, can befound on the Panel's website at www.thetakeoverpanel.org.uk---------------------------------------------------------------------------------- Terms in quotation marks are defined in the City Code, which can also be found onthe Panel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. 'Interests in securities' arise, in summary, when a person has long economicexposure, 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 theownership or control of securities, or by virtue of any option in respect of, orderivative reference to, securities. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM AUSTRALIA, CANADA OR JAPAN PRESS ANNOUNCEMENT EMBARGOED UNTIL 7.45AM 30 August 2006 360 PENCE CASH OFFER (THE "CASH OFFER") FOR RADSTONE TECHNOLOGY PLC ("RADSTONE" OR THE "COMPANY") BY E-TECH UK LIMITED ("E-TECH") (A WHOLLY OWNED SUBSIDIARY OF EUROTECH S.p.A.("EUROTECH")) 1. Introduction The Board of Eurotech announces the terms of a cash offer for Radstone. The CashOffer will be for the entire issued and to be issued ordinary share capital ofRadstone. On 18 August 2006, in response to a rise in Radstone's share price, Eurotechannounced that it had made two approaches to the Board of Radstone with a viewto commencing discussions in relation to making a possible cash offer forRadstone. These approaches were made in writing on 1 August 2006 and 11 August2006 respectively. Eurotech's approach to the Board of Radstone on 11 August 2006 proposed a cashoffer for Radstone of not less than 350 pence per share subject, inter alia, toa recommendation by the Board of Radstone and to Eurotech being able to carryout limited due diligence. The Board of Radstone indicated that it would notengage in discussions on the basis of this approach even though the proposedminimum price represented a premium of approximately 37 per cent. to the ClosingPrice of 255.25 pence on the previous Business Day. Following discussions with a number of Radstone's major shareholders, a furtherapproach was made yesterday to Radstone and its advisers indicating thatEurotech would be prepared to offer 360 pence in cash per Radstone Share subjectonly to a recommendation by the Board of Radstone. The Board of Radstone has notyet formally responded to this increased cash proposal. The Board of Eurotech believes that 360 pence represents a very attractive cashoffer and a number of Radstone Shareholders have indicated to Eurotech that theywould support a cash offer at this level. Eurotech has received irrevocableundertakings to accept the Cash Offer from Radstone Shareholders representing inaggregate 3,974,930 Radstone Shares and approximately 13.1 per cent. ofRadstone's entire issued share capital. The Cash Offer will be for the entire issued and to be issued ordinary sharecapital of Radstone. 2. Summary of the Cash Offer Under the Cash Offer, which will be subject to the terms and conditions set outbelow and in Appendix I to this announcement and to be set out in the OfferDocument and the Form of Acceptance, Radstone Shareholders will receive: 360 pence in cash for each Radstone Share The Cash Offer values the entire issued share capital of Radstone atapproximately £109.2 million. In addition, Radstone Shareholders will be entitled to receive and retain theproposed Final Dividend of 3.15 pence per Radstone Share for the year ended 31March 2006. The amount Radstone Shareholders will receive under the Cash Offer represents: - a premium of approximately 33 per cent. to the Closing Price of 270.0 pence per Radstone Share on 17 August 2006, being the last Business Day prior to the announcement by Eurotech that it had made two approaches to the Board of Radstone; - a premium of approximately 41 per cent. to the Closing Price of 255.25 pence per Radstone Share on 10 August 2006, being the last Business Day prior to Eurotech's letter to the Board of Radstone of 11 August 2006; - an enterprise value multiple of 14.7x Radstone's reported earnings before interest, tax, depreciation and amortisation (EBITDA) for the year ended 31 March 2006; and - a multiple of 24.5x Radstone's adjusted earnings per share for the year ended 31 March 2006. Radstone Shares will be acquired fully paid and free from all liens, charges,equitable interests, encumbrances, rights of pre-emption and other third partyrights or interests together with all rights attaching thereto, includingwithout limitation the right to receive all dividends and other distributions(if any) announced, declared, made or paid thereafter (save for the FinalDividend). 3. Irrevocable undertakings Eurotech has received irrevocable undertakings from a number of Radstone's majorshareholders to accept the Cash Offer in respect of a total of 3,974,930Radstone Shares representing, in aggregate, approximately 13.1 per cent. ofRadstone's entire issued share capital, as follows: (i) Morley Fund Management Limited has undertaken, in its capacity as discretionary fund manager, to accept, or procure the acceptance of, the Cash Offer by no later than 3.00 p.m. on the first closing date of the Cash Offer in respect of 2,485,969 Radstone Shares, representing approximately 8.2 per cent. of the entire issued share capital of Radstone. Its obligations under this undertaking will cease to be binding if: (i) the Cash Offer lapses or is withdrawn; (ii) if a competing offer is made where the value of the consideration offered for each Radstone Share is at least 10 per cent. greater than the Offer Price or (iii) if there is a material change in the information relating to the Cash Offer; and (ii) Gartmore Investment Limited has undertaken, in its capacity as discretionary fund manager, to accept, or procure the acceptance of, the Cash Offer by no later than 3.00 p.m. on the tenth business day following posting of the Offer Document in respect of 1,488,961 Radstone Shares, representing approximately 4.9 per cent. of the entire issued share capital of Radstone. Its obligations under this undertaking will cease to be binding if: (i) the Cash Offer lapses or is withdrawn; or (ii) if a competing offer is made where the value of the consideration offered for each Radstone Share is at least 396 pence and E-tech does not announce an offer of equal or higher value within seven days of the announcement of such higher competing offer. 