TIDMDLTA
RNS Number : 9520K
Valmont Industries Inc
28 April 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTION (INCLUDING CANADA AND JAPAN) OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
28 April 2010
Recommended Offer by
Valmont Group Pty Ltd,
a wholly-owned subsidiary
of
Valmont Industries, Inc.,
for
Delta plc
Offer Declared Wholly Unconditional
On 4 March 2010, the Boards of Valmont Industries, Inc. ("Valmont") and Delta
plc ("Delta") announced they had reached agreement on the terms of a recommended
cash offer to be made by Valmont Group Pty Ltd (the "Offeror"), a wholly-owned
subsidiary of Valmont, for the entire issued and to be issued ordinary share
capital of Delta. The terms of, and conditions to, the Offer were set out in
the offer document posted to Shareholders on 10 March 2010 (the "Offer
Document"), as amended and supplemented pursuant to an announcement released by
the Offeror on 1 April 2010 (the "Announcement") and on that date posted to
Shareholders together with a letter from the Chairman of Valmont (taken
together, the "Revised Offer Document").
The Offeror announces that all of the conditions to its recommended Offer have
been satisfied or waived and, accordingly, the Offer is wholly unconditional.
Levels of acceptances
As at 11.30 a.m. (London time) on 28 April 2010, the Offeror had received valid
acceptances from Shareholders in respect of 100,886,314 Shares, representing
approximately 65.61 per cent. of the existing issued ordinary share capital of
Delta, which may count towards satisfaction of the acceptance condition to the
Offer (as set out in paragraph 1(A) of Part A of Appendix I to the Offer
Document) (the "Acceptance Condition").
These acceptances include acceptances of the Offer by (a) all of the Delta
Directors (pursuant to the irrevocable undertakings given by them as described
in the Offer Document) in respect of, in aggregate, 362,627 Shares, representing
approximately 0.24 per cent. of the existing issued ordinary share capital of
Delta and (b) Aberforth Partners LLP (pursuant to the irrevocable undertaking
given by it as described in the Revised Offer Document) in respect of 16,973,785
Shares, representing approximately 11.04 per cent. of the existing issued
ordinary share capital of Delta.
Acceptance Condition reduced and Offer wholly unconditional
The Offeror announces that it has reduced the percentage of Shares required to
satisfy the Acceptance Condition to 50 per cent. plus one Share. Accordingly,
in light of the acceptances referred to above, the Offer has become
unconditional as to acceptances.
All of the other conditions to the Offer have now been satisfied or waived and,
accordingly, the Offer is wholly unconditional.
Extension of the Offer and further acceptances
The Offeror announces that the Offer will remain open for acceptance until
further notice. At least 14 days' notice will be given prior to the closing of
the Offer to those Shareholders who have not then accepted the Offer.
Shareholders who have not accepted the Offer are urged to do so as soon as
possible.
To accept the Offer in respect of Shares held in certificated form (that is, not
in CREST), Shareholders should complete, sign and return the Form of Acceptance
which accompanies the Offer Document, together with their share certificate(s)
or other relevant document(s) of title, in accordance with the instructions
contained therein and set out in the Offer Document as soon as possible.
Shareholders who have lost their Form of Acceptance should telephone Equiniti on
0871 384 2050 or, if calling from overseas, +44 121 415 0259, to request a
replacement.
To accept the Offer in respect of Shares held in uncertificated form (that is,
in CREST), Shareholders should follow the procedure for electronic acceptance
through CREST in accordance with the instructions set out in the Offer Document.
If Shareholders hold their Shares as a CREST sponsored member, they should
refer to their CREST sponsor as only their CREST sponsor will be able to send
the necessary TTE Instruction to CREST.
Delisting, cancellation of trading and re-registration
As set out in paragraph 14 of Part II of the Offer Document, following receipt
of acceptances which result in the Offeror and/or any other members of the
Valmont Group holding Shares carrying, in aggregate, 75 per cent. of the voting
rights attaching to the issued ordinary share capital of Delta, the Offeror
intends to procure that Delta applies to the UK Listing Authority for the
cancellation of listing of Shares on the Official List and to the London Stock
Exchange for the cancellation of admission to trading of Shares on its main
market for listed securities. It is anticipated that the cancellation of
listing on the Official List and cancellation of trading on the London Stock
Exchange will take effect no earlier than 20 Business Days after the date on
which the Offeror has, by virtue of its shareholdings and acceptances of the
Offer, acquired or agreed to acquire Shares carrying 75 per cent. of the voting
rights attaching to the issued ordinary share capital of Delta. Such
cancellation and delisting will reduce the liquidity and marketability of any
Shares not assented to the Offer.
Following such cancellation and delisting, the Offeror intends to procure that
Delta re-registers from a public limited company to a private limited company.
Compulsory acquisition
The Offeror intends, in the event that it receives acceptances of the Offer in
respect of, or otherwise acquires, 90 per cent. or more of the Shares to which
the Offer relates, to exercise its rights pursuant to the relevant provisions of
the Companies Act 2006 to acquire compulsorily any remaining Shares to which the
Offer relates on the same terms as the Offer.
Settlement
Except as provided in paragraph 6 of Part B of Appendix I to the Offer Document
in the case of Shareholders who are not resident in the UK or the United States,
settlement of the consideration to which Shareholders are entitled under the
Offer will be despatched to validly accepting Shareholders: (i) in the case of
acceptances received, valid and complete in all respects on or before the date
of this announcement, on or before 12 May 2010; or (ii) in the case of
acceptances received, valid and complete in all respects, after such date but
while the Offer remains open for acceptance, within 14 days of such receipt, and
in either case in the manner described in paragraph 17 of Part II of the Offer
Document.
