TIDMHTY TIDMDLPH
RNS Number : 5817J
HellermannTyton Group PLC
18 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
18 December 2015
Recommended Acquisition
of
HellermannTyton Group PLC
by
Delphi Automotive PLC
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 30 July 2015 the boards of HellermannTyton Group PLC
("HellermannTyton") and Delphi Automotive PLC ("Delphi") announced
that they had reached agreement on the terms of a recommended offer
for the acquisition of the entire issued and to be issued ordinary
share capital of HellermannTyton by Delphi (the "Offer"). In
accordance with the terms of the Offer, the acquisition was
implemented by means of a scheme of arrangement of HellermannTyton
under Part 26 of the Companies Act 2006 (the "Scheme").
HellermannTyton and Delphi are pleased to announce that the
Scheme has now become effective in accordance with its terms.
Admission to trading of both HellermannTyton Shares on the
London Stock Exchange's main market for listed securities and the
listing of HellermannTyton Shares on the premium listing segment of
the Official List of the UK Listing Authority are expected to be
cancelled at 8.00 a.m. on 21 December 2015.
HellermannTyton Shareholders on the register at the Scheme
Record Date, being 6.00 p.m. on 17 December 2015, will receive 480
pence in cash for each Scheme Share held. The consideration due to
Scheme Shareholders will be despatched by cheque or settled through
CREST (as appropriate) by no later than 1 January 2016.
Other
All references to time in this announcement are to London, UK
time.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the scheme document dated 26 August 2015 circulated to
HellermannTyton shareholders in connection with the Offer (the
"Scheme Document"). Full details of the Offer are set out in the
Scheme Document.
For further information:
HellermannTyton
Steve Salmon +44 (0) 129
Tim Jones 353 7272
Delphi
Mark J. Murphy
Jessica L. Holscott +1 248-813-2000
Barclays (Financial Adviser to Delphi)
Onur Eken
Derek Shakespeare +44 (0) 20
Nishant Amin 7623 2323
Goldman Sachs International (Joint
Financial Adviser and Corporate
Broker to HellermannTyton)
Dominic Lee
Phil Raper +44 (0) 20
Duncan Stewart 7774 1000
J.P. Morgan Cazenove (Joint Financial
Adviser and Corporate Broker to
HellermannTyton)
Robert Constant
Dwayne Lysaght +44 (0) 20
Richard Perelman 7777 2000
Powerscourt (Media enquiries for
HellermannTyton)
Rob Greening
Sophie Moate +44 (0) 20
Samantha Trillwood 7250 1446
Important disclaimers
Barclays, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser exclusively for Delphi and no one else in
connection with the Offer and other matters referred to in this
Announcement and the Scheme Document and will not be responsible to
any person other than Delphi for providing the protections afforded
to clients of Barclays nor for giving advice in relation to the
Offer or any other matter or arrangement referred to in this
Announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting for HellermannTyton and no one else in
connection with the Offer and will not be responsible to anyone
other than HellermannTyton for providing the protections afforded
to clients of Goldman Sachs International, or for giving advice in
connection with the Offer or any matter referred to herein.
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Securities
plc is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. J.P. Morgan
Limited and J.P. Morgan Securities plc conduct their UK investment
banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is
acting as financial adviser and joint corporate broker exclusively
for HellermannTyton and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than
HellermannTyton for providing the protections afforded to clients
of J.P. Morgan Cazenove, nor for providing advice in relation to
any matter referred to herein.
Forward-looking Statements
This announcement may contain certain "forward-looking
statements" (including "forward-looking statements" within the
meaning of the US Private Securities Litigation Reform Act of 1995)
with respect to the financial condition, results of operations and
business of HellermannTyton or Delphi and certain plans and
objectives of the boards of HellermannTyton and Delphi. All
statements other than statements of historical or current facts
included in this announcement may constitute forward-looking
statements. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could" or
other words or terms of similar meaning. Forward-looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Delphi's or
HellermannTyton's operations and potential synergies resulting from
the Offer; and (iii) the effects of government regulation on
Delphi's or HellermannTyton's business.
These statements are based on assumptions and assessments made
by the boards of HellermannTyton and Delphi in the light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe to be appropriate. By their nature, forward-looking
statements involve risk and uncertainty and the factors described
in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. These forward-looking statements are
not guarantees of future financial performance. Except as expressly
provided in this announcement, they have not been reviewed by the
auditors of HellermannTyton or Delphi. Such forward-looking
statements involve known and unknown risks and uncertainties that
could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to HellermannTyton or Delphi or any of their
respective members, directors, officers or employees or any persons
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this announcement. HellermannTyton and Delphi assume
no obligation to update or correct the information contained in
this announcement except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Delphi or HellermannTyton, as appropriate,
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for Delphi or HellermannTyton, as appropriate.
Publication on Website
A copy of this Announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Delphi's and HellermannTyton's
websites at investor.delphi.com and
http://hellermanntyton.staging.investis.com/investor-relations/investment-proposition.aspx,
respectively, by no later than 12:00 pm on the Business Day
following this Announcement. Neither the contents of Delphi's
website, of HellermannTyton's website nor of any other website
accessible from hyperlinks on either Delphi's or HellermannTyton's
website, is incorporated into or forms part of this
Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAGGGUCPUPAGGR
(END) Dow Jones Newswires
December 18, 2015 07:00 ET (12:00 GMT)
Hellermanntyton (LSE:HTY)
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부터 11월(11) 2024 으로 12월(12) 2024
Hellermanntyton (LSE:HTY)
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부터 12월(12) 2023 으로 12월(12) 2024