4. Background to and reasons for the Cash Offer Eurotech has grown rapidly and is now an important player in the research,development, production and sale of both miniaturised PCs and high-performancePCs for use in industrial, defence, transportation and medical applications.Eurotech's Board believes that Eurotech's products and technology arecomplementary to Radstone's. The acquisition of Radstone would provide Eurotechwith a complementary business and opportunities for cross-selling each company'sproducts to their respective customers. The combination of Radstone with Eurotech should enable the enlarged business toprovide a broader range of products to customers. This broader product portfolioand increased global presence and size should strengthen the combined businessand enhance its competitive position. Eurotech's experience in developing and marketing innovative new products, itsrecord of successfully integrating acquisitions, the greater scale of theenlarged business improving the prospects of securing larger contracts, and acommitment to investment in research and development should enable the combinedbusiness to grow more rapidly in the global markets in which Eurotech andRadstone operate. 5. Information on E-tech and Eurotech E-tech, a wholly owned UK based subsidiary of Eurotech, is a newly incorporatedcompany set up for the purpose of acquiring Radstone and has not traded sinceincorporation. Eurotech designs and develops innovative high performance, low power embeddedcomputing systems. With operations in Europe, North America and Asia, theGroup's products are used in industrial, defence, transportation and medicalapplications. Eurotech's miniaturised computer business designs and manufactures products tothe miniaturisation requirements of its customers. The products range fromcompact stationary PCs to embedded, ruggedised mobile computers, designed tooperate in harsh environments. Eurotech's high performance computing businessdevelops high performance computers using proprietary and standard high-speedinterconnection technologies to link numerous miniaturised processing modules.Eurotech recently extended its product range with a focus on embedded-PCs thatoperate on standard platform solutions. In the year ended 31 December 2005, Eurotech generated revenues of approximately€29.9 million, an increase of approximately 79 per cent. on 2004 revenues, andearnings before interest, tax, depreciation and amortisation (EBITDA) ofapproximately €3.3 million. As at 31 December 2005, Eurotech had 158 employeesworking in its offices in Italy, France, Finland, China and the US. On 1 April 2006, Eurotech acquired Arcom Control Systems Limited and ArcomControl Systems Inc. from Spectris plc. Following this acquisition, the Eurotechgroup had 259 employees and a combined pro forma 2005 turnover of approximately€53 million. Eurotech listed on the Italian stock exchange, organised and regulated by theBorsa Italiana S.p.A., on 30 November 2005. On 1 August 2006, Eurotech completeda €109 million equity fundraising. As at close of business on 29 August 2006,Eurotech had a market capitalisation of approximately €350 million. 6. Information on Radstone Radstone is a technology company dedicated to supporting the needs of systemsintegrators. The Radstone Group has two core businesses: - Embedded Computing Business - which operates internationally and trades under the names 'Radstone Technology', 'ICS', 'Octec', and 'Daqscribe Technology'. It specialises in the computing subsystem needs of the defence community and, in particular, in the design of subsystems adapted to survive the most extreme stresses of the tactical military environment. - Electronic Manufacturing Services Business (EMS) - which trades under the name 'Foundation Technology', serving the Embedded Computing business, as well as a growing list of mainly UK-based external customers. Its focus is on the needs of original equipment manufacturers who seek to outsource the manufacture of small to medium size batches of complex electronic products, frequently on short lead times. In the year ended 31 March 2006, Radstone generated revenues of approximately£54.9 million, adjusted profit before taxation of approximately £5.6 million andadjusted earnings per share of approximately 14.7 pence. 7. Financing for the Cash Offer The consideration payable under the Cash Offer will be funded using Eurotech'sexisting cash resources and bank debt. Hawkpoint is satisfied that the necessaryfinancial resources are available to E-tech to enable it to satisfy in full theconsideration payable by E-tech under the terms of the Cash Offer. 