Board Appointments
01 9월 2010 - 5:00PM
UK Regulatory
TIDMHTH
1 September 2010
Hartest Holdings Plc
Board Appointments
Hartest Holdings Plc ("Hartest" or the "Company") announces that, following the
mandatory cash offer made by Elektron Plc ("Elektron") for the shares of the
Company, the following directors will be elected to the board of Hartest
effective today: Keith Daley, Neill Ricketts and John Wilson. All are current
directors of Elektron. Mr Daley is chairman of Elektron and Messrs Ricketts and
Wilson were appointed to the board of Elektron on 12 August 2010.
Mr Daley has served as Executive Chairman of Elektron since April 2008 having
previously served as a non-executive director of Elektron since February 2004.
Neill Ricketts is an operations specialist with over 20 years of senior level
experience working in sectors including automotive, Formula One, aerospace and
defence. He joined Elektron in December 2008.
John Wilson joined Elektron in March 2008 as Technical Director. He was
subsequently appointed Group Technology Advisor, President & CEO of Elektron's
US subsidiary and most recently, Divisional Managing Director of Elektron
Technology in April 2010.
The following disclosures are required regarding the Board appointments
pursuant to Schedule 2 paragraph (g) of the AIM Rules for Companies:
Director full name and Current directorships Directorships within the
age last 5 years
Keith Anthony Daley, 55 Elektron Plc Inhoco 3013 Limited
Elektron Trustees Limited Pro Corda Ventures Limited
Torus Investment Managers Cirkit Holdings Limited
Limited (dissolved)
Pro Corda Trust
Specialist Holdings
Limited
MEC Medical Limited
Advanced Electronics
Technologies Ltd
Digitron Instrumentation
Ltd
Elektron Instruments
Limited
Queensgate Instruments
Limited
Munro Instruments Limited
Firm Direction Limited
Elektron IP Limited
Arcolectric 29 Limited
Arcolectric 59 Limited
Arcolecric 61 Limited
Arcolectric Limited
Keith Daley was a non executive director of The Birmingham Box Company Limited
within 12 months prior to that company being placed into administrative
receivership on 21 May 1990.
Director full name and Current directorships Directorships within the
age last 5 years
Neill Gareth Ricketts, Elektron Plc Hardide Coatings Ltd
age 39 (resigned 2008)
Titman Tip Tools Ltd
Digitron Instrumentation
Ltd
Total Carbide Ltd
Kronos Engineering
Solutions Limited
Howle Holdings Ltd
Director full name and Current directorships Directorships within the
age last 5 years
John Frederick Wilson, Elektron Plc
age 34
Elektron Components Ltd
There are no further disclosures required to be made relating to Keith Daley,
John Wilson or Neill Ricketts under Schedule 2(g) of the AIM Rules for
Companies.
Geoff Spink, the Chief Executive Officer of Hartest, has held the position of
Company Secretary on a temporary basis following Jan Holmstrom's resignation on
11 August 2010. Geoff is standing down as Company Secretary and Martin Reeves
assumes the role with immediate effect. Martin is also Company Secretary of
Elektron plc.
For further information please contact:
Hartest Holdings plc Geoff Spink, Chief Executive 01252 749 530
Westhouse Securities Tim Metcalfe 020 7601 6100
Hansard Communications Justine James / Kirsty Corcoran 020 7245 1100
Westhouse Securities Limited ("Westhouse"), which is regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to Hartest and no one else (including the recipients of this
announcement) in connection with the arrangements that are the subject matter
of this announcement and will not be responsible to anyone other than Hartest
for providing the protections afforded to clients of Westhouse or for advising
any other person in connection with the arrangements that are the subject
matter of this announcement.
Westhouse makes no representation, express or implied, with respect to the
accuracy or completeness of any information contained in this announcement and
accepts no responsibility for, nor does it authorise, the contents of, or the
issue of this announcement, or any other statement made or purported to be made
by Hartest, or on its behalf, in connection with Hartest or any of the other
arrangements that are the subject matter of this announcement and, accordingly,
it disclaims all and any liability whatsoever whether arising out of tort,
contract or otherwise which they might otherwise have in respect of this
announcement or any other statement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform themselves about,
and observe such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction. The
announcement has been prepared in accordance with English law and the Code and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.
DEALING DISCLOSURE REQUIREMENTS
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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 p.m.
(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.
Please note that any address, electronic address and certain other information
provided for the receipt of communications from the offeree company may be
provided to an offeror during the offer period as required under Section 4 of
Appendix 4 of the Code.
"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.
END
Hartest Hldgs. (LSE:HTH)
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