18th Sep 2006 07:03
GE Fanuc Embedded Systems, Inc.18 September 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION 18 September 2006 RECOMMENDED CASH OFFER OF 410 PENCE PER SHARE FOR RADSTONE TECHNOLOGY PLC BY GE FANUC EMBEDDED SYSTEMS, INC., ADVISED BY UBS INVESTMENT BANK Summary • The boards of GE Fanuc, which is jointly owned by GE and Fanuc, and Radstone are pleased to announce that they have reached agreement on the terms of a recommended cash offer of 410 pence per Radstone Share for the entire issued and to be issued share capital of Radstone. • The Offer values the entire issued and to be issued share capital of Radstone at approximately £130.4 million. • Under the terms of the Offer, Radstone Shareholders will retain the right to receive the Final Dividend of 3.15 pence per Radstone Share for the year ended 31 March 2006 announced on 27 June 2006. • The Offer represents: - a premium of approximately 51.9 per cent. to the Closing Price of 270 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 13.9 per cent. to Eurotech's offer to Radstone on 1 September 2006 of 360 pence per Radstone Share; and - a premium of approximately 9.3 per cent. to the Closing Price of 375 pence per Radstone Share on 15 September 2006, being the last Business Day prior to the date of this announcement. • The directors of Radstone, who have been so advised by Close Brothers, consider the terms of the Offer to be fair and reasonable. In providing its advice, Close Brothers has taken into account the commercial assessments of the directors of Radstone. Accordingly, the directors of Radstone have unanimously agreed to recommend that Radstone Shareholders accept the Offer, as they have themselves irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of 897,446 Radstone Shares in aggregate, representing approximately 2.8 per cent. of the issued and to be issued share capital of Radstone. • The combination of Radstone and GE Fanuc will extend the joint product offering to the benefit of both the new business and its customers. • Radstone customers will additionally benefit in the future from the capabilities which GE Fanuc offers, in particular with regard to research and development. • Radstone offers a strong strategic fit with GE Fanuc through its established positions in military programmes, giving GE Fanuc improved access to growing sectors of the defence industry. Maryrose Sylvester, President and CEO of GE Fanuc, commenting on the Offer said: "We plan to build on Radstone's reputation as a high-tech, strategic supplier tothe defence industry. Radstone's technology and products are highlycomplementary to GE Fanuc's current offerings, and will accelerate our abilityto serve this high-growth segment." Rhys Williams, Chairman of Radstone, commenting on behalf of Radstone said: "Following the unsolicited and hostile bid for Radstone by Eurotech, the Boardof Radstone stated that it is fully committed to exploring all options in orderto maximise shareholder value. We are pleased to recommend this superior offerfrom GE Fanuc which represents a significant improvement on the Eurotech offerand will increase Radstone's geographic reach and product offering." Enquiries: GE FanucMaryrose Sylvester (President and CEO) Tel: +1 434 978 5000Charles Alexander (President, GE Capital Europe) Tel: +44 (0)20 7302 6000 UBS Investment Bank (Financial adviser to GE Fanuc)Aidan Clegg Tel: +44 (0)20 7568 0000 Smithfield Financial (PR adviser to GE Fanuc)John Antcliffe Tel: +44 (0)20 7903 0665 RadstoneRhys Williams (Chairman) Tel: +44 (0)1327 359444Jeff Perrin (Chief Executive) Tel: +44 (0)1327 359444 Close Brothers (Financial adviser to Radstone)Andrew Cunningham Tel: +44 (0)20 7655 3100 JPMorgan Cazenove Limited (Corporate broker to Radstone)Julian Cazalet Tel: +44 (0)20 7588 2828 Buchanan Communications (PR adviser to Radstone)Tim Thompson Tel: +44 (0)20 7466 5000 The above summary should be read in conjunction with, and is subject to, thefull text of this announcement. Terms used in the summary have the meaning givento them in Appendix III to this announcement. UBS Investment Bank, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for GE Fanuc and no oneelse in connection with the Offer and will not be responsible to anyone otherthan GE Fanuc for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Radstone and no one elsein connection with the Offer and will not be responsible to anyone other thanRadstone for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as corporate broker toRadstone and no one else in connection with the Offer and will not beresponsible to anyone other than Radstone for providing the protections affordedto its customers or for providing advice in relation to the Offer, the contentsof this announcement or any transaction or arrangement referred to herein. This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand the Form of Acceptance. The laws of relevant jurisdictions may affect theavailability of the Offer to persons not resident in the United Kingdom. Personswho are not resident in the United Kingdom, or who are subject to the laws ofany jurisdiction other than the United Kingdom, should inform themselves aboutand observe any applicable legal or regulatory requirements of theirjurisdiction. The Offer Document will be available for public inspection andwill also be posted on GE Fanuc's website. The Offer will be for the acquisition of securities of a corporation organisedunder the laws of England and Wales and will be subject to the procedure anddisclosure requirements of England and Wales, which are different from those ofthe United States. The financial information relating to Radstone included inthis announcement and the Offer Document has not been, and will not be, preparedin accordance with generally accepted accounting principles in the United States("US GAAP") and thus may not be comparable to financial information of UScompanies or companies whose financial statements are prepared in accordancewith US GAAP. The settlement procedure with respect to the Offer will beconsistent with UK practice, which differs from US domestic tender offerprocedures in certain material respects, particularly with regard to the date ofpayment. Also, GE or GE Fanuc may purchase Radstone Shares otherwise than underthe Offer, such as in open-market or privately negotiated purchases. Unless otherwise determined by GE Fanuc, the Offer will not be made, directly orindirectly, in, into or from or by the use of mails of, or by any means ofinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offer,when made, should not be accepted by any such use, means, instrumentality orfacilities or from or within any such jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving this announcement (including, without limitation, custodians, nomineesand trustees) must not mail or otherwise forward, distribute or send it in, intoor from any such jurisdiction. Doing so may render invalid any purportedacceptance of the Offer. Forward-looking statementsThis announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning theOffer, GE, Fanuc, GE Fanuc 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 anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. The directors of neither GE nor Fanuc nor GE Fanucnor Radstone assume any obligation in respect of, and do not intend to update,these forward-looking statements, except as required pursuant to applicable law. Dealing disclosure requirementsUnder the provisions of Rule 8.3 of 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 an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (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" ofRadstone, they will be deemed to be a single person for the purposes of Rule 8.3of the City Code. Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Radstone by GE Fanuc 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 "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8 of the City Code, you shouldconsult the Panel. "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 referred to, securities. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN THAT JURISDICTION 18 SEPTEMBER 2006 RECOMMENDED CASH OFFER OF 410 PENCE PER SHARE FOR RADSTONE TECHNOLOGY PLC BY GE FANUC EMBEDDED SYSTEMS, INC., ADVISED BY UBS INVESTMENT BANK 1. Introduction The boards of GE Fanuc and Radstone are pleased to announce that they havereached agreement on the terms of a recommended cash offer of 410 pence perRadstone Share to be made by GE Fanuc, or a wholly-owned subsidiary of GE Fanuc,for the entire issued and to be issued share capital of Radstone. 2. Summary of the Offer Under the Offer, which will be on and subject to the terms and conditions setout below and in Appendix I to this announcement and to be set out in the OfferDocument and the Form of Acceptance, Radstone Shareholders will receive: 410 pence in cash for each Radstone Share The Offer values the entire issued and to be issued share capital of Radstone atapproximately £130.4 million. Under the terms of the Offer, Radstone Shareholders will retain the right toreceive the Final Dividend of 3.15 pence per Radstone Share for the year ended31 March 2006 announced on 27 June 2006. The Offer represents: • a premium of approximately 51.9 per cent. to the Closing Price of 270 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 13.9 per cent. to Eurotech's offer to Radstone on 1 September 2006 of 360 pence per Radstone Share; and • a premium of approximately 9.3 per cent. to the Closing Price of 375 pence per Radstone Share on 15 September 2006, being the last Business Day prior to the date of this announcement. 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 and together with all rights attaching thereto, includingwithout limitation the right to receive all dividends and other distributions(if any) announced, declared, made or paid after the date of this announcement(save for the Final Dividend). 3. Background to, and reasons for recommending, the Offer On 30 August 2006, Eurotech announced the terms of a cash offer for Radstone of360 pence per Radstone Share. Following this on 30 August 2006, the Board ofRadstone announced that it was of the view that the offer undervalued Radstoneand, accordingly, the offer from Eurotech was unanimously rejected. Radstone remained fully committed to exploring all options in order to maximiseshareholder value and, as part of this strategy, the Board of Radstone enteredinto discussions with third parties with a view to soliciting a higher offer forRadstone. The boards of GE Fanuc and Radstone have reached agreement on the terms of arecommended cash offer which represents a significant improvement on theEurotech offer. Moreover, the combination with GE Fanuc will increase Radstone'sgeographic reach and product offering. 4. Recommendation The directors of Radstone, who have been so advised by Close Brothers, considerthe terms of the Offer to be fair and reasonable. In providing its advice, CloseBrothers has taken into account the commercial assessments of the directors ofRadstone. Accordingly, the directors of Radstone have unanimously agreed torecommend that Radstone Shareholders accept the Offer, as they have themselvesirrevocably undertaken to do (or procure to be done) in respect of their ownbeneficial holdings of 897,446 Radstone Shares in aggregate, representingapproximately 2.8 per cent. of the entire issued and to be issued share capitalof Radstone. These irrevocable undertakings will remain binding in the event ofa competing offer being made for Radstone and will cease to be binding only ifthe Offer lapses or is withdrawn. 5. Background to and reasons for the Offer GE Fanuc provides an array of capabilities and products covering the embeddedsystems, advanced software and motion control sectors across a broad range ofend uses. Radstone has been supplying advanced microprocessor technology through highperformance ruggedised computer products to defence system integrators in boththe US and Europe for over 40 years, including the provision of Commercial OffThe Shelf (COTS) embedded products to the defence and aerospace industries.Radstone's product range covers ruggedised circuit cards and assemblies,ethernet switches, processing software, video tracking and image processingsystems, all of which offer significant complementarity with GE Fanuc's ownproduct offering. A combination with GE Fanuc will extend the joint productoffering to the benefit of both the new business and customers for embeddedcomputing systems. Radstone manufactures embedded systems which are used in military applications,principally in the US. It is involved in programmes such as MLRS, HIMARS andPredator and participates in the Future Combat System programmes. GE Fanucbelieves that Radstone offers a strong strategic fit with GE Fanuc through itsestablished positions in military programmes, giving GE Fanuc improved access togrowing sectors of the defence industry, particularly in integrated battlespaceIT. GE Fanuc believes that the combination of Radstone's expertise in systemsintegration and GE Fanuc's global reach will deliver benefits to bothbusinesses' current and future customers. 6. Information on the GE Fanuc group GE Fanuc is a wholly-owned subsidiary of GE Fanuc Automation Americas, Inc.which is, in turn, a subsidiary of both GE Fanuc Automation Corporation and GE.GE Fanuc Automation Corporation, headquartered in Charlottesville, VA, is ajoint venture between GE and Fanuc. GE Fanuc forms a part of the GE Industrial business within GE and combines thediverse global strengths of the GE family with the local presence customers needto design, develop and maintain their automation investments. The GE Fanuc group delivers automation hardware and software designed to helpusers reduce costs, increase efficiency and enhance profitability. Withsolutions and services catering to many industrial applications, the GE Fanucgroup provides an array of capabilities and products, including controllers,embedded systems, advanced software, motion control, CNCs, operator interfacesand industrial computers. 