8. Management and employees The Board of Eurotech attaches great importance to the skills and experience ofthe management and employees of Radstone and intends that they should play a keyrole in the development of the enlarged business. Accordingly, it is Eurotech'scurrent intention to continue to base Radstone's operations at its currentfacilities and, as far as possible, to retain the existing operating structureand employee base in all material aspects. Following the Cash Offer becoming or being declared unconditional in allrespects, the existing employment rights of the management and employees of theRadstone Group will be fully safeguarded. Subject to satisfactory confirmation of the future funding arrangements whichEurotech understands have been agreed between Radstone and the trustees of itsdefined pension schemes, it is Eurotech's intention that such arrangementsshould continue unaffected by the Cash Offer. 9. Radstone Option Plans The Cash Offer will extend to any Radstone Shares unconditionally allotted orissued before the date on which the Cash Offer closes (or such earlier date ordates as Eurotech may, subject to the City Code, decide) as a result of theexercise of options granted under any of the Radstone Option Plans. To theextent Radstone options are not exercised, it is intended that, in due course,appropriate proposals will be made to participants in the Radstone Option Plans,subject to the Cash Offer becoming or being declared unconditional in allrespects. 10. Disclosure of interests in Radstone None of Eurotech, the directors of Eurotech, E-tech, the directors of E-tech or,so far as Eurotech is aware, any party acting in concert with Eurotech orE-tech, has an interest in, or has any right to subscribe for, any relevantsecurities of Radstone, nor are they party to any short positions (whetherconditional or absolute and whether in the money or otherwise) relating torelevant securities of Radstone, including short positions under derivatives,agreements to sell or any delivery obligations or rights to require anotherperson to take delivery. None of Eurotech, the directors of Eurotech, E-tech, the directors of E-tech or,so far as Eurotech is aware, any person acting in concert with Eurotech orE-tech, has borrowed or lent any relevant securities of Radstone. 11. Compulsory acquisition, de-listing and re-registration If Eurotech receives acceptances of the Cash Offer in respect of, and/orotherwise acquires, 90 per cent. or more of the Radstone Shares to which theCash Offer relates (and in the case where the Radstone Shares to which the CashOffer relates are voting shares, not less than 90 per cent. of the voting rightscarried by those Radstone Shares) and assuming all other conditions of the CashOffer have been satisfied or waived (if they are capable of being waived),Eurotech intends to exercise its rights pursuant to the provisions of Schedule 2to the Takeovers Directive (Interim Implementation) Regulations 2006 to acquirethe remaining Radstone Shares to which the Cash Offer relates on the same termsas the Cash Offer. Assuming the Cash Offer becomes or is declared unconditional in all respects andsubject to any applicable requirements of the Financial Services Authority,Eurotech intends to procure the making of applications by Radstone to theFinancial Services Authority for the cancellation of the listing of the RadstoneShares on the Official List and to the London Stock Exchange for thecancellation of admission to trading of Radstone Shares on its market for listedsecurities. If this de-listing and cancellation occurs, it will significantlyreduce the liquidity and marketability of any Radstone Shares not assented tothe Cash Offer. It is anticipated that the de-listing and cancellation ofadmission to trading will take effect no earlier than the expiry of 20 BusinessDays after the Cash Offer becomes or is declared unconditional in all respects. It is also proposed that following the Cash Offer becoming or being declaredunconditional in all respects and after the cancellation of the listing of theRadstone Shares on the Official List and the cancellation of admission totrading of Radstone Shares on the London Stock Exchange's market for listedsecurities, Radstone will be re-registered as a private company under therelevant provisions of the Companies Act. 12. Other The availability of the Cash Offer to persons not resident in the UK may beaffected by the laws of the relevant jurisdiction. Any persons who are subjectto the laws of any jurisdiction other than the UK should inform themselves aboutand observe any applicable requirements. The Cash Offer will be governed by English law and will be subject to thejurisdiction of the English courts. The Cash Offer will be subject to theapplicable requirements of the City Code, the Panel, the London Stock Exchangeand the UK Listing Authority. Appendix I sets out the conditions and principal further terms of the CashOffer. Appendix II contains source notes relating to certain informationcontained in this announcement. Certain terms used in this announcement aredefined in Appendix III to this announcement. The Cash Offer will be subject to the Conditions and to the full terms andconditions to be set out in the Offer Document and Form of Acceptance. 