3rd Sep 2007 07:02
General Electric Company03 September 2007 FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS IN THAT JURISDICTION 3 September 2007 Recommended Cash Offer for Sondex PLC by Drilling and Wireline Solutions Limited, a wholly-owned subsidiary of General Electric Company Summary • The boards of Drilling and Wireline Solutions Limited ("DWSL") andSondex PLC ("Sondex" or the "Company") are pleased to announce that they havereached agreement on the terms of a recommended cash offer to be made by DWSL, awholly-owned subsidiary of General Electric Company, for the entire issued andto be issued share capital of Sondex (the "Offer"). It is intended that theOffer will be implemented by way of a scheme of arrangement under section 425 ofthe Companies Act. • Under the terms of the Offer, Scheme Shareholders will receive 460pence in cash for each Sondex Share. • The Offer values Sondex's existing issued share capital atapproximately £262.7 million and the entire issued and to be issued sharecapital at approximately £288.7 million. • The Offer of 460 pence per Sondex Share represents a premium ofapproximately: - 35.5 per cent. to the Closing Price of 339.5 pence per Sondex Share on30 August 2007, being the last Business Day prior to the date of theannouncement by Sondex that it was in discussions in relation to a possibleoffer; and - 38.1 per cent. to the average Closing Price of approximately 333.2pence per Sondex Share for the 30 days ended 30 August 2007. • The directors of Sondex, who have been so advised by Investec,consider the terms of the Offer to be fair and reasonable. In providing itsadvice, Investec has taken into account the commercial assessments of thedirectors of Sondex. Accordingly, the directors of Sondex will unanimouslyrecommend that Sondex Shareholders vote in favour of the Scheme and theresolutions at the Court Meeting and the EGM. • DWSL has received irrevocable undertakings to vote in favour of theScheme and the resolutions at the Court Meeting and the EGM from the directorsof Sondex in respect of all of their own beneficial shareholdings of SondexShares (and, where applicable, of their connected persons) amounting, inaggregate, to 3,636,982 Sondex Shares, representing approximately 6.4 per cent.of Sondex's entire existing issued share capital. These remain binding in theevent of a competing offer being made for Sondex. • DWSL has also received non-binding letters of intent to vote infavour of the Scheme and the resolutions at the Court Meeting and the EGM fromSondex Shareholders in respect of, in aggregate, 21,595,763 Sondex Shares,representing a further 37.8 per cent. of Sondex's entire existing issued sharecapital. • Accordingly, DWSL has received, in aggregate, irrevocableundertakings and non-binding letters of intent to vote in favour of the Schemeand the resolutions at the Court Meeting and the EGM from Sondex Shareholders inrespect of 25,232,745 Sondex Shares, representing approximately 44.2 per cent.of Sondex's entire existing issued share capital. • Sondex designs, manufactures and markets electro-mechanical basedequipment to oilfield service companies that run operations at well-sites onbehalf of oil or gas companies. Sondex equipment is used by leading operatorsand service companies worldwide and has established a reputation for quality andreliability. Since Sondex was floated on the London Stock Exchange in June 2003, it has grownsignificantly, both organically and through international acquisitions,increasing its market capitalisation from £38.8 million on 12 June 2003 to£193.9 million on 30 August 2007. As at 28 February 2007, the Sondex Groupemployed 513 staff in nine countries. Corporate and financial growth has beenmatched by operational progress, with Sondex's product range constantly beingexpanded and upgraded, driven by an annual investment of approximately 10 percent. of revenues in research and development. • General Electric Company is a diversified technology, media andfinancial services company, with products and services ranging from aircraftengines, power generation, water processing and sensor technology to medicalimaging, business and consumer financing, media content and industrial products.General Electric Company serves customers in more than 100 countries and employsmore than 300,000 people worldwide. • Following the Offer, Sondex will operate as part of GE Energy'sOptimization and Control business. Commenting on the Offer, Brian Palmer, Vice President of GE Energy'sOptimization and Control business, said: "Sondex will be an important addition to GE Energy's portfolio of businesses,complementing our existing Tensor product line. The company brings to us a broadrange of advanced products and technologies, as well as employees with a deepunderstanding of the customers they serve. We expect the combination to form asubstantial growth business for GE going forward." Commenting on the Offer, Iain Paterson, chairman of Sondex, said: "We believe that the Offer represents excellent value for the business and itsprospects and the directors are unanimous in recommending Sondex Shareholders tovote in favour of the Offer. The Offer provides Sondex Shareholders with theability to realise the value of their holdings at an attractive premium to thehistoric share price. The team at Sondex look forward to working in partnershipwith our new colleagues at GE Energy to continue to drive the business forwards." Commenting on the proposed transaction, Martin Perry, CEO of Sondex said: "The acquisition of Sondex by DWSL is an exciting move for our company andemployees. With GE Energy, we will have greater resources to further developinnovative new technologies and we will be able to provide an enhanced level ofglobal support to our customers." Enquiries: DWSL and General Electric CompanyFrank Farnel Tel: +33 3 8459 11116Mark Beckett Tel: +1 970 461 5232Jim Healy Tel: +1 518 385 4696 Credit Suisse (financial adviser to DWSL and General Electric Company)Stuart Upcraft Tel: +44 (0)20 7888 8888James Janoskey Sondex Tel: +44 (0)12 5286 2200Martin PerryChris Wilks Investec (financial adviser and corporate broker to Sondex) Tel: +44 (0)20 7597 5970James GracePatrick Robb College Hill Associates Limited (financial PR adviser to Sondex) Tel: +44 (0)20 7457 2020Nick ElwesPaddy Blewet This summary should be read in conjunction with the full text of the followingannouncement and the Appendices. The Scheme will be subject to the Conditionsand further terms set out in Appendix 1 to this announcement and to the fullterms and Conditions to be set out in the Scheme Document. Appendix 2 to thisannouncement contains source notes relating to certain information contained inthis announcement. Certain terms used in this announcement are defined inAppendix 4 to this announcement. This announcement is not intended to and does not constitute an offer to sell orsubscribe for or an invitation to purchase or subscribe for any securities orthe solicitation of any vote or approval in any jurisdiction pursuant to theOffer or otherwise. Any response in relation to the Offer should be made only onthe basis of the information in the Scheme Document or any document by which theOffer is made. Sondex will prepare the Scheme Document to be distributed toSondex Shareholders. Sondex and DWSL urge Sondex Shareholders to read the SchemeDocument when it becomes available because it will contain important informationrelating to the Offer. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Sondex and no-one elsein connection with the Offer and will not be responsible to anyone other thanSondex for providing the protections afforded to clients of Investec or forproviding advice in relation to the Offer. Credit Suisse, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for General Electric Companyand DWSL and no-one else in connection with the Offer and will not beresponsible to anyone other than General Electric Company or DWSL for providingthe protections afforded to clients of Credit Suisse or for providing advice inrelation to the Offer or to the matters referred to herein. The availability of the Offer to Sondex Shareholders who are not resident in andcitizens of the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located or of which they are citizens. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdictions. Further details in relation tooverseas shareholders will be contained in the Scheme Document. The distribution of this announcement in jurisdictions other than in the UnitedKingdom may be restricted by law and therefore any persons who are subject tothe laws of any jurisdiction other than the United Kingdom should informthemselves about, and observe, any applicable requirements. This announcementhas been prepared for the purposes of complying with English law and the CityCode and the information disclosed may not be the same as that which would havebeen disclosed if this announcement had been prepared in accordance with thelaws of any jurisdiction outside the United Kingdom. If the transaction is carried out by way of offer, the Offer will not be made,directly or indirectly, in, into or from any jurisdiction where to do so wouldviolate the laws in that jurisdiction. Accordingly, copies of this announcementand formal documentation relating to the Offer will not be and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where to do so would violate the laws in that jurisdiction. Notice to US investors The Offer relates to the shares in an English company and is being made by meansof a scheme of arrangement provided for under English company law. A transactioneffected by means of a scheme of arrangement is not subject to the proxy andtender offer rules under the US Exchange Act. Accordingly, the Offer is subjectto the disclosure requirements and practices applicable in the UK to schemes ofarrangement which differ from the disclosure requirements of the US proxy andtender offer rules. If DWSL exercises its right to implement the Offer by way ofa takeover offer, the Offer will be made in compliance with applicable US lawsand regulations. Sondex is organised under the laws of England. All of the directors of Sondexand most of its officers are residents of countries other than the UnitedStates, and most of the assets of Sondex are located outside of the UnitedStates. DWSL is a newly incorporated UK company wholly-owned by General ElectricCompany, a New York corporation, and formed in connection with the Offer. Youmay not be able to sue Sondex, DWSL or General Electric Company in a non-UScourt for violations of US securities laws. Neither the SEC nor any securities commission of any state of the United Stateshas (a) approved or disapproved of the Offer; (b) passed upon the merits orfairness of the Offer; or (c) passed upon the adequacy or accuracy of thedisclosure in this document. Any representation to the contrary is a criminaloffence in the United States. Forward-Looking Statements This announcement, oral statements made regarding the Offer, and otherinformation published by General Electric Company, GE Energy, DWSL and Sondexcontain "forward-looking statements". These statements are based on the currentexpectations of the management of General Electric Company, GE Energy, DWSL andSondex and are naturally subject to uncertainty and changes in circumstances.The forward-looking statements contained herein include statements about theexpected effects of the Offer on Sondex and DWSL, the expected timing and scopeof the Offer, enhanced customer support, access to greater resources and othersynergies, other strategic options and all other statements in this announcementother than historical facts. Forward-looking statements include, withoutlimitation, statements typically containing words such as "intends", "expects","anticipates", "believes", "estimates", "will" "may" and "should" and words ofsimilar import. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that willoccur in the future. There are a number of factors that could cause actualresults and developments to differ materially from those expressed or implied bysuch forward-looking statements. These factors include, but are not limited to,the satisfaction of the Conditions to the Offer, as well as additional factors,such as changes in economic conditions, changes in the level of capitalinvestment, success of business and operating initiatives and restructuringobjectives, customers' strategies and stability, changes in the regulatoryenvironment, fluctuations in interest and exchange rates, the outcome oflitigation, government actions and natural phenomena such as floods, earthquakesand hurricanes. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward-looking statements.Neither General Electric Company, GE Energy, DWSL, nor Sondex undertakes anyobligation to update publicly or revise forward-looking statements, whether as aresult of new information, future events or otherwise, except to the extentlegally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Sondex, all "dealings" in any "relevant securities" ofSondex (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 Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes effective, lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Sondex, they will be deemed to be a single personfor the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Sondex by DWSL or Sondex, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theBusiness 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 http://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 ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8to you, please contact an independent financial adviser authorised under theFinancial Services and Markets Act 2000, or consult the Panel's website atwww.thetakeoverpanel.org.uk. FOR IMMEDIATE RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS IN THAT JURISDICTION 3 September 2007 Recommended Cash Offer for Sondex PLC by Drilling and Wireline Solutions Limited, a wholly-owned subsidiary of General Electric Company 1. Introduction The boards of Drilling and Wireline Solutions Limited ("DWSL") and Sondex PLC ("Sondex" or the "Company") are pleased to announce that they have reachedagreement on the terms of a recommended cash offer to be made by DWSL, awholly-owned subsidiary of General Electric Company, for the entire issued andto be issued share capital of Sondex (the "Offer"). 2. The Offer It is intended that the Offer be implemented by way of a scheme of arrangementunder section 425 of the Companies Act. Under the Offer, which will be subject to the Conditions and furtherterms set out in Appendix 1 to this announcement and to be set out in the SchemeDocument, Scheme Shareholders will be entitled to receive: for each Sondex Share 460 pence in cash The Offer values Sondex's existing issued share capital at approximately £262.7million and the entire issued and to be issued share capital at approximately£288.7 million. The Offer of 460 pence per Sondex Share represents a premium of approximately: - 35.5 per cent. to the Closing Price of 339.5 pence per Sondex Share on30 August 2007, being the last Business Day prior to the date of theannouncement by Sondex that it was in discussions in relation to a possibleoffer; and - 38.1 per cent. to the average Closing Price of approximately 333.2pence per Sondex Share for the 30 days ended 30 August 2007. 3. Recommendation The directors of Sondex, who have been so advised by Investec, consider theterms of the Offer to be fair and reasonable. In providing its advice, Investechas taken into account the commercial assessments of the directors of Sondex.Accordingly, the directors of Sondex will unanimously recommend that SondexShareholders vote in favour of the Scheme and the resolutions at the CourtMeeting and the EGM, as they have irrevocably undertaken to do in respect oftheir own beneficial shareholdings. 4. Background to, and reasons for, recommending the Offer The Company listed on the Official List of the London Stock Exchange in June2003. Since then the Company has: - grown sales from £17.5 million for the year ended February 2004 to£68.5 million for the year ended February 2007; and - increased its share price from 100 pence per share to 339.5 pence pershare (the Closing Price on 30 August 2007 being the last Business Day prior tothe date of the announcement by Sondex that it was in discussions in relation toa possible offer) and its market capitalisation from £38.8 million on 12 June2003 to £193.9 million on 30 August 2007 (based on the Closing Price on the lastBusiness Day prior to the date of the announcement by Sondex that it was indiscussions in relation to a possible offer). Sondex operates in the oil services markets which have been experiencing aperiod of strong growth and consolidation. During the first half of 2007, the Company was approached by a number ofcompanies that operate in the same industry as Sondex, with a view to theiracquiring the Company. As a result the directors decided to undertake aconfidential process to establish if an acceptable offer for the Company wasavailable. The confidential process involved discussions with those parties who hadexpressed an interest and a number of other companies which the directorsconsidered might be interested in acquiring the Company. The result of theconfidential process is the Offer from DWSL. In considering whether to recommend the Offer, the directors of Sondex havetaken into account the following: - a process involving a number of interested parties was carried out toestablish the best price available from these parties; - the Offer represents both fair value to Sondex Shareholders today andadditional value for foregoing the opportunity to participate in the futuregrowth available to the Company; and - the Offer represents an opportunity for Sondex Shareholders to realisetheir entire investment in Sondex, in cash at a premium, within a relativelyshort period of time. 5. Background to and reasons for the Offer General Electric Company views Sondex as an attractive addition to its portfolioof businesses and an opportunity to enhance GE Energy's participation in a highgrowth segment of the oilfield technology industry. Sondex's products arecomplementary to the product range of GE Energy's Optimization and Controlbusiness and Sondex brings a pipeline of innovative new technologies that willfurther expand GE Energy's offering to its customers. General Electric Companybelieves that GE Energy's knowledge of the oil and gas sector combined with theskills and experience of the employees and management of Sondex will provide GEEnergy with a well-positioned platform for continued growth. GE Energy has served the oil and gas exploration and production industry withspecialised equipment from its Reuter Stokes Measurement Solutions product linesfor over 30 years. The Sondex acquisition will expand the product portfolio andallow customers worldwide to benefit from the combined capabilities, capacityand resources of the two businesses. 