Offer Update
10 1월 2004 - 1:48AM
UK Regulatory
RNS Number:0813U
SPX Corporation
09 January 2004
For immediate release
January 9, 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER RESTRICTED JURISDICTION
SPX CORPORATION
Recommended Cash Offer by JPMorgan on behalf of SPX Air Filtration Limited (a
wholly owned subsidiary of SPX Corporation) for McLeod Russel Holdings PLC
Offer declared unconditional as to acceptances
SPX Corporation ("SPX") announces, in relation to the recommended cash offer
("Offer") by JPMorgan on behalf of SPX Air Filtration Limited for the entire
issued and to be issued share capital of McLeod Russel Holdings PLC ("McLeod
Russel"), that the Offeror has, as at 3.00 p.m. on January 9, 2004, received
valid acceptances under the Offer in respect of 45,421,418 McLeod Russel Shares
representing approximately 87.16 per cent. of the existing issued share capital
of McLeod Russel, and that the Offer is declared unconditional as to
acceptances. The Offer will remain open for acceptance until further notice.
Prior to the announcement of the Offer on December 2, 2003, the Offeror had
received irrevocable undertakings to accept (or procure the acceptance of) the
Offer from the Directors of McLeod Russel in respect of their own beneficial
holdings of, in aggregate, 645,870 McLeod Russel Shares, representing
approximately 1.2 per cent. of the existing issued share capital of McLeod
Russel. The Offeror has also received irrevocable undertakings from certain
other shareholders in respect of 13,462,000 McLeod Russel Shares, representing
approximately 25.8 per cent. of the existing issued share capital of McLeod
Russel. Valid acceptances have been received in respect of all McLeod Russel
Shares subject to the irrevocable undertakings and are included in the total
number of valid acceptances referred to above.
Save as disclosed in this announcement or the Offer Document, neither SPX nor
the Offeror, nor any persons acting or deemed to be acting in concert with SPX
or the Offeror, held any McLeod Russel Shares (or rights over any McLeod Russel
Shares) prior to the Offer Period and neither SPX nor the Offeror nor any
persons acting or deemed to be acting in concert with SPX or the Offeror, have
acquired or agreed to acquire any McLeod Russel Shares (or rights over any
McLeod Russel Shares) since the commencement of the Offer Period.
Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document. The Offer remains
subject to the conditions set out in the Offer Document.
Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the Form
of Acceptance so as to be received as soon as possible. Not less than 14 days
notice in writing will be given prior to the closing of the Offer to those
McLeod Russel Shareholders who have not accepted the Offer.
Enquiries:
JPMorgan Henry Lloyd Tel: +44 20 7777 2000
Eamon Brabazon Tel: +44 20 7777 2000
Capita IRG Plc Tel: 0870 162 3100
(receiving agent) (or +44 20 8639 2157 if telephoning
from outside the UK)
The contents of this announcement have been approved by J.P. Morgan PLC of 125
London Wall, London EC2Y 5AJ (regulated in the United Kingdom by the Financial
Services Authority).
The Offeror Directors and John B Blystone, Chairman, President and CEO of SPX,
accept responsibility for the information contained in this announcement. To the
best of the knowledge and belief of the Offeror Directors and John B Blystone
(who have 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.
JPMorgan, which is regulated in the UK by The Financial Services Authority, is
acting exclusively for SPX and the Offeror and no one else in connection with
the Offer and will not be responsible to anyone other than SPX and the Offeror
for providing the protections offered to customers of JPMorgan, or for providing
advice in relation to the Offer.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The full terms and conditions of the Offer
(including details of how the Offer may be accepted) are set out in the Offer
Document and the Form of Acceptance.
The Offer is not being made, directly or indirectly, in or into or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or
through any facilities of a national securities exchange of, the United States,
Canada, Australia, Japan or any jurisdiction where to do so would violate the
laws in that jurisdiction, and the Offer is not capable of acceptance from or
within the United States, Canada, Australia, Japan or any such other
jurisdiction. Accordingly, copies of the Offer Document, the Form of Acceptance
and any accompanying documents are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
the United States, Canada, Australia, Japan or any jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving the Offer
Document, the Form of Acceptance and any accompanying documents (including
custodians, nominees and trustees) must not mail or otherwise distribute or send
them in, into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions. Receipt of this
announcement will not constitute an offer in those jurisdictions in which it
would be illegal to make the Offer and in such circumstances it will be deemed
to have been sent for information purposes only.
This information is provided by RNS
The company news service from the London Stock Exchange
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