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(brokers 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 There will be a conference call for media today at 8.30 a.m. To join the calldial 020 8996 3950 and enter pass code 983539. A separate call for analysts will be held later in the morning and invitationswill be issued shortly. Hawkpoint, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Eurotech and E-tech and no one elsein connection with the Cash Offer and will not be responsible to anyone other thanEurotech or E-tech for providing the protections afforded to its customers or forproviding advice in relation to the Cash Offer or in relation to the contents ofthis announcement or any transaction or arrangement referred 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 and noone else in connection with the Cash Offer and will not be responsible to anyoneother than Eurotech or E-tech for providing the protections afforded to itscustomers or for providing advice in relation to the Cash Offer or in relation tothe contents of this announcement or any transaction or arrangement referred toherein. This announcement is not intended to and does not constitute, or form any part of,an offer or an invitation to purchase any securities or the solicitation of anyvote or approval in any jurisdiction pursuant to the Cash Offer or otherwise. TheCash Offer will be made solely through the Offer Document and the Form ofAcceptance, which will together contain the full terms and conditions of the CashOffer, including details of how to accept the Cash Offer. Any acceptance or otherresponse to the Cash Offer should be made only on the basis of the informationcontained in the Offer Document and the Form of Acceptance. The laws of relevantjurisdictions may affect the availability of the Cash Offer to persons not residentin the United Kingdom. Persons who are not resident in the United Kingdom, or whoare subject to the laws of any jurisdiction other than the United Kingdom, shouldinform themselves about and observe any applicable legal and regulatoryrequirements. The Offer Document will be available for public inspection and willalso be posted on Eurotech's website. The Cash Offer will be for the securities of a corporation organised under the lawsof England and will be subject to the procedure and disclosure requirements ofEngland, which are different from those of the United States. The financialinformation relating to Radstone included in this announcement and the OfferDocument has not been, and will not be, prepared in accordance with generallyaccepted accounting principles in the United States ("US GAAP") and thus may not becomparable to financial information of US companies or companies whose financialstatements are prepared in accordance with US GAAP. The settlement procedure withrespect to the Cash Offer will be consistent with UK practice, which differs fromUS domestic tender offer procedures in certain material respects, particularly withregard to the date of payment. Also, Eurotech or E-tech may purchase RadstoneShares otherwise than under the Cash Offer, such as in open-market or privatelynegotiated purchases. The Cash Offer will not be made, directly or indirectly, in, into or fromAustralia, Canada or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise distributed orsent in or into or from Australia, Canada or Japan and persons receiving thisannouncement (including without limitation custodians, nominees and trustees) mustnot distribute or send it in, or into or from Australia, Canada or Japan. This announcement, including information included or incorporated by reference inthis announcement, may contain "forward-looking statements" concerning the offer,Eurotech, E-tech and Radstone. Generally, the words "will", "may", "should","could", "would", "can", "continue", "opportunity", "believes", "expects","intends", "anticipates", "estimates" or similar expressions identifyforward-looking statements. The forward-looking statements involve risks anduncertainties that could cause actual results to differ materially from thoseexpressed in the forward-looking statements. Many of these risks and uncertaintiesrelate to factors that are beyond the companies' abilities to control or estimateprecisely, such as future market conditions and the behaviours of other marketparticipants, and therefore undue reliance should not be placed on such statements.Neither Eurotech nor E-tech assumes any obligation in respect of, nor intends toupdate these forward-looking statements, except as required pursuant to applicablelaw. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the'City Code'), if any person is, or becomes, 'interested' (directly or indirectly)in one per cent. or more of any class of 'relevant securities' of Radstone, all'dealings' in any 'relevant securities' of Radstone (including by means of anoption in respect of, or a derivative referenced to, any such 'relevantsecurities') must be publicly disclosed by no later than 3.30 p.m. (London time) onthe London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn or onwhich the 'offer period' otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, to acquirean 'interest' in 'relevant securities' of Radstone they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provision of Rule 8.1 of the City Code, all 'dealings' in 'relevantsecurities' of Radstone by Eurotech or Radstone or by any of their respective'associates', must be disclosed by no later than 12.00 noon (London time) on theLondon 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, and the number of such securities in issue, can befound on the Panel's website at www.thetakeoverpanel.org.uk.