6. Information on Sondex Sondex designs, manufactures and markets electro-mechanical based equipment tooilfield service companies that run operations at well-sites on behalf of oil orgas companies. Sondex equipment is used by leading operators and servicecompanies worldwide and has established a reputation for quality andreliability. Corporate and financial growth has been matched by operational progress. Theproduct range is constantly being expanded and upgraded, driven by an annualinvestment of approximately 10 per cent. of revenues in research anddevelopment. For the year ended 28 February 2007, Sondex's turnover was £68.5 million (2006:£51.4 million), profit before tax was £8.5 million (2006: £7.5 million). The netassets of Sondex as at 28 February 2007 were £70.2 million (2006: £59.9million). Further information on Sondex is available on its website at www.sondex.com. 7. Current Trading and Prospects of Sondex Market conditions have remained favourable as operators of oil and gas fieldscontinue to turn to sophisticated technologies and instruments, such as thosesupplied by Sondex, to optimise recovery from maturing oil and gas fields.Revenues for the first half of the financial year have benefited from these goodmarket conditions and the position of Sondex's products in the industry. The directors of Sondex are confident in the trading prospects of the SondexGroup for the current financial year. 8. Information on DWSL and General Electric Company DWSL is a private company incorporated in the United Kingdom for the purpose ofimplementing the Offer. DWSL has not traded since its incorporation and its solecurrent activity relates to the implementation of the Offer. DWSL is awholly-owned subsidiary of General Electric Company. General Electric Company is a diversified technology, media and financialservices company, with products and services ranging from aircraft engines,power generation, water processing and sensor technology to medical imaging,business and consumer financing, media content and industrial products. GeneralElectric Company serves customers in more than 100 countries and employs morethan 300,000 people worldwide. For the year ended 31 December 2006, General Electric Company reported revenuesof US$163.4 billion (2005: US$148.0 billion), earnings from continuingoperations before income taxes of US$24.6 billion (2005: US$22.7 billion) anddiluted earnings per share from continuing operations of US$1.99 (2005:US$1.76). As at 31 December 2006, General Electric Company had totalstockholders' equity of US$112.3 billion (2005: US$109.4 billion). Further information on the General Electric Group is available on its web siteat www.ge.com. 9. Irrevocable Undertakings DWSL has received irrevocable undertakings to vote in favour of the Scheme andthe resolutions at the Court Meeting and the EGM from the directors of Sondex inrespect of all of their own beneficial holdings of Sondex Shares (and, whereapplicable, their connected persons) amounting, in aggregate, to 3,636,982Sondex Shares, representing approximately 6.4 per cent. of Sondex's entireexisting issued share capital. These undertakings will remain binding in theevent of a competing offer being made for Sondex. DWSL has also received non-binding letters of intent to vote in favour of theScheme and the resolutions at the Court Meeting and the EGM from SondexShareholders in respect of, in aggregate, 21,595,763 Sondex Shares, representinga further 37.8 per cent. of Sondex's entire existing issued share capital. Accordingly, DWSL has received, in aggregate, irrevocable undertakings andnon-binding letters of intent to vote in favour of the Scheme and theresolutions at the Court Meeting and the EGM from Sondex Shareholders in respectof 25,232,745 Sondex Shares, representing approximately 44.2 per cent. ofSondex's entire existing issued share capital. Further details of these irrevocable undertakings and non-binding letters ofintent are set out in Appendix 3 to this announcement. 10. Structure of the Offer The Offer is expected to be effected by means of a scheme of arrangement betweenSondex and the Scheme Shareholders under section 425 of the Companies Act. Theprocedure involves an application by Sondex to the Court to sanction the Schemeand to confirm the cancellation of all the Scheme Shares, in consideration forwhich the Scheme Shareholders will receive cash on the basis set out above. Before the Final Court Order can be sought, the Scheme will require approval byScheme Shareholders at a Court convened meeting and approval of the SondexShareholders of certain resolutions to be proposed at the EGM. The Court Meeting will be convened by order of the Court for the purposes ofconsidering and, if thought fit, approving the Scheme (with or withoutmodification). The Scheme will be approved at the Court Meeting if a majority innumber representing not less than 75 per cent. in value of the SchemeShareholders present and voting, either in person or by proxy, votes in favourof the Scheme. The EGM will be convened for the purposes of considering and, if thought fit,passing a special resolution to approve the reduction of Sondex's share capitaland the amendments to the articles of association of Sondex necessary toimplement the Scheme and any other resolutions that may be necessary. Once the necessary approvals from the Sondex Shareholders have been obtained andthe other Conditions have been satisfied or (where applicable) waived, theScheme will become effective upon sanction by the Court and registration of theFinal Court Order by the Registrar of Companies. Upon the Scheme becomingeffective, it will be binding on all Scheme Shareholders, irrespective ofwhether or not they attended or voted at the Court Meeting or the EGM. Under the Scheme, each Scheme Share will be cancelled and new Sondex Shares willbe issued fully paid to DWSL. In consideration for the cancellation of theirScheme Shares, Scheme Shareholders will receive consideration under the terms ofthe Offer as set out above. It is intended that, following the Scheme becoming effective, and subject toapplicable requirements of the London Stock Exchange, DWSL will procure thatSondex apply to the London Stock Exchange for the Sondex Shares to cease tradingand to the UK Listing Authority to remove the Sondex Shares from the OfficialList. It is also intended that Sondex will be re-registered as a private limitedcompany as part of the Scheme. DWSL and Sondex have agreed that, if DWSL so elects, the Offer may beimplemented by way of a takeover offer. In this event, that offer will beimplemented on the same terms, so far as applicable, as those which would applyto the Scheme. If DWSL does elect to implement the Offer by way of a takeoveroffer, and if sufficient acceptances of such offer are received and/orsufficient Sondex Shares are otherwise acquired, it is the intention of DWSL toapply the provisions of sections 979 to 982 (inclusive) of the Companies Act2006 to acquire compulsorily any outstanding Sondex Shares to which such offerrelates. 11. Expected Timetable It is intended that the Scheme Document containing further details of the Schemewill shortly be despatched to Sondex Shareholders and, for information only, toparticipants in the Sondex Share Schemes. The Meetings will be held in October.The Scheme Document will include the notices of the Meetings and full details ofthe Scheme together with the expected timetable, and will specify the necessaryactions to be taken by the Sondex Shareholders. The Scheme is expected to becomeeffective by 26 October 2007 and the consideration due to Scheme Shareholders isexpected to be despatched on the Effective Date. 12. Financing the Offer The cash consideration payable by DWSL to Scheme Shareholders under the Offerwill be funded using existing cash resources of the GE Group. Credit Suisse, financial adviser to DWSL, is satisfied that sufficient financialresources are available to DWSL to enable it to satisfy in full the cashconsideration payable under the Offer. 13. Management, employees and pensions DWSL values highly the skills, knowledge and expertise of Sondex's existingmanagement and employees. DWSL has given assurances to the directors of Sondexthat the existing employment rights of the management and employees of Sondexwill be safeguarded upon the Scheme becoming effective. 