7. Information on Radstone Radstone is a leading independent supplier of high performance embedded computerproducts for defence and aerospace applications. Headquartered in Towcester, UK,Radstone uses the latest technology to offer high performance, rugged computerproducts to defence system integrators globally. The Radstone Group comprises two core businesses: • The Embedded Computing business operates internationally as 'Radstone Technology'. It is a leading independent supplier of rugged VME and Compact PCI computer products and subsystems. It supplies high performance, rugged, COTS computer hardware to the major defence system integrators across the globe. Interactive Circuits and Systems Limited, a member of the Radstone Group, designs and manufactures real time data acquisition sub-systems for radar, sonar, communications and signal intelligence applications. The recent acquisition of Octec Limited has enabled Radstone to provide complete real-time image processing and video tracking solutions for a wide range of defence and aerospace environments. • The Electronics Manufacturing Services (EMS) business, Foundation Technology Limited, specialises in the manufacture and assembly of small- and medium-sized batches of complex electronic systems. While external third party customers represent 90 per cent. of sales, the EMS business also assembles Embedded Computing's products. 8. Financing for the Offer The consideration payable under the Offer will be funded by way of a loan to GEFanuc from GE. UBS is satisfied that the necessary financial resources areavailable to GE Fanuc to enable it to satisfy in full the consideration payableby GE Fanuc under the terms of the Offer. 9. Non-solicitation, matching right and inducement fee Radstone has entered into an arrangement with GE Fanuc under which Radstone hasundertaken, amongst other things: • not to solicit or otherwise seek to procure an Alternative Proposal, enter into or continue discussions which relate to or may be expected to lead to an Alternative Proposal, or release any third party from any standstill agreement entered into in connection with an Alternative Proposal prior to the date hereof, except as required by the City Code or in order for the directors of Radstone to carry out their fiduciary duties; • to notify GE Fanuc promptly of any approach made to Radstone in relation to any Alternative Proposal and, in the case of a Superior Proposal, to provide GE Fanuc with reasonable details of the terms proposed; • not to accept, recommend, approve or enter into any agreement to implement a Superior Proposal and not to withhold, withdraw, change or modify its recommendation in respect of the Offer, in each case until (and thereafter only to the extent required to prevent breach of the fiduciary duties of the directors of Radstone) the first to occur of the following: (a) GE Fanuc shall have failed, within 48 hours of receiving notice of the Superior Proposal, to confirm to Radstone that it intends to increase its Offer to a price per share equal to or greater than that provided under the Superior Proposal; or (b) GE Fanuc shall have failed to announce such increase within five days of receiving notice of the Superior Proposal; or (c) GE Fanuc shall have announced an increased Offer; • to pay GE Fanuc £1,250,000 (being approximately 1 per cent. of the offer value, excluding the exercise price of options) if following this announcement: (i) the directors of Radstone do not recommend unanimously in the Offer Document that Radstone Shareholders accept the Offer, or they withdraw or adversely modify their recommendation of the Offer or agree or resolve prior to the date on which the Offer lapses or is withdrawn to recommend an Alternative Proposal; and/or (ii) an Alternative Proposal (or an amended version thereof) which is announced before the Offer lapses or is withdrawn becomes or is declared unconditional as to acceptances or is otherwise completed prior to the Offer lapsing or being withdrawn; and • not to pay or agree to pay any form of break fee, inducement fee or similar fee in relation to any Alternative Proposal (subject to an exception for a fee of up to a maximum of one per cent. of the difference between the aggregate value of the Alternative Proposal and the aggregate value of the Offer). 10. Management and employees GE Fanuc attaches great importance to the skills, experience and industryknowledge of the management and employees of Radstone and intends that theyshould play a key role in the development of the enlarged business. Accordingly,GE Fanuc's current plans do not involve any material change to the principallocations of Radstone's business, the conditions of employment or the existingemployee base. Following the Offer becoming or being declared unconditional in all respects,the existing employment rights of the management and employees of the RadstoneGroup will be fully safeguarded and their accrued pension rights protected. 11. Radstone Share Option Schemes The Offer will extend to any Radstone Shares issued or unconditionally allottedprior to the date on which the Offer closes (or such earlier date or dates as GEFanuc may, subject to the City Code, decide) as a result of the exercise ofoptions granted under any of the Radstone Share Option Schemes. To the extent such options have not been exercised, it is intended thatappropriate proposals will be made to Radstone Optionholders, subject to theOffer becoming or being declared unconditional in all respects. 12. Disclosure of interests in Radstone Neither GE Fanuc, nor any director of GE Fanuc, nor, so far as the directors ofGE Fanuc are aware, any person acting in concert with GE Fanuc, owns or controlsany Radstone Shares or holds any option to acquire any Radstone Shares or hasentered into any derivative referenced to Radstone Shares ("Relevant RadstoneSecurities") which remains outstanding nor does any such person have anyarrangement in relation to Radstone Shares. For these purposes, "arrangement"includes any indemnity or option arrangement, any agreement or understanding,formal or informal, of whatever nature, relating to Relevant Radstone Securitieswhich may be an inducement to deal or refrain from dealing in such securities. In view of the requirement for confidentiality, GE Fanuc has not made enquiriesof certain persons who may be deemed by the City Code to be acting in concertwith it for the purpose of the Offer. 