----------------------------------------------------------------------------------- 'Interests in securities' arise, in summary, when a person has long economicexposure, 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 theownership or control of securities, or by virtue of any option in respect of, orderivative reference to, securities. Terms in quotation marks are defined in the City Code, which can also be found onthe Panel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. APPENDIX I CONDITIONS TO AND PRINCIPAL FURTHER TERMS OF THE CASH OFFER The Cash Offer, which will be made by E-tech, will comply with the rules andregulations of the Financial Services Authority and the London Stock Exchangeand the City Code and will be subject to the jurisdiction of the courts ofEngland and to the terms and conditions set out below, in the Offer Document andin the Form of Acceptance. Part A: Conditions of the Cash Offer The Cash Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the first closing date of the Cash Offer (or such later time(s) and/or date(s) as Eurotech may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lower percentage as Eurotech may decide) in nominal value of Radstone Shares to which the Cash Offer relates, and, where the Radstone Shares to which the Cash Offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those Radstone Shares, provided that this condition shall not be satisfied unless Eurotech and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the Cash Offer or otherwise, Radstone Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Radstone, including, for this purpose, to the extent required by the Panel, any voting rights attaching to (or which, if issued, would attach to) Radstone Shares which are unconditionally allotted or issued before the Cash Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise; and provided further that this condition shall be capable of being satisfied only at a time when all other conditions have been satisfied or waived. For the purposes of this condition: (i) shares which have been unconditionally allotted but not issued before the Cash Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry on being entered into the register of members of Radstone; and (ii) the expression "Radstone Shares to which the Cash Offer relates" shall be construed in accordance with Schedule 2 to Takeovers Directive (Interim Implementation) Regulations 2006; (b) the Office of Fair Trading in the United Kingdom having decided, in terms reasonably satisfactory to Eurotech, that it will not refer the proposed acquisition of Radstone by Eurotech or any matters arising therefrom or related thereto to the Competition Commission; (c) the Secretary of State for Trade and Industry not having indicated that he intends to issue an intervention notice or a special intervention notice under Sections 42 or 59 (respectively) of the Enterprise Act 2002 in respect of the Cash Offer or any matter arising therefrom or, following the issuance an intervention notice or a special intervention notice under Sections 42 or 59 (respectively) of the Enterprise Act 2002 in respect of the Cash Offer or any matter arising therefrom, the Secretary of State for Trade and Industry not having referred the Cash Offer or any aspect thereof to the Competition Commission under Sections 45 or 62 (respectively) of the Enterprise Act 2002; (d) in the event that the Cash Offer is reviewable by the European Commission under Council Regulation (EEC) 139/2004 (the "Regulation") pursuant to a request under Article 22 thereof: (i) the European Commission indicating, in terms satisfactory to Eurotech, that it does not intend to initiate proceedings under Article 6(1)(c) of the Regulation in respect of the proposed acquisition of Radstone by Eurotech; (ii) in the event that a request under Article 9(2) of the Regulation has been made by a European Union or EFTA state, the European Commission indicating, in terms satisfactory to Eurotech, that it does not intend to refer the proposed acquisition of Radstone by Eurotech or any aspect of such proposed acquisition, to a competent authority of a European Union or EFTA state in accordance with Article 9(3) of the Regulation; and (iii) no indication having been made that a European Union or EFTA state may take appropriate measures to protect legitimate interests pursuant to Article 21(3) of the Regulation in relation to the proposed acquisition of Radstone by Eurotech or any aspect of such acquisition; (e) any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or having been terminated; (f) all authorisations, orders, recognition, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate for or in respect of the Cash Offer and the proposed acquisition of any shares in, or control of, Radstone by Eurotech from the UK Ministry of Defence, the US Department of Defence and the US Department of State having been obtained in a form satisfactory to Eurotech and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals remaining in full force and effect and there being no notice or intimation of any intention to revoke any of the same at the time at which the Cash Offer becomes otherwise unconditional; (g) the Committee on Foreign Investment in the United States having cleared the proposed acquisition of Radstone by Eurotech under the Exon-Florio Amendment to the US Defence Production Act of 1950 without the imposition of any condition that would have a material adverse effect on the business of Radstone or Eurotech; (h) there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the wider Radstone Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Cash Offer or the proposed acquisition of any shares or other securities in Radstone or because of a change in the control or management of Radstone or otherwise, could or might result in: (i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited; (ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken thereunder; (iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged; (iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member; (v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected; (vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected; (vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or (viii) the creation of any liability, actual or contingent, by any such member, and no event having occurred which, under any provision of any agreement,arrangement, licence, permit or other instrument to which any member of thewider Radstone Group is a party or by or to which any such member or any of itsassets may be bound, entitled or subject, could result in any of the events orcircumstances as are referred to in sub-paragraphs (i) to (viii) of thisparagraph (h); (i) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might be expected to: (i) require, prevent or delay the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the wider Eurotech Group or any member of the wider Radstone Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof; (ii) require, prevent or delay the divestiture by any member of the wider Eurotech Group of any shares or other securities in Radstone; (iii) impose any limitation on, or result in a delay in, the ability of any member of the wider Eurotech Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the wider Radstone Group or the wider Eurotech Group or to exercise management control over any such member; (iv) otherwise adversely affect (i) the business, assets, profits or prospects of any member of the wider Eurotech Group or of any member of the wider Radstone Group or (ii) the financing of the Cash Offer; (v) make the Cash Offer or its implementation or the acquisition or proposed acquisition by Eurotech or any member of the wider Eurotech Group of any shares or other securities in, or control or management of Radstone or any member of the wider Radstone Group void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith; (vi) require any member of the wider Eurotech Group or the wider Radstone Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the wider Radstone Group or the wider Eurotech Group owned by any third party; (vii) impose any limitation on the ability of any member of the wider Radstone Group or the wider Eurotech Group to co-ordinate its business, or any part of it, with the businesses of any other members ; or (viii) result in any member of the wider Radstone Group or the wider Eurotech Group ceasing to be able to carry on business under any name under which it presently does so; and all applicable waiting and other time periods during which any such ThirdParty could institute, implement or threaten any action, proceeding, suit,investigation, enquiry or reference or any other step under the laws of anyjurisdiction in respect of the Cash Offer or the acquisition or proposedacquisition of any Radstone Shares having expired, lapsed or been terminated; (j) all necessary notifications, filings or applications having been made in connection with the Cash Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Cash Offer or the acquisition by any member of the wider Eurotech Group of any shares or other securities in, or control of, Radstone and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals deemed necessary or appropriate by Eurotech or any member of the wider Eurotech Group for or in respect of the Cash Offer including, without limitation, its implementation and financing or the proposed acquisition of any shares or other securities in, or control of, Radstone by any member of the wider Eurotech Group having been obtained in terms and in a form satisfactory to Eurotech from all appropriate Third Parties or persons with whom any member of the wider Radstone Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the wider Radstone Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Cash Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with; (k) except as publicly announced by Radstone prior to the date of this announcement, no member of the wider Radstone Group having, since 31 March 2006: (i) issued, authorised or proposed the issue of additional shares of any class; (ii) issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities; (iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend other distribution whether payable in cash or otherwise; (iv) merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business; (v) made or authorised or proposed or announced an intention to propose any change in its loan capital; (vi) issued, authorised or proposed the issue of any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability; (vii) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital; (viii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive; (ix) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the wider Radstone Group or the wider Eurotech Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business; (x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed; (xi) entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the wider Radstone Group or the wider Eurotech Group other than to a nature and extent which is normal in the context of the business concerned; (xii) waived or compromised any claim otherwise than in the ordinary course of business; or (xiii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition; and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition,the term "Radstone Group" shall mean Radstone and its wholly-owned