14. Sondex Share Schemes Participants in the Sondex Share Schemes will be contacted regarding the effectof the Offer on their rights under these schemes and appropriate proposals willbe made to such participants in due course. 15. Arrangements between DWSL and Sondex in relation to the Offer Sondex and DWSL have entered into an agreement in respect of various mattersrelated to the Offer (the "Offer Agreement"). Under the Offer Agreement Sondex has agreed to pay DWSL an inducement fee of£2,886,700 (plus VAT to the extent it is fully recoverable by Sondex) if, insummary: (i) a competing proposal for Sondex is made before the Offer lapses oris withdrawn and that proposal or any other competing proposal is completed;(ii) the directors of Sondex withdraw or modify their recommendation of theOffer and the Offer lapses or is withdrawn; (iii) Sondex delays implementationof the Scheme in accordance with the timetable agreed with DWSL and the Offersubsequently lapses or is withdrawn; or (iv) Sondex fails to assist DWSL withobtaining any required clearances in connection with the Offer. Sondex has agreed that before the Offer lapses, it will not enter into anyinducement fee or similar arrangement with any third party. Sondex has also agreed in the Offer Agreement that if it receives an approachrelating to a competing proposal for Sondex which it intends to recommendinstead of the Offer, it will notify DWSL of the terms of that competingproposal and will not withdraw or modify its recommendation of the Offer unlesseither: (i) DWSL informs Sondex that it is not willing to revise the Offer suchthat the directors of Sondex continue to recommend the Offer; (ii) DWSL doesnot, within 72 hours of being notified of the competing proposal, confirm thatit is willing to revise the Offer such that the directors of Sondex determine tocontinue to recommend the Offer; or (iii) DWSL, having confirmed within 72 hoursof being notified of the competing proposal that it is willing to revise itsOffer such that the directors of Sondex determine to continue to recommend theOffer, fails within 108 hours of receipt of such notice to announce such revisedOffer. The Offer Agreement also contains non-solicitation obligations on the part ofSondex in relation to competing proposals and obligations on Sondex to notifyDWSL about other approaches from any bona fide potential offeror in relation tocompeting proposals. 16. Disclosure of interests in Sondex Save for the irrevocable undertakings referred to in paragraph 9 above, as atthe close of business on 31 August 2007, the last Business Day prior to the dateof this announcement, neither General Electric Company, DWSL, nor any of thedirectors of General Electric Company or DWSL, nor, so far as General ElectricCompany or DWSL are aware, any person acting in concert with General ElectricCompany or DWSL has any interest in, or right to subscribe for, any SondexShares or securities convertible or exchangeable into Sondex Shares ("SondexSecurities"), nor does any such person have any short position (whetherconditional or absolute and whether in the money or otherwise) including shortpositions under derivatives or arrangement in relation to Sondex Securities. Forthese purposes, "arrangement" includes any indemnity or option arrangement orany agreement or understanding, formal or informal, of whatever nature, relatingto Sondex Securities which may be an inducement to deal or refrain from dealingin such securities. In the interests of secrecy prior to this announcement, DWSLhas not made any enquiries in this respect of the matters referred to in thisparagraph of certain parties who may be deemed by the Panel to be acting inconcert with them for the purposes of the Scheme. Enquiries of such parties willbe made as soon as practicable following the date of this announcement and anymaterial disclosure in respect of such parties will be included in the SchemeDocument. 17. General The Offer will comply with the applicable rules and regulations of the UKListing Authority, the London Stock Exchange and the City Code. The Offer willbe governed by English law and will be subject to the jurisdiction of theEnglish courts and the Conditions and further terms set out in Appendix 1 tothis announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 4 to thisannouncement. This announcement is not intended to and does not constitute an offer to sell orsubscribe for or an invitation to purchase or subscribe for any securities orthe solicitation of any vote or approval in any jurisdiction pursuant to theOffer or otherwise. Any response in relation to the Offer should be made only onthe basis of the information in the Scheme Document or any document by which theOffer is made. Sondex will prepare the Scheme Document to be distributed toSondex Shareholders. Sondex and DWSL urge Sondex Shareholders to read the SchemeDocument when it becomes available because it will contain important informationrelating to the Offer. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Sondex and no-one elsein connection with the Offer and will not be responsible to anyone other thanSondex for providing the protections afforded to clients of Investec or forproviding advice in relation to the Offer. Credit Suisse, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for General Electric Companyand DWSL and no-one else in connection with the Offer and will not beresponsible to anyone other than General Electric Company or DWSL for providingthe protections afforded to clients of Credit Suisse or for providing advice inrelation to the Offer or to the matters referred to herein. The availability of the Offer to Sondex Shareholders who are not resident in andcitizens of the United Kingdom may be affected by the laws of the relevantjurisdictions in which they are located or of which they are citizens. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdictions. Further details in relation tooverseas shareholders will be contained in the Scheme Document. The distribution of this announcement in jurisdictions other than in the UnitedKingdom may be restricted by law and therefore any persons who are subject tothe laws of any jurisdiction other than the United Kingdom should informthemselves about, and observe any applicable requirements. This announcement hasbeen prepared for the purposes of complying with English law and the City Codeand the information disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofany jurisdiction outside the United Kingdom. If the transaction is carried out by way of offer, the Offer will not be made,directly or indirectly, in, into or from any jurisdiction where to do so wouldviolate the laws in that jurisdiction. Accordingly, copies of this announcementand formal documentation relating to the Offer will not be and must not be,mailed or otherwise forwarded, distributed or sent in, into or from anyjurisdiction where to do so would violate the laws in that jurisdiction. Notice to US investors The Offer relates to the shares in an English company and is being made by meansof a scheme of arrangement provided for under English company law. A transactioneffected by means of a scheme of arrangement is not subject to the proxy andtender offer rules under the US Exchange Act. Accordingly, the Offer is subjectto the disclosure requirements and practices applicable in the UK to schemes ofarrangement which differ from the disclosure requirements of the US proxy andtender offer rules. If DWSL exercises its right to implement the Offer by way ofa takeover offer, the Offer will be made in compliance with applicable US lawsand regulations. Sondex is organised under the laws of England. All of the directors of Sondexand most of its officers are residents of countries other than the UnitedStates, and most of the assets of Sondex are located outside of the UnitedStates. DWSL is a newly incorporated UK company wholly-owned by General ElectricCompany, a New York corporation, and formed in connection with the Offer. Youmay not be able to sue Sondex, DWSL or General Electric Company in a non-UScourt for violations of US securities laws. Neither the SEC nor any securities commission of any state of the United Stateshas (a) approved or disapproved of the Offer; (b) passed upon the merits orfairness of the Offer; or (c) passed upon the adequacy or accuracy of thedisclosure in this document. Any representation to the contrary is a criminaloffence in the United States. Forward-Looking Statements This announcement, oral statements made regarding the Offer, and otherinformation published by General Electric Company, GE Energy, DWSL and Sondexcontain "forward-looking statements". These statements are based on the currentexpectations of the management of General Electric Company, GE Energy, DWSL andSondex and are naturally subject to uncertainty and changes in circumstances.The forward-looking statements contained herein include statements about theexpected effects of the Offer on Sondex and DWSL, the expected timing and scopeof the Offer, enhanced customer support, access to greater resources and othersynergies, other strategic options and all other statements in this announcementother than historical facts. Forward-looking statements include, withoutlimitation, statements typically containing words such as "intends", "expects","anticipates", "believes", "estimates", "will" "may" and "should" and words ofsimilar import. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that willoccur in the future. There are a number of factors that could cause actualresults and developments to differ materially from those expressed or implied bysuch forward-looking statements. These factors include, but are not limited to,the satisfaction of the Conditions to the Offer, as well as additional factors,such as changes in economic conditions, changes in the level of capitalinvestment, success of business and operating initiatives and restructuringobjectives, customers' strategies and stability, changes in the regulatoryenvironment, fluctuations in interest and exchange rates, the outcome oflitigation, government actions and natural phenomena such as floods, earthquakesand hurricanes. Other unknown or unpredictable factors could cause actualresults to differ materially from those in the forward-looking statements.Neither General Electric Company, GE Energy, DWSL, nor Sondex undertakes anyobligation to update publicly or revise forward-looking statements, whether as aresult of new information, future events or otherwise, except to the extentlegally required. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Sondex, all "dealings" in any "relevant securities" ofSondex (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 Business Day following the date of therelevant transaction. This requirement will continue until the date on which theOffer becomes effective lapses or is otherwise withdrawn or on which the "offerperiod" otherwise ends. If two or more persons act together pursuant to anagreement or understanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Sondex, they will be deemed to be a single personfor the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Sondex by DWSL or Sondex, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theBusiness 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 http://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 ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to the application of Rule 8to you, please contact an independent financial adviser authorised under theFinancial Services and Markets Act 2000, or consult the Panel's website atwww.thetakeoverpanel.org.uk. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMSOF THE OFFER PART A: Conditions of the Offer 1. The Offer will be conditional upon the Scheme becoming unconditional andbecoming effective, subject to the City Code, by no later than the date falling120 days after the date on which the Scheme Document is posted, or such laterdate (if any) as DWSL, Sondex and (if required) the Court may agree. 2. The Scheme will be conditional upon: A. approval of the Scheme by a majority in number representing 75 per cent.or more in value of the Scheme Shareholders entitled to vote and present andvoting, either in person or by proxy, at the Court Meeting or at any adjournmentof that meeting; B. all resolutions necessary to approve and implement the Scheme as set outin the notice of the EGM in the Scheme Document being duly passed by therequisite majority at the EGM or at any adjournment of that meeting; and C. the sanction (without modification or with modification as agreed bySondex and DWSL) of the Scheme and the confirmation of the Capital Reductioninvolved therein by the Court and: i. the delivery of an office copy of the Final Court Order and theminute of such reduction attached thereto to the Registrar of Companies; and ii. the registration, in relation to the Capital Reduction, of theFinal Court Order by the Registrar of Companies. 3. In addition, DWSL and Sondex have agreed that, subject to paragraph 4below, the Offer will be conditional upon the following Conditions and,accordingly, the delivery of an office copy of the Final Court Order and theminute of such reduction attached thereto will not be delivered to the Registrarof Companies and, in relation to the Capital Reduction, the Final Court Orderwill not be registered by the Registrar of Companies, unless such Conditions (asamended if appropriate) have been satisfied (and continue to be satisfiedpending the commencement of the Court Hearing) or waived: A. all Authorisations, which are necessary or are reasonably considerednecessary or appropriate by DWSL in any relevant jurisdiction for or in respectof the Offer or the proposed acquisition of any shares or other securities in,or control or management of any member of the Wider Sondex Group by DWSL or thecarrying on by any member of the Wider Sondex Group of its business, having beenobtained, in terms and in a form reasonably satisfactory to DWSL, from allappropriate Third Parties or from any persons or bodies with whom any member ofthe Wider Sondex Group has entered into contractual arrangements and suchAuthorisations remaining in full force and effect and there being no notice orintimation of any intention to revoke, suspend, restrict, modify or not to renewany of the same in connection with the Offer or any other matter arising fromthe proposed acquisition of any shares or other securities in, or control ormanagement of, any member of the Wider Sondex Group by DWSL; B. all notifications and filings which are necessary or are reasonablyconsidered appropriate by DWSL having been made, all appropriate waiting andother time periods (including any extensions of such waiting and other timeperiods) under any applicable laws or regulations of any relevant jurisdictionhaving expired, lapsed or been terminated (as appropriate), all statutory orregulatory obligations in any relevant jurisdictions having been complied withand all statutory and regulatory clearances in any relevant jurisdiction havingbeen obtained in terms and in a form reasonably satisfactory to DWSL, in eachcase in connection with the Offer or any matter arising from the proposedacquisition of any shares or other securities in, or control or management of,any member of the Wider Sondex Group by DWSL, unless otherwise waived by DWSL,and no temporary restraining order, preliminary or permanent injunction or otherorder threatened or issued and being in effect by a court or other Third Partyof competent jurisdiction which has the effect of making the Offer illegal orotherwise prohibiting the consummation of the Offer or any matter arising fromthe proposed acquisition of any shares or other securities in, or control ormanagement of, any member of the Wider Sondex Group by DWSL; C. no Third Party having intervened (as defined below) and there notcontinuing to be outstanding any statute, regulation or order of any Third Partywhich would be expected to: i. make the Offer or its implementation or the proposedacquisition by DWSL of any shares or other securities in, or control ormanagement of, any member of the Wider Sondex Group, void, illegal orunenforceable in any jurisdiction, or otherwise directly or indirectly restrain,prevent, prohibit, restrict or delay the same or impose additional conditions orobligations with respect to the Offer or such acquisition, or otherwise impede,challenge or interfere with the Offer or such acquisition, or require amendmentto the terms of the Offer or the proposed acquisition of any Sondex Shares orthe acquisition of control or management of Sondex or the Wider Sondex Group byDWSL; ii. limit or delay, or impose any limitations on, the abilityof DWSL or any member of the Wider GE Group or any member of the Wider SondexGroup to acquire or to hold or to exercise effectively, directly or indirectly,all or any rights of ownership in respect of shares or other securities in, orto exercise voting or management control over, any member of the Wider SondexGroup; iii. prevent, delay or alter the terms envisaged for anyproposed divestiture or require any additional divestiture by DWSL or any memberof the Wider GE Group of any shares or other securities in Sondex; iv. prevent or delay or alter the terms envisaged for anyproposed divestiture or require any additional divestiture by DWSL or any memberof the Wider GE Group or by any member of the Wider Sondex Group of all or anyportion of their respective businesses, assets or properties or limit theability of any of them to conduct any of their respective businesses or to ownor control any of their respective businesses, assets or properties or any partthereof; v. require DWSL or any member of the Wider GE Group or anymember of the Wider Sondex Group to acquire, or to offer to acquire, any sharesor other securities (or the equivalent) in any member of either group owned byany Third Party; vi. limit the ability of DWSL or any member of the Wider GEGroup or any member of the Wider Sondex Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of