13. Compulsory acquisition, de-listing and re-registration If GE Fanuc receives acceptances of the Offer in respect of, and/or otherwiseacquires, 90 per cent. or more of the Radstone Shares to which the Offer relates(and, in the case where the Radstone Shares to which the Offer relates arevoting shares, not less than 90 per cent. of the voting rights carried by thoseRadstone Shares) and assuming all other conditions of the Offer have beensatisfied or waived (if they are capable of being waived), GE Fanuc intends toexercise its rights pursuant to the provisions of Schedule 2 to the TakeoversDirective (Interim Implementation) Regulations 2006 to acquire the remainingRadstone Shares to which the Offer relates on the same terms as the Offer. Assuming the Offer becomes or is declared unconditional in all respects andsubject to any applicable requirements of the Financial Services Authority, GEFanuc intends to procure the making of applications by Radstone to the FinancialServices Authority for the cancellation of the listing of the Radstone Shares onthe Official List and to the London Stock Exchange for the cancellation ofadmission to trading of Radstone Shares on its market for listed securities. Ifthis de-listing and cancellation occurs, it will significantly reduce theliquidity and marketability of any Radstone Shares not assented to the Offer. Itis anticipated that the de-listing and cancellation of admission to trading willtake effect no earlier than the expiry of 20 Business Days after the date uponwhich the Offer becomes or is declared unconditional in all respects (andsubject to GE Fanuc acquiring or agreeing to acquire issued share capital inRadstone carrying 75 per cent. or more of the voting rights of Radstone inaccordance with paragraph 5.2 of the Listing Rules). It is also proposed that following the 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. 14. Other The Offer Document and Form of Acceptance will be posted to RadstoneShareholders and, for information only, to participants in the Radstone ShareOption Schemes as soon as practicable and, in any event, (save with the consentof the Panel) within 28 days of the date hereof. The full terms and conditionsof the Offer will be set out in the Offer Document and Form of Acceptance. Indeciding whether or not to accept the Offer, Radstone Shareholders should relyon the information contained in, and follow the procedures described in, theOffer Document and Form of Acceptance. The availability of the Offer to persons not resident in the UK may be affectedby the laws of their relevant jurisdiction. Any persons who are subject to thelaws of any jurisdiction other than the UK should inform themselves about andobserve any applicable legal or regulatory requirements of their jurisdiction.Further details in relation to overseas shareholders will be contained in theOffer Document. The Offer will be governed by English law and will be subject to the exclusivejurisdiction of the English courts. The Offer will be subject to the applicablerequirements of the City Code, the Panel, the London Stock Exchange, the UKListing Authority and other legal or regulatory requirements. Appendix I sets out the conditions and certain further terms of the Offer.Appendix II contains source notes relating to certain information contained inthis announcement. Certain terms used in this announcement are defined inAppendix III to this announcement. Enquiries: GE FanucMaryrose Sylvester (President and CEO) Tel: +1 434 978 5000Charles Alexander (President, GE Capital Europe) Tel: +44 (0)20 7302 6000 UBS Investment Bank (Financial adviser to GE Fanuc)Aidan Clegg Tel: +44 (0)20 7568 0000 Smithfield Financial (PR adviser to GE Fanuc)John Antcliffe Tel: +44 (0)20 7903 0665 RadstoneRhys Williams (Chairman) Tel: +44 (0)1327 359444Jeff Perrin (Chief Executive) Tel: +44 (0)1327 359444 Close Brothers (Financial adviser to Radstone)Andrew Cunningham Tel: +44 (0)20 7655 3100 JPMorgan Cazenove Limited (Corporate broker to Radstone)Julian Cazalet Tel: +44 (0)20 7588 2828 Buchanan Communications (PR adviser to Radstone)Tim Thompson Tel: +44 (0)20 7466 5000 UBS Investment Bank, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for GE Fanuc and no oneelse in connection with the Offer and will not be responsible to anyone otherthan GE Fanuc for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. Close Brothers, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Radstone and no one elsein connection with the Offer and will not be responsible to anyone other thanRadstone for providing the protections afforded to its customers or forproviding advice in relation to the Offer, the contents of this announcement orany transaction or arrangement referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as corporate broker toRadstone and no one else in connection with the Offer and will not beresponsible to anyone other than Radstone for providing the protections affordedto its customers or for providing advice in relation to the Offer, the contentsof this announcement or any transaction or arrangement referred to herein. This announcement is not intended to and does not constitute, or form any partof, any offer to sell or any solicitation of any offer to purchase or subscribefor any securities or the solicitation of any vote or approval in anyjurisdiction. Any acceptance or other response to the Offer should be made onlyon the basis of the information contained or referred to in the Offer Documentand the Form of Acceptance. The laws of relevant jurisdictions may affect theavailability of the Offer to persons not resident in the United Kingdom. Personswho are not resident in the United Kingdom, or who are subject to the laws ofany jurisdiction other than the United Kingdom, should inform themselves aboutand observe any applicable legal or regulatory requirements of theirjurisdiction. The Offer Document will be available for public inspection andwill also be posted on GE Fanuc's website. The Offer will be for the acquisition of securities of a corporation organisedunder the laws of England and Wales and will be subject to the procedure anddisclosure requirements of England and Wales, which are different from those ofthe United States. The financial information relating to Radstone included inthis announcement and the Offer Document has not been, and will not be, preparedin accordance with US GAAP and thus may not be comparable to financialinformation of US companies or companies whose financial statements are preparedin accordance with US GAAP. The settlement procedure with respect to the Offerwill be consistent with UK practice, which differs from US domestic tender offerprocedures in certain material respects, particularly with regard to the date ofpayment. Also, GE, Fanuc or GE Fanuc may purchase Radstone Shares otherwise thanunder the Offer, such as in open-market or privately negotiated purchases. Unless otherwise determined by GE Fanuc, the Offer will not be made, directly orindirectly, in, into or from or by the use of mails of, or by any means ofinstrumentality (including, without limitation, telephonically orelectronically) of interstate or foreign commerce of, or through any facilitiesof a national securities exchange of