subsidiaries; (l) since 31 March 2006: (i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the wider Radstone Group; (ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Radstone Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the wider Radstone Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the wider Radstone Group which in any such case might reasonably be expected to adversely affect any member of the wider Radstone Group; (iii) no contingent or other liability having arisen or become apparent to Eurotech which would be likely to adversely affect any member of the wider Radstone Group; and (iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the wider Radstone Group which is necessary for the proper carrying on of its business; (m) Eurotech not having discovered: (i) that any financial, business or other information concerning the wider Radstone Group as contained in the information publicly disclosed at any time by or on behalf of any member of the wider Radstone Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading; (ii) that any member of the wider Radstone Group partnership, company or other entity in which any member of the wider Radstone Group has a significant economic interest and which is not a subsidiary undertaking of Radstone is subject to any liability (contingent or otherwise); or (iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the wider Radstone Group; (n) Eurotech not having discovered that: (i) any past or present member of the wider Radstone Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the wider Radstone Group; or (ii) there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the wider Radstone Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the wider Radstone group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction. For the purposes of these conditions the "wider Radstone Group" means Radstone and its subsidiary undertakings, associated undertakings and any other undertaking in which Radstone and/or such undertakings (aggregating their interests) have a significant interest and the "wider Eurotech Group" means Eurotech and its subsidiary undertakings, associated undertakings and any other undertaking in which Eurotech and/or such undertakings (aggregating their interests) have a significant interest and for these purposes " subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act, other than paragraph 20(1)(b) of Schedule 4A to the Companies Act which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act). Eurotech reserves the right to waive, in whole or in part, all or any of theabove conditions, except condition (a). Conditions (b) to (n) (inclusive) must be fulfilled by midnight on the 21st dayafter the later of the first closing date of the Cash Offer and the date onwhich condition (a) is fulfilled (or in each such case such later date asEurotech may, with the consent of the Panel, decide). Eurotech shall be under noobligation to waive or treat as satisfied any of the conditions (b) to (n)(inclusive) by a date earlier than the latest date specified above for thesatisfaction thereof, notwithstanding that the other conditions of the CashOffer may at such earlier date have been waived or fulfilled and that there areat such earlier date no circumstances indicating that any of such conditions maynot be capable of fulfilment. If Eurotech is required by the Panel to make an offer for Radstone Shares underthe provisions of Rule 9 of the City Code, Eurotech may make such alterations toany of the above conditions as are necessary to comply with the provisions ofthat Rule. The Cash Offer will lapse if it is referred to the Competition Commission or isthe subject of a decision to initiate proceedings under Article 6(1)(c) of theRegulation before 3.00 p.m. on the first closing date of the Cash Offer or thedate on which the Cash Offer becomes or is declared unconditional as toacceptances, whichever is the later. If the Cash Offer lapses, it will cease to be capable of further acceptance.Radstone Shareholders who have already accepted the Cash Offer shall then ceaseto be bound by the acceptances delivered on or before the date on which the CashOffer lapses. This Cash Offer will be governed by English law and be subject to thejurisdiction of the English courts, to the conditions set out below, in theformal Offer Document and related Form of Acceptance. Part B: Certain further terms of the Cash Offer The Cash Offer will not be made, directly or indirectly, in or into, or by useof the mails of, or by any means or instrumentality (including, withoutlimitation, facsimile transmission, telex, telephone or e-mail) of interstate orforeign commerce of, or of any facility of a national securities exchange ofAustralia, Canada or Japan and the Cash Offer will not be capable of acceptanceby any such use, means, instrumentality or facility or from within Australia,Canada or Japan. Radstone Shares will be acquired under the Cash Offer by E-tech fully paid, freefrom all liens, equitable interests, charges, encumbrances and other interestsof any nature whatsoever and together with all rights attaching thereto. APPENDIX II BASES OF CALCULATION AND SOURCES OF INFORMATION In this announcement, unless otherwise stated or the context otherwise requires,the following bases and sources have been used: (a) Historic share Closing Prices are sourced from the Daily Official List, and represent the closing middle market prices for Radstone Shares on the relevant dates. (b) The Cash Offer value is calculated by multiplying the Offer Price