thebusinesses of any other member of the Wider Sondex Group in each case in amanner which is material in the context of the Scheme, or as the case may be, inthe context of the Wider Sondex Group or the Wider GE Group taken as a whole; vii. result in any member of the Wider Sondex Group ceasing tobe able to carry on business under any name under which it presently does so; or viii. otherwise adversely affect any or all of the business,assets, profits, financial or trading position or prospects of any member of theWider GE Group or any member of Wider Sondex Group to an extent which ismaterial in the context of the Scheme or, as the case may be, in the context ofthe Wider Sondex Group or the Wider GE Group taken as a whole, and all applicable waiting and other time periods (including any extensions ofsuch waiting and other time periods) during which any Third Party couldintervene under any applicable legislation or regulation of any relevantjurisdiction having expired, lapsed or been terminated (as appropriate); D. since 28 February 2007 and except as disclosed in Sondex's annual reportand accounts for the year then ended or as publicly announced by Sondex prior tothe date of this announcement (by the delivery of an announcement to aRegulatory Information Service) or as fairly disclosed prior to the date of thisannouncement to DWSL or its advisers by or on behalf of Sondex, there being noprovision of any arrangement, agreement, licence, permit, franchise or otherinstrument to which any member of the Wider Sondex Group is a party, or by or towhich any such member or any of its assets is or are or may be bound, entitledor subject or any circumstance, which, in each case as a consequence of theOffer or the proposed acquisition of any shares or other securities in, orcontrol or management of Sondex or any other member of the Wider Sondex Group byDWSL or otherwise, could or might result (in each case to an extent which ismaterial in the context of the Scheme or, as the case may be, in the context ofthe Wider Sondex Group taken as a whole) in: i. any moniesborrowed by or any other indebtedness or liabilities (actual or contingent) of,or any grant available to, any member of the Wider Sondex Group being orbecoming repayable or capable of being declared repayable immediately or priorto its stated repayment date or the ability of any member of the Wider SondexGroup to borrow monies or incur any indebtedness being withdrawn or inhibited orbecoming capable of being withdrawn; ii. thecreation or enforcement of any mortgage, charge or other security interest overthe whole or any part of the business, property, assets or interests of anymember of the Wider Sondex Group or any such mortgage, charge or other securityinterest (wherever created, arising or having arisen) becoming enforceable; iii. any sucharrangement, agreement, licence, permit, franchise or other instrument, or therights, liabilities, obligations or interests of any member of the Wider SondexGroup thereunder, being, or becoming capable of being, terminated or adverselymodified or affected or any adverse action being taken or any obligation orliability arising thereunder; iv. any assets or interests of any member of the Wider SondexGroup being or falling to be disposed of or ceasing to be available to anymember of the Sondex Group or any right arising under which any such asset orinterest could be required to be disposed of or could cease to be available toany member of the Sondex Group; v. any member of the Wider Sondex Group ceasing to be able tocarry on business under any name under which it presently does so; vi. the creation of liabilities (actual or contingent) by anymember of the Wider Sondex Group; vii. the rights, liabilities, obligations or interests of anymember of the Wider Sondex Group under any such arrangement, agreement, licence,permit, franchise or other instrument or the interests or business of any suchmember in or with any other person, firm, company or body (or any arrangement orarrangements relating to any such interests or business) being terminated oradversely modified or affected or any adverse action taken; or viii. the financial or trading position or the prospect or thevalue of any member of the Wider Sondex Group being prejudiced or adverselyaffected, and, except as aforesaid, no event having occurred which, under any provision ofany such arrangement, agreement, licence, permit, franchise or other instrument,could result in or would be reasonably likely to result in any of the events orcircumstances which are referred to in paragraphs (i) to (viii) of thisCondition 3(D) to an extent which is material in the context of the Scheme, oras the case may be, in the context of the Wider Sondex Group taken as a whole; E. since 28 February 2007 and except as disclosed in Sondex's annual reportand accounts for the year then ended or as otherwise publicly announced bySondex prior to the date of this announcement (by the delivery of anannouncement to a Regulatory Information Service) or as otherwise fairlydisclosed prior to the date of this announcement to DWSL or its advisers by oron behalf of Sondex, no member of the Wider Sondex Group having: i. issued or agreed to issue, or authorised the issue of,additional shares of any class, or securities convertible into or exchangeablefor, or rights, warrants or options to subscribe for or acquire, any such sharesor convertible securities or transferred or sold any shares out of treasury,other than: a) to other members of the Sondex Group; or b) shares issued pursuant to the exercise of options or the vesting ofawards in each case granted under the Sondex Share Schemes or under anemployee's terms of employment; ii. purchased or redeemed or repaid any of its own shares orother securities or reduced or, save in respect of the matters mentioned inparagraph (i) above, made any other change to any part of its share capital; iii. recommended, declared, paid or made any dividend or otherdistribution whether payable in cash or otherwise or made any bonus issue (otherthan to a member of the Sondex Group); iv. except as between members of the Sondex Group, made orauthorised any change in its loan capital; v. merged with, demerged or acquired any body corporate,partnership or business or acquired or disposed of or transferred, mortgaged,charged or created any security interest over any assets or any right, title orinterest in any assets (including shares in any undertaking and tradeinvestments) or authorised the same (in each case other than in the ordinarycourse of business), save for any transaction between members of the SondexGroup (which in any case is material in the context of the Wider Sondex Grouptaken as a whole); vi. issued, agreed to issue or authorised the issue of, or madeany change in or to, any debentures or incurred or increased any indebtedness orliability (actual or contingent), in each case other than as between members ofthe Sondex Group other than indebtedness incurred in the normal course ofbusiness; vii. entered into, varied, or authorised any contract,agreement, transaction, arrangement or commitment other than in the ordinarycourse of business (whether in respect of capital expenditure or otherwise)which: a) is of a long term, onerous or unusual nature or magnitude or which couldbe expected to involve an obligation of such nature or magnitude; or b) could restrict the business of any member of the Wider Sondex Group; (which in any case is material in the context of the Wider Sondex Group taken asa whole); viii. entered into, implemented, effected or authorised anyreconstruction, amalgamation, scheme, commitment or other transaction orarrangement otherwise than in the ordinary course of business; ix. entered into or varied the terms of, any contract,agreement, commitment, transaction or arrangement with any director or seniorexecutive of Sondex; x. other than by way of a solvent winding-up in respect of amember which is dormant at the relevant time, taken any corporate action or hadany legal proceedings instituted or threatened against it or petition presentedor order made for its winding-up (voluntarily or otherwise), dissolution orreorganisation or for the appointment of a receiver, administrator,administrative receiver, trustee or similar officer of all or any part of itsassets and revenues or any analogous proceedings in any jurisdiction orappointed any analogous person in any jurisdiction; xi. been unable, or admitted in writing that it is unable, topay 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 allor a substantial part of its business; xii. waived or compromised any claim which is material in thecontext of the Wider Sondex Group taken as a whole; xiii. made any alteration to its memorandum or articles ofassociation; xiv. made or agreed or consented to any change to: a) the terms of the pension arrangement to which any member of the SondexGroup contributes for its directors, employees or their dependants; or b) the benefits which accrue or to the pensions which are payable thereunder;or c) the