any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and the Offer,when made, should not be accepted by any such use, means, instrumentality orfacilities or from or within any such jurisdiction. Accordingly, copies of thisannouncement are not being, and must not be, mailed or otherwise forwarded,distributed or sent in, into or from any jurisdiction if to do so wouldconstitute a violation of the relevant laws of such jurisdiction and personsreceiving this announcement (including, without limitation, custodians, nomineesand trustees) must not mail or otherwise forward, distribute or send it in, intoor from any such jurisdiction. Doing so may render invalid any purportedacceptance of the Offer. Forward-looking statementsThis announcement, including information included or incorporated by referencein this announcement, may contain "forward-looking statements" concerning theOffer, GE, Fanuc, GE Fanuc 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 anduncertainties relate to factors that are beyond the companies' abilities tocontrol or estimate precisely, such as future market conditions and thebehaviours of other market participants, and therefore undue reliance should notbe placed on such statements. The directors of neither GE nor Fanuc nor GE Fanucnor Radstone assume any obligation in respect of, and do not intend to update,these forward-looking statements, except as required pursuant to applicable law. Dealing disclosure requirementsUnder the provisions of Rule 8.3 of 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 an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (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" ofRadstone, they will be deemed to be a single person for the purposes of Rule 8.3of the City Code. Under the provision of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Radstone by GE Fanuc 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 "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8 of the City Code, you shouldconsult the Panel. "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 referred to, securities. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER The Offer, which will be made by GE Fanuc or a wholly-owned subsidiary of GEFanuc, will comply with the rules and regulations of the Financial ServicesAuthority and the City Code. Part A: Conditions of the Offer The 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 Offer (or such later time(s) and/or date(s) as GE Fanuc 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 GE Fanuc may decide) in nominal value of the Radstone Shares to which the Offer relates and, where the Radstone Shares to which the Offer relates are voting shares, not less than 90 per cent. (or such lower percentage as GE Fanuc may decide) of the voting rights carried by those Radstone Shares, provided that this condition shall not be satisfied unless GE Fanuc and/or any of its wholly-owned subsidiaries shall have acquired or agreed to acquire, whether pursuant to the 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. For the purposes of this condition: (i) shares which have been unconditionally allotted but not issued before the 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 Offer relates" shall be construed in accordance with Schedule 2 to the Takeovers Directive (Interim Implementation) Regulations 2006; (b) insofar as the proposed acquisition of Radstone is referred to the European Commission under Article 4(5) or Article 22 of Council Regulation (EC) 139/2004 (as amended) (the "Merger Regulation"): (i) the European Commission having issued a decision indicating, on terms satisfactory to GE Fanuc, that it does not intend to initiate proceedings under Article 6(1)(c) of the Merger Regulation in respect of the proposed acquisition of Radstone by GE Fanuc (or any part thereof), or a decision being deemed to have been taken under Article 10(6) of the Merger Regulation; and (ii) no indication having been made that a member state and/or party to the Agreement on the European Economic Area (the "EEA Agreement") may take appropriate measures to protect legitimate interests pursuant to Article 21(4) of the Merger Regulation (or Article 7(1) of the EEA Agreement, as the case may be) in relation to the proposed acquisition of Radstone by GE Fanuc or any aspect of such acquisition; (c) insofar as the proposed acquisition of Radstone by GE Fanuc is not subject to review under the Merger Regulation, it being established in terms satisfactory to GE Fanuc that the Office of Fair Trading in the United Kingdom (the "OFT") does not intend to refer the proposed acquisition of Radstone by GE Fanuc or any matter arising from the proposed acquisition of Radstone by GE Fanuc to the Competition Commission for investigation; (d) all filings, approvals or expiration or termination of any applicable waiting periods under competition or trade regulation laws in jurisdictions in which such filings, approvals or expiration or termination are required by law to be made, obtained or expired or terminated in respect of the proposed acquisition of Radstone by GE Fanuc and the proposed acquisition of any shares in, or control of, Radstone by GE Fanuc having been made, obtained or expired or terminated; (e) (i) the Secretary of State for Trade and Industry in the United Kingdom (the "Secretary of State") not having indicated that he intends to issue an intervention notice or a special intervention notice to the OFT under sections 42 or 59 (respectively) of the Enterprise Act 2002 in respect of the Offer or any matter arising therefrom; or (ii) where the Secretary of State has issued an intervention notice or a special intervention notice to the OFT under sections 42 or 59 (respectively) of the Enterprise Act 2002 in respect of the Offer or any matter arising therefrom, the matters to which the said notice relates being finally determined within the meaning of sections 43(4) or 60(4) (respectively) of the Enterprise Act 2002 without any enforcement action being taken by the Secretary of State; or (iii) where the Secretary of State has issued an intervention notice or a special intervention notice to the OFT under sections 42 or 59 (respectively) of the Enterprise Act 2002 in respect of the Offer or any matter arising therefrom, GE Fanuc agreeing to give such undertakings to the Secretary of State as GE Fanuc considers acceptable and such undertakings being accepted by the Secretary of State under paragraph 3 of Schedule 7 of the Enterprise Act 2002; or (iv) the Secretary of State not having referred the Offer or any aspect thereof to the Competition Commission under sections 45 or 62 (respectively) of the Enterprise Act 2002; (f) all authorisations, orders, recognition, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate for or in respect of the Offer and the proposed acquisition of any shares in, or control of, Radstone by GE Fanuc from the UK Ministry of Defence, the US Department of Defence and the