by the entire issued share capital of Radstone of 30,339,640 Radstone Shares, being the number of Radstone shares as detailed in an announcement released by Radstone dated 18 August 2006. (c) Unless otherwise stated, the information on Radstone is extracted or derived without material adjustment from the Annual Report and Accounts of Radstone for the year ended 31 March 2006. (d) The enterprise value for Radstone of £134.0 million is calculated as the Cash Offer value of £109.2 million plus the Radstone net debt position of approximately £18.2 million plus Radstone's net pension liability of approximately £6.6 million, as published in Annual Report and Accounts of Radstone for the year ended 31 March 2006. (e) Unless otherwise stated, the information on Eurotech is extracted or derived without material adjustment from the Annual Report and Accounts of Eurotech for the year ended 31 December 2005. (f) The market capitalisation of Eurotech has been sourced from Bloomberg. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Board of Eurotech" the board of directors of Eurotech "Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business "Cash Offer" the offer being made by E-tech to acquire the entire issued and to be issued share capital of Radstone other than those Radstone Shares which it holds or has contracted to acquire outside the offer and, where the context so requires, any subsequent revision, variation, extension or renewal thereof "City Code" The City Code on Takeovers and Mergers "Closing Price" the closing middle market quotation of a Radstone Share as derived from the Daily Official List "Companies Act" the Companies Act 1985, as amended "Competition the UK Competition CommissionCommission" "Daily Official the daily official list of the London Stock ExchangeList" "E-tech" E-tech UK Limited, a private limited company registered in England and Wales under company number 5914448 "Eurotech" Eurotech S.p.A., a public company incorporated under Italian law "Eurotech Group" Eurotech and its subsidiary undertakings "Final Dividend" the proposed final dividend of 3.15 pence per Radstone Share in respect of the financial year ended 31March2006, payable on 27 September 2006 to Radstone Shareholders on the register at the close of business on 8 September 2006 "Form of the form of acceptance which will accompany the OfferAcceptance" Document "Hawkpoint" Hawkpoint Partners Limited, financial adviser to Eurotech and E-tech "Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 and contained in the UK Listing Rules publication of the same name "London Stock London Stock Exchange plcExchange" "Mediobanca" Mediobanca, Banca di Credito Finanziaro SpA, strategic adviser to Eurotech and E-tech "Offer Document" the formal document to be sent to Radstone Shareholders containing the Cash Offer "Offer Period" the period commencing on 18 August 2006, being the date of the announcement by Eurotech that it had made two approaches to the Board of Radstone and ending on the date on which the Cash Offer becomes or is declared unconditional in all respects "Offer Price" 360 pence per Radstone Share "Official List" The Official List of the UK Listing Authority "Panel" The Panel on Takeovers and Mergers "Panmure Gordon" Panmure Gordon Limited, brokers to Eurotech and E-tech "Pound Sterling" or UK pound sterling (and references to "pence" shall be"£" construed accordingly) "Radstone the board of directors of RadstoneDirectors" or"Directors ofRadstone" or "Boardof Radstone" "Radstone" or the Radstone Technology PLC"Company" "Radstone Group" Radstone and its subsidiary undertakings "Radstone Option means each of:Plan" a) the Radstone Technology PLC Approved Senior Executives Share Option Scheme; b) the Radstone Technology PLC Unapproved Senior Executives Share Option Scheme; c) the Radstone Technology PLC Executive Share Option Scheme; and d) the Radstone Technology PLC Unapproved Executive Share Option Scheme "Radstone a holder of options under a Radstone Option PlanOptionholders" or"Optionholder" "Radstone Share(s)" includes: (i) the existing unconditionally allotted or issued and fully paid ordinary shares of 12.5pence each in the capital of Radstone; and (ii) any further ordinary shares of 12.5pence each in the capital of Radstone which are unconditionally allotted or issued and fully paid before the date on which the Cash Offer closes or before such earlier date as, subject to the City Code, Radstone may determine not being prior to the date on which the Cash Offer becomes or is declared unconditional in all respects; but excludes any shares held as treasury shares on such date that Radstone may determine before the Cash Offer closes (which maybe a different date from that referred to in (ii) above) "Radstone the registered holders of Radstone SharesShareholders" "Regulatory any of the services set out in schedule 12 of the ListingInformation RulesService" "subsidiary", shall be construed in accordance with the Companies Act"subsidiaryundertaking","associatedundertaking" or"undertaking" "Substantial a direct or indirect interest in 20 per cent. or more of theInterest" voting or equity capital (or equivalent) of an undertaking "United Kingdom" or the United Kingdom of Great Britain and Northern Ireland and"UK" its dependent territories "United States", the United States of America, its territories and"US" or "USA" possessions, any state of the United States and the District of Columbia This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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