basis on which qualification for, or accrual or entitlement to suchbenefits or pensions are calculated or determined; xv. proposed, agreed to provide or modified the terms of anyshare option scheme, incentive scheme or other benefit relating to theemployment or termination of employment of any person employed by the WiderSondex Group; or xvi. entered into any contract, agreement, commitment,transaction or arrangement or passed any resolution or made any offer (whichremains open for acceptance) or proposed or announced any intention with respectto any of the transactions, matters or events referred to in this Condition3(E); F. since 28 February 2007 and except as disclosed in Sondex's annual reportand accounts for the year then ended or as otherwise publicly announced bySondex prior to the date of this announcement (by the delivery of anannouncement to a Regulatory Information Service) or as otherwise fairlydisclosed prior to the date of this announcement to DWSL or its advisers by oron behalf of Sondex in each case which is material in the context of the WiderSondex Group taken as a whole: i. there having been no adverse change or deterioration inthe business, assets, financial or trading position or profit or prospects ofany member of the Wider Sondex Group; ii. no contingent or other liability of any member of theWider Sondex Group having arisen or become apparent or increased, which in anycase would be likely to adversely affect any member of the Wider Sondex Group; iii. no litigation, arbitration proceedings, prosecution orother legal proceedings to which any member of the Wider Sondex Group is or maybecome a party (whether as plaintiff, defendant or otherwise) having beenthreatened, announced, implemented or instituted by or against or remainingoutstanding against or in respect of any member of the Wider Sondex Group, whichin any case might be expected to adversely affect any member of the Wider SondexGroup; iv. no steps having been taken which are likely to result inthe withdrawal, cancellation, termination or modification of any licence held byany member of the Wider Sondex Group which is necessary for the proper carryingon of its business; and v. (other than as a result of the Offer) no enquiry orinvestigation by, or complaint or reference to, any Third Party having beenthreatened, announced, implemented, instituted by or against or remainingoutstanding against or in respect of any member of the Wider Sondex Group; G. since 28 February 2007 and except as disclosed in Sondex's annual reportand accounts for the year then ended or as otherwise publicly announced bySondex prior to the date of this announcement (by the delivery of anannouncement to a Regulatory Information Service) or as otherwise fairlydisclosed prior to the date of this announcement to DWSL or its advisers by oron behalf of Sondex, DWSL not having discovered: i. that any financial or business or other informationconcerning the Wider Sondex Group disclosed at any time by or on behalf of anymember of the Wider Sondex Group is materially misleading or contains anymaterial misrepresentation of fact or omits to state a fact necessary to makeany information contained therein not misleading; or ii. that any member of the Wider Sondex Group is subject toany material liability (actual or contingent) which is not disclosed in Sondex'sannual report and accounts for the financial year ended 28 February 2007; or iii. any information which affects the import of anyinformation disclosed at any time by or on behalf of any member of the WiderSondex Group which is adverse and which is material in the context of the WiderSondex Group taken as a whole; H. since 28 February 2007 and except as disclosed in Sondex's annual reportand accounts for the year then ended or as otherwise publicly announced bySondex prior to the date of this announcement (by the delivery of anannouncement to a Regulatory Information Service) or as otherwise fairlydisclosed prior to the date of this announcement to DWSL or its advisers by oron behalf of Sondex, DWSL not having discovered that: i. any past or present member of the Wider Sondex Group hasnot complied with any applicable legislation or regulations of any jurisdictionwith regard to the use, treatment, handling, storage, transport, release,disposal, discharge, spillage, leak or emission of any waste or hazardoussubstance or any substance likely to impair the environment or harm humanhealth, or otherwise relating to environmental matters or the health and safetyof any person, or that there has otherwise been any such use, treatment,handling, storage, transport, release, disposal, discharge, spillage, leak oremission (whether or not this constituted a non-compliance by any person withany legislation or regulations and wherever the same may have taken place)which, in any case, would be likely to give rise to any liability (whetheractual or contingent) or cost on the part of any member of the Wider SondexGroup which is material in the context of the Wider Sondex Group taken as awhole; ii. there is, or is likely to be, any liability, whetheractual or contingent, to make good, repair, reinstate or clean up any propertynow or previously owned, occupied or made use of by any past or present memberof the Wider Sondex Group or any other property or any controlled waters underany environmental legislation, regulation, notice, circular, order or otherlawful requirement of any relevant authority or Third Party or otherwise whichis material in the context of the Wider Sondex Group taken as a whole; or iii. circumstances exist whereby a person or class of personswould be likely to have a claim in respect of any product or process ofmanufacture or materials used therein now or previously manufactured, sold orcarried out by any past or present member of the Wider Sondex Group which ismaterial in the context of the Wider Sondex Group taken as a whole. 4. Subject to the requirements of the Panel, DWSL reserves the right towaive all or any of Conditions 3(A) to 3(H) inclusive, in whole or in part. DWSLshall be under no obligation to waive or treat as fulfilled any of Conditions 3(A) to 3(H) inclusive by a date earlier than the date specified in Condition 1for the fulfilment thereof, notwithstanding that other of Conditions 3(A) to 3(H) inclusive may at such earlier date have been waived or fulfilled and thatthere are at such earlier date no circumstances indicating that any of suchConditions may not be capable of fulfilment. 5. If DWSL is required by the Panel to make an offer for any Sondex Sharesunder Rule 9 of the City Code, DWSL may make such alterations to the aboveConditions as are necessary to comply with that Rule. 6. The Offer will lapse (unless otherwise agreed by the Panel) if,following the posting of the Scheme Document, there is a referral in respect ofthe Offer by the Office of Fair Trading to the Competition Commission before thedate of the Court Meeting. DWSL reserves the absolute right to elect to implement the Offer by way of atakeover offer as it may determine in its absolute discretion. In such event,such offer will be implemented on the same terms (subject to appropriateamendments, including (without limitation) an acceptance condition set at 90 percent. (or such lesser percentage (being more than 50 per cent.) as DWSL maydecide) of the Sondex Shares to which such offer relates), so far as applicable,as those which would apply to the Scheme. PART B: Certain further terms of the Offer 1. For the purpose of these Conditions, a Third Party shall be regarded ashaving "intervened" if it has decided to take, institute, implement or threatenany action, proceeding, suit, investigation, enquiry or reference or made,proposed or enacted any statute, regulation, decision or order or taken anymeasures or other steps or required any action to be taken or information to beprovided or otherwise having done anything, and "intervene" shall be construedaccordingly. 2. The Sondex Shares will be acquired by DWSL fully paid and free from allliens, equitable interests, charges, encumbrances, rights of pre-emption andother third party rights of any nature whatsoever and together with all rightsnow or hereafter attaching thereto including the right to receive and retain alldividends and other distributions (if any) announced, declared or paid on orafter the date of this announcement. 3. The Offer will be subject, amongst other things, to those terms whichwill be set out in the Scheme Document and such further terms as may be requiredto comply with the Listing Rules and the provisions of the City Code. 4. The availability of the Offer to persons not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about andobserve any applicable requirements. 