US Department of State having been obtained in a form reasonably satisfactory to GE Fanuc 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 Offer becomes otherwise unconditional; (g) the Committee on Foreign Investment in the United States having cleared the proposed acquisition of Radstone by GE Fanuc 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 GE Fanuc; (h) there being no provision of any agreement, arrangement, licence, permit, lease 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, or any circumstance which in each case as a consequence of the Offer or the proposed acquisition of any shares or other securities in Radstone or because of a change in the control or management of the Wider Radstone Group or otherwise, could or might result in, to an extent which is material in the context of the Wider Radstone Group as a whole: (i) any monies 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 monies 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, lease or instrument or the interest or business of any such member 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 or arising 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 or could cease to be available to any such member, in each case, other than in the ordinary course of business; (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(s) 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, lease 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, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (h); (i) no government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, stock exchange, 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 having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps, and there not continuing to be outstanding any statute, regulation, decision or order, which would or might reasonably 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 GE Fanuc 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 GE Fanuc Group of any shares or other securities in Radstone; (iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider GE Fanuc 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 GE Fanuc Group or to exercise, directly or indirectly, voting or management control over any such member; (iv) otherwise adversely affect the business, assets, profits or prospects of any member of the Wider GE Fanuc Group or of any member of the Wider Radstone Group (v) make the Offer, its implementation or the acquisition or proposed acquisition by GE Fanuc or any member of the Wider GE Fanuc Group of any shares or other securities in, or control or management of, Radstone void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, prevent, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect to, or otherwise impede, challenge or interfere with or require amendment of the Offer or the acquisition by GE Fanuc or any member of the Wider GE Fanuc Group of any shares or other securities in Radstone; (vi) require any member of the Wider GE Fanuc Group or the Wider Radstone Group to acquire, or 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 GE Fanuc Group owned by any third party (other than in the implementation of the Offer); (vii) impose any limitation on the ability of any member of the Wider Radstone Group to co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Radstone Group and/or the Wider GE Fanuc Group; or (viii) result in any member of the Wider Radstone Group ceasing to be able to carry on business under any name under which it presently does so, in each case to an extent which is material in the context of the Offer, or the Wider GE Fanuc Group or the Wider Radstone Group taken as a whole (as the case may be), and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or proposed acquisition of any shares or securities in Radstone having expired, lapsed or been terminated; (j) all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of the Wider GE Fanuc Group of any shares or other securities in, or control of, Radstone in circumstances where non-compliance would have a material adverse effect on the Wider GE Fanuc Group or the Wider Radstone Group taken as a whole (as the case may be) or would be material in the context of the Offer and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by GE Fanuc or any member of the Wider GE Fanuc Group in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Radstone by any member of the Wider GE Fanuc Group having been obtained in terms and in a form reasonably satisfactory to GE Fanuc from all appropriate Third Parties or persons with whom any member of the Wider Radstone Group has entered into contractual arrangements, in each case where the absence of such authorisation, order, recognition, grant, consent, licence, confirmation, clearance, permission or approval would have a material adverse effect on the Wider GE Fanuc Group or the Wider Radstone Group taken as a whole (as the case may be) or would be material in the context of the Offer, and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Radstone Group as currently carried on remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same and all necessary statutory or regulatory obligations in any jurisdiction having been complied with; (k) except as disclosed in the report and accounts of Radstone for the year ended 31 March 2006 or as publicly announced by Radstone in accordance with the Listing Rules and/or the Disclosure Rules (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed in writing to GE Fanuc prior to the date hereof, no member of the Wider Radstone Group having, since 31 March 2006: (i) save as between Radstone and wholly-owned subsidiaries of Radstone or for Radstone Shares issued pursuant to the exercise of options granted under the Radstone Share Option Schemes, issued or agreed to issue, authorised or proposed the issue of additional shares or securities of any class; (ii) save as between Radstone and wholly-owned subsidiaries of Radstone or for the grant of options under the Radstone Share Option Schemes, 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) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares (including treasury shares) or other securities or reduced or, save in respect of the matters referred to in sub-paragraph (i) above, made or authorised any other change to any part of its share capital; (iv) other than to another member of the Radstone Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution to any shareholder whether payable in cash or otherwise; (v) save for intra-Radstone Group transactions, merged with or demerged from any body corporate or partnership or, other than in the ordinary course of business, acquired or disposed of or transferred, mortgaged, charged or created any security interest over, any asset or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to propose the same; (vi) save for intra-Radstone Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital; (vii) issued, authorised