14th Mar 2007 07:01
Cooper Controls (U.K.) Limited14 March 2007 Not for release, publication or distribution in or into the United States,Canada, Australia or Japan or any other jurisdiction where to do so wouldconstitute a violation of the relevant laws of such jurisdiction 14 March 2007 Recommended cash offer By Corporate Synergy Plc on behalf of Cooper Controls (U.K.) Limited ("Cooper") to acquire Polaron plc ("Polaron") Offer declared unconditional in all respects Cooper announces that all conditions of the Offer have been satisfied or waivedand that the Offer has been declared unconditional in all respects and willremain open until further notice.If you hold Polaron Shares in certificated form, to accept the Offer, you shouldcomplete, sign and return a Form of Acceptance for each holding to ComputershareInvestor Services PLC at PO Box 859, The Pavilions, Bridgwater Road, BristolBS99 1XZ as soon as possible. Acceptances in respect of uncertificated PolaronShares should be made electronically through CREST so that the TTE Instructionsettles as soon as possible. If you hold Polaron Shares as a CREST sponsoredmember, you should refer to your CREST sponsor as only your CREST sponsor willbe able to send the necessary TTE Instruction to CRESTCo. Compulsory acquisition, cancellation of admission to AIM and re-registration By virtue of acceptances of the Offer Cooper has acquired or agreed to acquiremore than 90 per cent. of the Polaron Shares to which the Offer relates andintends to exercise its rights pursuant to sections 428 to 430F (inclusive) ofthe Companies Act 1985 (as amended) to acquire compulsorily any outstandingPolaron Shares not acquired or agreed to be acquired pursuant to the Offer. Cooper intends to procure that Polaron makes an application for cancellation ofthe trading in Polaron Shares on AIM. It is anticipated that such cancellationwill take effect no earlier than 20 business days after the date of thisannouncement. Accordingly it is anticipated that such cancellation will takeplace on 12 April 2007 or as soon as practicable thereafter. The cancellation of admission of Polaron Shares to AIM would significantlyreduce the liquidity and marketability of any Polaron Shares not assented to theOffer and their value may be affected as a consequence. It is also anticipated that after such cancellation, Cooper will seek to procurethe re-registration of Polaron as a private company under the relevantprovisions of the Companies Act. Level of acceptances Cooper announces that, as at 3:00 p.m. on 13 March 2007, the first closing date of the Offer, valid acceptances of the Offer had been received in respectof a total of 14,643,703 Polaron Shares, which carry in aggregate approximately93.61 per cent. of the voting rights exercisable at a general meeting ofPolaron. Prior to making the Offer, Cooper obtained irrevocable undertakings to accept,or procure the acceptance of, the Offer from the Polaron Directors and fromcertain other Polaron Shareholders in respect of, in aggregate, 5,798,124Polaron Shares, representing approximately 37.1 per cent. of the existing issuedordinary share capital of Polaron. The acceptances received pursuant to the irrevocable undertakings are includedin the total number of valid acceptances referred to above. Save as disclosed in this announcement or in the Offer Document, neither Coopernor any persons acting or deemed to be acting in concert with them held anyPolaron Shares (or rights over any Polaron Shares) prior to the Offer Period andneither Cooper nor persons acting or deemed to be acting in concert with themhave acquired or agreed to acquire any Polaron Shares (or rights over anyPolaron Shares) since the commencement of the Offer Period. Consideration Settlement of the consideration due under the Offer in respect of acceptanceswhich have been received and are valid and complete in all respects will bedespatched by first class post (in the case of certificated holders) or creditedto the relevant CREST account (in the case of uncertificated holders) on orbefore 27 March 2007. Settlement of the consideration in respect of furtheracceptances which are valid and complete in all respects will be despatched assoon as practicable and in any event within 14 days of receipt of suchacceptances. Responsibility The directors of Cooper accept responsibility for all the information containedin this announcement. To the best of their knowledge and belief (having takenall reasonable care to ensure that such is the case), the information containedin this announcement for which they accept responsibility is in accordance withthe facts and does not omit anything likely to affect the import of suchinformation. Definitions in this announcement have the same meaning as contained in the OfferDocument. Enquiries Corporate Synergy Plc (Financial adviser to Cooper) 020 7448 4400 David Seal Rhod Cruwys Corporate Synergy Plc, which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting for Cooper and no one else inconnection with the Offer and will not be responsible to anyone other thanCooper for providing the protections afforded to customers of Corporate SynergyPlc nor for providing advice in relation to the Offer or any other matterreferred to herein. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdiction. Such persons shouldinform themselves about and observe any applicable requirements of thosejurisdictions. The Offer is not being made, directly or indirectly, in or into any jurisdictionwhere to do so would constitute a violation of the laws of such jurisdictionand, subject to certain exceptions, the Offer will not be capable of acceptancein or from any such jurisdiction. Custodians, nominees and trustees shouldobserve the restrictions and must not send or distribute this announcement in,into or from the United States, Canada, Australia or Japan or any otherjurisdiction where to do so would constitute a violation of the laws of suchjurisdiction. This announcement does not constitute an offer or an invitation to purchase orsubscribe for any securities or the solicitation of an offer to purchase anysecurities, pursuant to the Offer or otherwise. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Polaron plc, all "dealings" in any "relevant securities"of that company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of Polaronplc, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Polaron plc by Cooper/any member of Cooper's group orPolaron plc, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Takeover Panel's website. If you are in any doubt as to whether ornot you are required to disclose a "dealing" under Rule 8, you should consultthe Takeover Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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