5. This announcement and any rights or liabilities arising hereunder, theOffer, the Scheme and any proxies will be governed by English law and be subjectto the jurisdiction of the English courts. The City Code, so far as appropriate,applies to the Offer. APPENDIX 2 BASES AND SOURCES AND OTHER INFORMATION 1. The value attributed to the existing issued share capital of Sondex isbased upon 57,108,853 Sondex Shares in issue as at 30 August 2007. The valueattributed to the entire issued and to be issued share capital of Sondex isbased upon the aggregate of (i) that number of Sondex Shares in issue, (ii) anadditional 4,106,641 Sondex Shares issuable on the exercise of share options and(iii) a further 1,540,165 Sondex Shares issuable as deferred consideration undercertain acquisition agreements, on the assumption that the deferredconsideration becomes payable. 2. The financial information on Sondex is extracted from Sondex's annualreport and accounts for the year ended 28 February 2007. 3. The financial information on General Electric Company is extracted orprovided (without material adjustment) from the audited consolidated financialstatements of General Electric Company for the year ended 31 December 2006. 4. All prices for Sondex Shares have been derived from the Daily OfficialList and represent the Closing Price on the relevant date. 5. The market capitalisation of Sondex on 12 June 2003 is based upon 38,824,330Sondex Shares in issue on that date. APPENDIX 3 DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT The following directors of Sondex have given irrevocable undertakings asdescribed in paragraph 9 of this announcement in respect of the number of SondexShares set out below: Name Number of % of Sondex's Issued Sondex Shares Share Capital1.1 Martin Perry 1,717,310 3.01%1.2 William 1,137,605 1.99%Stuart-Bruges1.3 Christopher 728,568 1.28%Wilks1.4 William Colvin 20,833 0.04%1.5 Robin 17,333 0.03%Pinchbeck1.6 Iain Paterson 15,333 0.02%1.7 Total 3,636,982 6.37% In addition, the directors of Sondex have agreed that the undertaking to vote infavour of the Scheme and the resolutions at the Court Meeting and the EGM willextend to shares issued to them before the Offer becomes effective on theexercise of options (other than on the exercise of options under the approvedpart of Sondex's All Employee Share Option Plan or SAYE Scheme). The following Sondex Shareholders have given non-binding letters of intent asdescribed in paragraph 9 of this announcement in respect of the number of SondexShares set out below: Name Number of % of Sondex's Issued Sondex Shares Share CapitalBlackrock Investment Management (UK) Limited 6,505,167 11.39%Insight Investment Management (Global) Limited 3,643,875 6.38%Schroder Investment Management Limited 3,373,181 5.91%F&C Managed Pension Funds Limited 3,159,546 5.53%F&C Management LimitedF&C Asset Managers LimitedMorley Fund Management Limited 2,747,139 4.81%Hermes Investment Management Limited 2,166,855 3.80%Total 21,595,763 37.82% APPENDIX 4 DEFINITIONS The following definitions apply throughout this announcement unless the contextrequires otherwise. Authorisations authorisation orders, directions, rules, grants, recognitions, determinations, certifications, confirmations, consents, clearances, provisions and approvals Business Day a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business Capital Reduction the proposed reduction of the share capital of Sondex pursuant to the Court Hearing City Code or Code the City Code on Takeovers and Mergers Closing Price the closing middle market price of a Sondex Share as derived from the Daily Official List Companies Act the Companies Act 1985 (as amended) Conditions the conditions to the implementation of the Offer, as set out in Appendix 1 of this announcement and to be set out in the Scheme Document Court the High Court of Justice in England and Wales Court Hearing the hearing by the Court of the petition to sanction the Scheme, to confirm the Capital Reduction and to grant the Final Court Order Court Meeting the meeting or meetings of Sondex Shareholders to be convened by order of the Court pursuant to section 425 of the Companies Act to approve the Scheme Credit Suisse Credit Suisse Securities (Europe) Limited Daily Official List the daily official list of the London Stock Exchange DWSL Drilling and Wireline Solutions Limited, a private limited company registered in England under number 6339979 and a wholly-owned subsidiary of General Electric Company Effective Date the date on which the Scheme becomes effective EGM (or Extraordinary General the extraordinary general meeting of Sondex Shareholders to beMeeting) convened to consider and, if thought fit, pass certain resolutions required to implement the Scheme and the Offer Final Court Order the order of the Court sanctioning the Scheme under section 425 of the Companies Act, confirming the Capital Reduction under section 137 of the Companies Act and authorising the re-registration of Sondex as a private company under section 139 of the Companies Act General Electric Company General Electric Company, a New York corporation with primary listing on the New York Stock Exchange and secondary listings on the London Stock Exchange and Euronext Paris GE Energy GE Energy is a business unit within GE Infrastructure, which is one of six primary businesses of General Electric Company GE Group General Electric Company and its subsidiary undertakings Investec Investec Investment Banking, a division of Investec Bank (UK) Limited 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 Authority's publication of the same name London Stock Exchange London Stock Exchange PLC Meetings the Court Meeting and the Extraordinary General Meeting Offer the proposed offer by DWSL to acquire Sondex to be implemented by way of the Scheme and the other matters relevant thereto to be considered at the Court Meeting and the Extraordinary General Meeting or, in DWSL's absolute discretion, by way of takeover offer Official List the Official List of the UK Listing Authority Panel the Panel on Takeovers and Mergers Pence or £ the lawful currency of the United Kingdom Registrar of Companies the Registrar of Companies in England and Wales, within the meaning of the Companies Act Scheme the scheme of arrangement proposed to be made under section 425 of the Companies Act between Sondex and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by DWSL Scheme Document the document containing and setting out the Scheme and the notice convening the Court Meeting and Extraordinary General Meeting expected to be published and sent to Sondex Shareholders shortly Scheme Shareholders the holders of Scheme Shares Scheme Shares Sondex Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and (iii) (if any) issued on or after the Scheme Voting Record Time and at or prior to 6.00 pm (London time) on the day before the Court Hearing either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the holders thereof shall have agreed to be bound by the Scheme, but excluding any Sondex Shares held by General Electric Company or DWSL Scheme Voting Record Time the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined SEC The US Securities and Exchange Commission Sondex or the Company Sondex PLC Sondex Group Sondex and its subsidiary undertakings Sondex Shares ordinary shares of 10 pence each in the capital of Sondex Sondex Share Schemes the Sondex 2003 Performance Share Plan, the Sondex 2003 All Employee Share Option Scheme, the Sondex 1998 Executive Share Option Scheme, the Sondex Sharesave Scheme and the Sondex Deferred Share Bonus Plan Sondex Shareholders registered holders of Sondex Shares from time to time Substantial Interest a direct or indirect interest of 10 per cent. of the equity share capital Subsidiary, subsidiary undertaking, have the meanings ascribed to them under the Companies Actassociated undertaking andundertaking Third Party any central bank, ministry, government, government department, governmental, quasi-governmental (including the European Union), supranational, statutory regulatory or investigative body or authority (including any national or supranational anti-trust or merger control authority), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), private body or other authority, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including for the avoidance of doubt, the Panel UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland UK Listing Authority The Financial Services Authority acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000 Wider GE Group General Electric Company and the subsidiaries and subsidiary undertakings of General Electric Company and associated undertakings (including any joint venture, partnership, firm or company) in which any member of the GE Group is interested or any undertaking in which General Electric Company and such undertakings (aggregating their interests) have a Substantial Interest Wider Sondex Group Sondex and the subsidiaries and subsidiary undertakings of Sondex and associated undertakings (including any joint venture, partnership, firm or company) in which any member of the Sondex Group is interested or any undertaking in which Sondex and such undertakings (aggregating their interests) have a Substantial Interest All references to time in this announcement are to London time unless otherwisestated. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
GEC.LSDX Energy