or proposed the issue of any debentures or, save for intra-Radstone Group transactions and other than in the ordinary course of its business, incurred or increased any indebtedness or liability (actual or contingent) or proposed to do any of the foregoing; (viii) entered into, implemented, effected, authorised, proposed or announced any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Radstone Group that is material in the context of the Wider Radstone Group; (ix) entered into, or varied the terms of, any agreement with any of the directors of Radstone; (x) entered into, varied or (in a manner which is materially prejudicial to the Wider Radstone Group taken as a whole) terminated, or authorised, proposed or announced its intention to enter into, vary or (in a manner which is materially prejudicial to the Wider Radstone Group taken as a whole) terminate any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude; (B) is or could be restrictive on the business of any member of the Wider Radstone Group or the Wider GE Fanuc Group; or (C) is outside of the ordinary course of business and is material in the context of the Wider Radstone Group taken as a whole; (xi) taken any corporate action or had any legal proceedings started or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), 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 in any jurisdiction; (xii) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; (xiii) waived, settled or compromised any claim otherwise than in the ordinary course of business and providing any such claim is not material in the context of the business of the Wider Radstone Group taken as a whole; (xiv) made any alteration to its memorandum or articles of association or other incorporation documents or, except for any change required by reason of a concurrent change in applicable law, regulation or generally accepted accounting practice, to any method of accounting or accounting practice used by it on the date hereof and which, in any case, is materially adverse in the context of the Wider Radstone Group taken as a whole; or (xv) entered into or varied any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this condition (k), and, for the purposes of paragraphs (iv), (v), (vi) and (vii) of this condition (k), the term "Radstone Group" shall mean Radstone and its wholly-owned subsidiaries; (l) since 31 March 2006 and save as disclosed in the report and accounts of Radstone for the year then ended or save as publicly announced in accordance with the Listing Rules and/or the Disclosure Rules by Radstone (by the delivery of an announcement to a Regulatory Information Service) or as fairly disclosed in writing to GE Fanuc prior to the date hereof: (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 claimant, defendant or otherwise) and no enquiry or investigation by or complaint or reference to 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 against or in respect of any member of the Wider Radstone Group which in any such case might be expected to adversely affect any member of the Wider Radstone Group; (iii) no contingent or other liability having arisen or become apparent to GE Fanuc, 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 (without replacement), 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, in each case to an extent which is material in the context of GE Fanuc and its subsidiary undertaking taken as a whole or the Wider Radstone Group taken as a whole (as the case may be); (m) GE Fanuc 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 materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading; (ii) that any member of the Wider Radstone Group, or any 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) which is not disclosed in the annual report and accounts of Radstone for the year ended 31 March 2006; 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 and which is material in the context of the Wider Radstone Group taken as a whole; and (n) GE Fanuc 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 use, storage, treatment, transport, handling, 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 use, storage, treatment, transport, handling, 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 use, storage, treatment, transport, handling disposal, spillage, release, discharge, leak or emission would be reasonably likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Radstone Group which is material in the context of the Wider Radstone Group taken as a whole; 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 which is material in the context of the Wider Radstone Group taken as a whole. For the purposes of these conditions, the "Wider Radstone Group" means Radstoneand its subsidiary undertakings, associated undertakings and any otherundertaking in which Radstone and/or such undertakings (aggregating theirinterests) have a significant interest and the "Wider GE Fanuc Group" means GEor GE Fanuc and their respective subsidiary undertakings, associatedundertakings and any other undertaking in which GE and/or GE Fanuc and/or suchundertakings (aggregating their interests) have a significant interest and, forthese purposes, "subsidiary undertaking", "associated undertaking" and"undertaking" have the meanings given by the Companies Act, other than paragraph20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose,and "significant interest" means a direct or indirect interest in 10 per cent.or more of the equity share capital (as defined in that Act). GE Fanuc 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 Offer and the date on whichcondition (a) is fulfilled (or in each such case such later date as GE Fanucmay, with the consent of the Panel, decide). GE Fanuc 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 Offer mayat such earlier date have been waived or fulfilled and that there are at suchearlier date no circumstances indicating that any of such conditions may not becapable of fulfilment. If GE Fanuc is required by the Panel to make an offer for Radstone Shares underthe provisions of Rule 9 of the City Code, GE Fanuc may make such alterations toany of the above conditions as are necessary to comply with the provisions ofthat Rule. Part B: Certain further terms of the Offer The Offer will lapse if it is referred to the Competition Commission or is thesubject of a decision to initiate proceedings under Article 6(1)(c) of theMerger Regulation before 3.00 p.m. on the first closing date of the Offer or thedate on which the Offer becomes or is declared unconditional as to acceptances,whichever is the later. If the Offer lapses, it will cease to be capable of further acceptance. RadstoneShareholders who have already accepted the Offer shall then cease to be bound bythe acceptances delivered on or before the date on which the Offer lapses. The Offer will be governed by English law and be subject to the exclusivejurisdiction of the English courts, to the conditions set out in Part A aboveand the further terms set out in this Part B, and to the terms and conditionsset out in the Offer Document and related Form of Acceptance. The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, telex, telephone or e-mail) of interstate or foreigncommerce of, or of any facility of a national securities exchange of anyjurisdiction if to do so would constitute a violation of the relevant laws insuch jurisdiction and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facility or from within any such jurisdiction. Radstone Shares will be acquired under the Offer by GE Fanuc fully paid, freefrom all liens, equitable interests, charges, encumbrances and other interestsof any nature whatsoever and together with all rights attaching thereto (savefor the Final Dividend). 