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RNS Number : 1566W
Zetex Plc
06 June 2008
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
6 June 2008
Zetex PLC ('ZETEX')
RECOMMENDED proposal for the cash acquisition OF ZETEX
Reduction Court Hearing
On 4 April 2008, the boards of Zetex and Diodes Incorporated ('Diodes')
announced the terms of a recommended cash offer by Diodes Holdings UK Limited (a
wholly owned subsidiary of Diodes), ('Bidco') of 85.45 pence per share for the
entire issued and
to be issued ordinary share capital of Zetex (the 'Recommended Proposal') to be
effected by way of a scheme of arrangement pursuant to section 895 of the
Companies Act 2006 (the 'Scheme').
On 18 April 2008, the board of Zetex announced the posting of the scheme
document (the 'Scheme Document'), containing full details of the Recommended
Proposal and the Scheme.
On 12 May 2008, the Scheme was approved by the requisite majority of Scheme
Shareholders at the Court Meeting and the matters ancillary thereto (including
the Reduction of Capital) were similarly approved by Scheme Shareholders at the
Extraordinary
General Meeting. Both meetings were held on 12 May 2008.
On 4 June 2008, the board of Zetex announced that, at the hearing on that date
(the 'Scheme Court Hearing'), the Court granted an order sanctioning the Scheme
to effect the Recommended Proposals.
On 5 June 2008, the board of Zetex announced that, as from 7:30 a.m. (London
time) today, dealings in Zetex Shares on the London Stock Exchange's market for
listed securities would be suspended and no transfers after such time would be
registered. The
board of Zetex also announced that as from 8:00 a.m. (London time) on 9 June
2008, Zetex Shares would cease to be listed on the Official List and their
admission to trading on the London Stock Exchange would be cancelled.
Today, the board of Zetex is pleased to announce that, at the Court hearing
earlier today (the 'Reduction Court Hearing'), the Court granted an order
confirming the Reduction of Capital to effect the Recommended Proposal.
Accordingly, all the Conditions have been satisfied or waived other than the
delivery to, and the registration by, the Registrar of Companies for England and
Wales of an office copy of the court order sanctioning the Scheme and confirming
the
Reduction of Capital (together with a minute recording such Reduction of
Capital).
It is expected that the Effective Date of the Scheme will be 9 June 2008. A
further announcement will be made by Zetex to confirm when the Scheme has become
effective.
Terms used in this announcement but not otherwise defined herein shall have the
same meaning given to them in the Scheme Document.
Enquiries:
Zetex plc Tel: +44 (0)161 622 4444
Liz Airey, Chairman
Hans Rohrer, Chief Executive Officer
NM Rothschild & Sons Limited ('Rothschild') Tel: +44 (0)161 827 3800
(financial adviser to Zetex plc)
Andrew Thomas
James Gaskell
Citigate Dewe Rogerson (PR advisers to Zetex) Tel: +44 (0)20 7638 9571
Toby Mountford
Justin Griffiths
Diodes Incorporated
Dr Keh-Shew Lu Tel: +1 972 385 2810
Carl Wertz Tel: +1 805 446 4800
UBS Investment Bank (financial adviser to Bidco
and Diodes Incorporated)
Gavin Domm Tel: +1 310 556 6700
Gavin Slader Tel: +1 310 556 6700
Craig Calvert Tel: +44 (0) 20 7567 8000
Shelton Group (IR adviser to Diodes) Tel: +1 949 224 3874
Leanne Sievers
The Directors of Zetex accept responsibility for the information contained in
this announcement and, to the best of their knowledge and belief (having taken
all reasonable care to ensure that such is the case), the information contained
in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This announcement is not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or solicitation of any vote or approval in any jurisdiction pursuant to the
Recommended
Proposal or otherwise.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable
requirements. This announcement has been prepared for the purpose of complying
with English law and the City Code on Takeovers and Mergers and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had
been prepared in accordance with the laws of jurisdictions outside the UK.
Rothschild is regulated in the UK by the Financial Services Authority and is
acting exclusively for Zetex in connection with the Recommended Proposal and
no-one else and will not be responsible to anyone other than Zetex for providing
the protections
afforded to its clients or for providing advice in relation to the Recommended
Proposal or any other matters referred to in this announcement.
UBS Limited and UBS Securities LLC (together, 'UBS') are acting exclusively for
Diodes and Bidco and no-one else in connection with the Recommended Proposal and
will not be responsible to anyone other than Diodes and Bidco for providing the
protections afforded to clients of UBS or for providing advice in relation to
the Recommended Proposal or any matter referred to in this announcement.
Rule 8 Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of
'relevant securities' of Zetex, all 'dealings' in any 'relevant securities' of
Zetex (including by
means of an option in respect of, or a derivative referenced to, any such
'relevant securities') must be publicly disclosed by no later than 3.30 p.m.
(London time) on the London Business Day following the date of the relevant
transaction. This
requirement will continue until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn or on which the 'offer
period' otherwise ends. If two or more persons act together pursuant to an
agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant
securities' of Zetex, 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 Code, all 'dealings' in 'relevant
securities' of Zetex by Diodes, Bidco or Zetex, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London business
day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities''dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an interest by
virtue of the ownership or
control of securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Code, which can be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a dealing under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
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