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Response to Approach from Cooper Industries

16th Jun 2011 13:05

RNS Number : 5758I
Laird PLC
16 June 2011
 



FOR IMMEDIATE RELEASE

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

 

16 June 2011

 

 

LAIRD PLC

 

Response to the approach from Cooper Industries

 

The Board of Laird PLC ("Laird") notes the announcement from Cooper Industries PLC ("Cooper").

 

Laird confirms that on 1 June 2011 it received an indicative approach from Cooper regarding a possible offer for the entire issued share capital of Laird at 185 pence per share in cash. The approach is subject to a number of preconditions including due diligence and the unanimous recommendation of the Board of Laird.

 

The Board, together with its financial advisers, considered the indicative approach and concluded that it is opportunistic and substantially undervalues the Company and its prospects. Accordingly the Board unanimously rejected this proposal.

 

There can be no certainty that the possible offer will be made or as to the terms of any such offer, even if the preconditions are satisfied or waived.

 

A copy of this announcement will be available on the following website www.laird-plc.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement

 

For the purposes of Note 7 on Rule 2.4 of the Takeover Code, this announcement has not been made with the consent of Cooper.

 

 

Enquiries:

 

Laird:

020 7468 4040

Peter Hill, Chief Executive

Jonathan Silver, Finance Director

Rothschild:

020 7280 5000

Robert Leitao

Ravi Gupta

J.P. Morgan Cazenove:

020 7588 2828

Robert Constant

Michael Wentworth-Stanley

Evercore Partners:

020 7268 2700

Bernard Taylor

Julian Oakley

Maitland:

020 7379 5151

Brian Hudspith

Liz Morley

 

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Laird PLC as independent financial adviser in relation to the subject matter of this announcement and is not acting for or advising any other person and accordingly will not be responsible to any person other than Laird PLC for providing the protections afforded to the clients of Rothschild or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, any statement contained herein or otherwise.

 

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as independent financial adviser to Laird and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Laird for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

 

Evercore Partners is authorised and regulated in the United Kingdom by the Financial Services Authority and is acting exclusively as independent financial adviser to Laird and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Laird for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

 

Relevant securities in issue

 

In accordance with Rule 2.10 of the Code, Laird confirms that, as at the close of business on 15 June 2011, its issued share capital comprised 266,302,206 ordinary shares of 28.125p pence each. The International Securities Identification Number for these securities is GB00B1VNST91.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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