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: Historic share Closing Prices are sourced from the Daily Official List, andrepresent the closing middle market prices for Radstone Shares on the relevantdates. The Offer value is calculated by multiplying the Offer Price by the entireissued and to be issued share capital of Radstone of 31,797,659 Radstone Shares,being the number of Radstone shares as detailed in an announcement released byRadstone dated 18 August 2006 and the number of Radstone Shares capable of beingissued to satisfy existing options under the Radstone Share Option Schemes. Unless otherwise stated, the information on Radstone is extracted or derivedwithout material adjustment from the annual report and accounts of Radstone forthe year ended 31 March 2006. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Alternative an offer or possible offer or proposal put forward by anyProposal" third party which is not acting in concert with GE Fanuc in respect of or for all or a significant proportion (being in excess of 25 per cent. when aggregated with shares already held by the third party and anyone acting in concert (as defined in the City Code) with it) of the shares of Radstone or the sale or possible sale of the whole or any material part of the assets of the Radstone Group or a transaction which is otherwise inconsistent with consummation of the proposed acquisition of Radstone by GE Fanuc, in each case howsoever it is proposed that such offer, proposal or transaction be implemented (whether legally binding or not) "Board of the board of directors of GE FanucGE Fanuc" "Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business "City Code" The City Code on Takeovers and Mergers "Close Brothers" Close Brothers Corporate Finance Limited "Closing Price" the closing middle market quotation of a Radstone Share as derived from the Daily Official List on any particular day "Companies Act" the Companies Act 1985, as amended "Competition the UK Competition CommissionCommission" "Daily Official the daily official list of the London Stock ExchangeList" "Disclosure Rules" the disclosure rules made under Part VI of the Financial Services and Markets Act 2000 "Eurotech" Eurotech S.p.A. or E-tech Limited (as the context requires) "Fanuc" Fanuc Ltd., a company incorporated in Japan and listed on the Tokyo Stock Exchange "Final Dividend" the final dividend of 3.15 pence per Radstone Share in respect of the financial year ended 31 March 2006, 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 relating to the Offer, which will Acceptance" accompany the Offer Document "GE" General Electric Company and (as the context requires) its subsidiary undertakings "GE Fanuc" GE Fanuc Embedded Systems, Inc., a corporation existing under the laws of the State of Delaware, or (as the context otherwise requires) any wholly-owned subsidiary of such company which makes the Offer "Listing Rules" the listing rules made under Part VI of the Financial Services and Markets Act 2000 "London Stock London Stock Exchange plcExchange" "Offer" the recommended offer to be made by GE Fanuc (or a wholly-owned subsidiary) to acquire the entire issued and to be issued Radstone Shares on the terms and subject to the conditions to be set out in the Offer Document and Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof "Offer Document" the formal document to be sent to Radstone Shareholders containing the Offer "Offer Price" 410 pence per Radstone Share "Official List" The Official List of the UK Listing Authority "Panel" The Panel on Takeovers and Mergers "Pound Sterling" or means the lawful currency of the United Kingdom (and"£" references to "pence" shall be construed accordingly) "directors of the board of directors of RadstoneRadstone" or "Boardof Radstone" "Radstone" or the Radstone Technology PLC"Company" "Radstone Group" Radstone and its subsidiary undertakings "Radstone Share means each of:Option Schemes" a) the Radstone Technology plc Approved Senior Executive Share Option Scheme; b) the Radstone Technology plc Unapproved Senior Executive Share Option Scheme; c) the Radstone Technology plc Executive Share Incentive Plan; and d) the Radstone Technology plc All Employee Share Ownership Plan "Radstone a holder of options under any of the Radstone Share Option Optionholders" Schemes "Radstone Shares" includes: (a) the existing unconditionally allotted or issued and fully paid ordinary shares of 12 1/2 pence each in the capital of Radstone; and (b) any further ordinary shares of 12 1/2 pence each in the capital of Radstone which are unconditionally allotted or issued and fully paid, or credited as fully paid, before the date on which the Offer closes (or before such earlier date as, subject to the City Code, Radstone may determine not being earlier than (i) the date on which the Offer becomes or is declared unconditional as to acceptances or (ii) if later, the first closing date of the Offer) but excludes any treasury shares "Radstone the registered holders of Radstone SharesShareholders" "subsidiary", shall be construed in accordance with the Companies Act"subsidiaryundertaking","associatedundertaking" or"undertaking" "Superior Proposal" a bona fide Alternative Proposal which the directors of Radstone consider, acting reasonably and in good faith and after consultation with their legal and financial advisers, is no less likely to be completed on its terms taking into account all financial, regulatory and other aspects of such offer or possible offer or proposal (including the ability of the offering or proposing party to consummate the transactions contemplated by such offer or possible offer or proposal) than the Offer and which, if consummated, would be superior to the Offer from a financial point of view to Radstone Shareholders "UBS" or "UBS UBS LimitedInvestment Bank" "United Kingdom" or the United Kingdom of Great Britain and Northern"UK" Ireland and 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 and all other areas subject to its jurisdiction This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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