Further to the announcement made by Delta on 1 April 2010, the Second Interim
Dividend of 4.8 pence per ordinary share in Delta was paid on 26 April 2010.
Interests in relevant securities
Save as disclosed in this announcement, neither the Offeror nor, so far as the
Offeror is aware, any person acting in concert (within the meaning of the Code)
with the Offeror, (a) is interested in, or has any rights to subscribe for, any
relevant securities of Delta, (b) has any short position (whether conditional or
absolute and whether in the money or otherwise) in respect of relevant
securities of Delta, including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery, or (c) has borrowed or lent any relevant
securities of Delta (save for any borrowed shares which have been either on-lent
or sold).
Capitalised terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document and the Revised Offer Document.
Enquiries
Valmont
Terry J. McClain, Senior Vice President and Chief Financial Officer
+1 402 963 1020
Credit Suisse (financial adviser to Valmont and the Offeror)
William Mansfield
+44 (0)20 7888 8888
Angus
Dickson
Delta
Todd Atkinson, Chief Executive
+44 (0)20 7842
6050
Jon Kempster, Finance Director
Rothschild (financial adviser to Delta)
Stuart Vincent
+44 (0)20 7280
5000
Anselm Frost
Arbuthnot Securities (broker to Delta)
Andrew Fairclough
+44 (0)20 7012 2000
Ben Wells
Brunswick (financial PR adviser to Delta)
Simon Sporborg+44 (0)20 7404
5959
David Litterick
Together, the Offer Document, the Revised Offer Document and, in the case of
Shares held in certificated form, the Form of Acceptance contain the full terms
and conditions of the Offer, including details of how the Offer may be accepted.
Please carefully read this announcement, the Offer Document, the Revised Offer
Document and, in the case of Shares in certificated form, the Form of Acceptance
in their entirety before making a decision with respect to the Offer.
Credit Suisse, which is authorised and regulated by the Financial Services
Authority, is acting for Valmont and the Offeror and for no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Valmont and the Offeror for providing the
protections afforded to clients of Credit Suisse or for providing advice in
relation to this matter, the content of this announcement or any matter referred
to herein. Neither Credit Suisse nor any of its subsidiaries, branches or
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 Credit Suisse in connection with
this announcement, any statement contained herein or otherwise.
The Offer is being made solely by the Offeror and neither Credit Suisse nor any
of its respective affiliates are making the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Delta as financial adviser in
relation to the Offer and is not acting for or advising any other person and
accordingly will not be responsible to any person other than Delta for providing
the protections afforded to the customers of Rothschild or for providing advice
in relation to the contents of this announcement or any offer or arrangements
referred to herein or in the documentation relating to the Offer. 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 customer of
Rothschild in connection with this announcement, any statement contained herein
or otherwise.
Notice to US holders of Shares
The Offer is for the securities of a corporation organised under the laws of
England and is subject to the procedure and disclosure requirements of the
United Kingdom, which are different from those of the United States. The Offer
is being made in the United States pursuant to Section 14(e) of, and Regulation
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange
Act and otherwise in accordance with the requirements of the Code. Accordingly,
the Offer is subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, the offer timetable, settlement procedures
and timing of payments that are different from those applicable under US
domestic tender offer procedures and laws.
It may be difficult for US holders of Shares and other securities to enforce
their rights and any claim arising out of the US federal securities laws, since
the Offeror and Delta are located outside of the United States, and some or all
of their officers and directors may be resident outside of the United States. US
holders of Delta securities may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the US securities
laws. Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law, in accordance with, and to the extent
permitted by, the Code and normal UK market practice and Rule 14e-5 under the
Exchange Act, the Offeror or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases of, or
arrangements to purchase, Shares, other than pursuant to the Offer, during the
period in which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. Such purchases, or arrangements to purchase, will comply
with all applicable UK rules, including the Code and the rules of the London
Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable.
In addition, in accordance with, and to the extent permitted by, the Code,
normal UK market practice and Rule 14e-5 under the Exchange Act, Credit Suisse
and its affiliates will continue to act as exempt principal traders in Shares on
the London Stock Exchange and engage in certain other purchasing activities
consistent with their respective normal and usual practice and applicable law,
including Rule 14e-5 under the Exchange Act.
Notice to Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Unless otherwise determined by the Offeror, the Offer is not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any other means (including, without limitation, electronic mail, facsimile
transmission, telex, telephone, internet or other forms of electronic
communication) of interstate or foreign commerce of, or any facility of a
national securities exchange of any Restricted Jurisdiction (as defined herein)
and will not be capable of acceptance by any such use, means or facility or from
within any such Restricted Jurisdiction. Accordingly, unless otherwise
determined by the Offeror, copies of this announcement and any documentation
relating to the Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any documentation relating to
the Offer and/or any other related document to any jurisdiction outside the
United Kingdom or the United States should inform themselves of, and observe,
any applicable legal or regulatory requirements of any relevant jurisdiction.
Neither the US Securities and Exchange Commission (the "SEC") nor any US state
securities commission has approved or disapproved this Offer or passed upon the
adequacy or completeness of this announcement or any documentation relating to
the Offer. Any representation to the contrary is a criminal offence.
This announcement has been prepared for the purposes of complying with English
law and the Code 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 and regulations of any jurisdiction outside of England.
Publication on website
A copy of this announcement, the Offer Document, the Revised Offer Document and
the Form of Acceptance are and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Valmont's website at www.valmont.com and on Delta's website at
www.deltaplc.com during the course of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPIPMBTMBTTBTM
Delta (LSE:DLTA)
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부터 5월(5) 2024 으로 6월(6) 2024
Delta (LSE:DLTA)
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부터 6월(6) 2023 으로 6월(6) 2024
