Offer Update

 

TIDMCHLD 
 
RNS Number : 8941R 
Chloride Group PLC 
31 August 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
                                                                  31 August 2010 
                Chloride Group PLC ("Chloride" or the "Company") 
             Offer Update:  Court sanction of Scheme of Arrangement 
The directors of Chloride and Rutherfurd Acquisitions Limited ("Rutherfurd") (a 
wholly owned subsidiary of Emerson Electric Co.) are pleased to announce that 
the High Court of Justice (the "Court") has today made an order sanctioning the 
Scheme of Arrangement by which Rutherfurd's Acquisition of Chloride is being 
implemented. 
In order for the Scheme to become effective in accordance with its terms, the 
Court will now need to confirm the associated Reduction of Capital at the 
Reduction Court Hearing.  This hearing will take place on 2 September 2010. 
Following the confirmation of the Reduction of Capital by the Court, it is then 
expected that the last day of dealings in Chloride Shares will be 2 September 
2010 and the listing of Chloride Shares will be cancelled at 8.00 a.m. on 3 
September 2010, the anticipated Effective Date of the Scheme. 
An expected timetable of principal events is set out in the Appendix to this 
announcement. 
Terms defined in the scheme document published by Chloride on 16 July 2010 (the 
"Scheme Document") shall have the same meaning(s) when used in this 
announcement. 
Enquiries 
+--------------------------------------------------+------------------+ 
| Chloride Group PLC                               | [phone] | 
| Tim Cobbold                                      |                  | 
+--------------------------------------------------+------------------+ 
| Citi (joint financial adviser and corporate      | [phone] | 
| broker to Chloride)                              |                  | 
| Philip Robert-Tissot                             |                  | 
+--------------------------------------------------+------------------+ 
| Investec (joint financial adviser and corporate  | [phone] | 
| broker to Chloride)                              |                  | 
| Chris Treneman                                   |                  | 
+--------------------------------------------------+------------------+ 
| Hudson Sandler (PR adviser to Chloride)          | [phone] | 
| Andrew Hayes                                     |                  | 
| Kate Hough                                       |                  | 
+--------------------------------------------------+------------------+ 
|                                                  |                  | 
| Rutherfurd Acquisitions Limited                  |                  | 
+--------------------------------------------------+------------------+ 
| Mark Polzin (Media)                              | [phone]  | 
| Lynne Maxeiner (Investors)                       | [phone]  | 
+--------------------------------------------------+------------------+ 
| Greenhill (financial adviser to Rutherfurd)      | [phone] | 
| London:                                          | [phone]  | 
| Brian Cassin                                     |                  | 
| New York:                                        |                  | 
| Robert Greenhill or Jeff Buckalew                |                  | 
+--------------------------------------------------+------------------+ 
| J.P. Morgan Cazenove (financial adviser and      | [phone] | 
| corporate broker to Rutherfurd)                  |                  | 
| London:                                          |                  | 
| Mark Breuer or Dwayne Lysaght                    |                  | 
+--------------------------------------------------+------------------+ 
| Brunswick Group (PR adviser to Rutherfurd)       | [phone] | 
| London:                                          | [phone]  | 
| Michael Harrison or Kate Holgate                 |                  | 
| New York:                                        |                  | 
| Stanislas Neve de Mevergnies or Dominic McMullan |                  | 
+--------------------------------------------------+------------------+ 
 
 
                                   Appendix I 
 
                     Expected Timetable of Principal Events 
 
+--------------------------------------------+---------------------+ 
| Stage                                      | Indicative Date     | 
+--------------------------------------------+---------------------+ 
| Court hearing to confirm the reduction of  | Thursday, 2         | 
| Chloride's share capital                   | September 2010      | 
+--------------------------------------------+---------------------+ 
| Effective date of the Scheme               | Friday, 3 September | 
|                                            | 2010                | 
+--------------------------------------------+---------------------+ 
| Delisting of the Chloride shares           | 8.00 a.m. Friday, 3 | 
|                                            | September 2010      | 
+--------------------------------------------+---------------------+ 
| Latest date for despatch of cheques and    | Friday, 17          | 
| crediting of CREST accounts for the cash   | September 2010      | 
| consideration due under the Scheme         |                     | 
+--------------------------------------------+---------------------+ 
 
 
 
Further Information 
This announcement is not intended to and does not constitute or form part of an 
offer or invitation to sell or the solicitation of an offer to subscribe for or 
buy or an invitation to purchase or subscribe for any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the Offer 
or otherwise, nor shall there be any sale, issuance or transfer of the 
securities in any jurisdiction in contravention of applicable law. Any response 
in relation to the Offer should be made only on the basis of the information in 
the Scheme Document or any document by which the Offer is made. Chloride has 
prepared the Scheme Document which has been distributed to Chloride 
shareholders. Chloride urges Chloride shareholders to read the Scheme Document 
because it contains important information relating to the Offer. Chloride 
shareholders may obtain a free copy of the Scheme Document from Chloride's 
registered office. 
Whether or not certain Chloride shares were voted at the Court Meeting or the 
General Meeting, if the Scheme becomes effective, those Chloride shares will be 
cancelled pursuant to the Scheme in return for the payment of 375 pence in cash 
per Chloride share. 
Greenhill, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Emerson and Rutherfurd 
and no one else in connection with the Offer and this announcement and will not 
be responsible to anyone other than Emerson and Rutherfurd for providing the 
protections afforded to clients of Greenhill or for providing advice in relation 
to the Offer or any other matter referred to herein. 
J.P. Morgan plc, which conducts its UK investment banking business as J.P. 
Morgan Cazenove and is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Emerson and Rutherfurd 
and no one else in connection with the Offer and this announcement and will not 
be responsible to anyone other than Emerson and Rutherfurd for providing the 
protections afforded to clients of J.P. Morgan plc or for providing advice in 
relation to the Offer or any other matter referred to herein. 
Citi, which is authorised and regulated in the United Kingdom by the Financial 
Services Authority, is acting exclusively for Chloride and no one else in 
connection with the Offer and this announcement and will not be responsible to 
anyone other than Chloride for providing the protections afforded to customers 
of Citi or for providing advice in relation to the Offer or any matter referred 
to herein. 
Investec, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Chloride and no one else 
in connection with the Offer and this announcement and will not be responsible 
to anyone other than Chloride for providing the protections afforded to 
customers of Investec or for providing advice in relation to the Offer or any 
matter referred to herein. 
 
Overseas Jurisdictions 
The availability of the Offer to Chloride shareholders who are not resident in 
and citizens of the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are located or of which they are citizens. Persons 
who are not resident in the United Kingdom should inform themselves of, and 
observe, any applicable legal or regulatory requirements of their jurisdictions. 
Further details in relation to overseas shareholders will be contained in the 
Scheme document. 
The release, publication or distribution of this announcement in jurisdictions 
other than in the United Kingdom may be restricted by law and therefore any 
persons who are subject to the laws of any jurisdiction other than the United 
Kingdom should inform themselves about, and observe, any applicable 
requirements. Any failure to comply with the applicable restrictions may 
constitute a violation of the securities laws of any such jurisdiction. To the 
fullest extent permitted by applicable law, the companies involved in the Offer 
disclaim any responsibility or liability for the violation of such restrictions 
by any person. This announcement has been prepared for the purposes of complying 
with English law, the Listing Rules, the rules of the London Stock Exchange and 
the City 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 of any jurisdiction outside the United Kingdom. 
The Offer has not been made, directly or indirectly, in, into or from any 
jurisdiction where to do so would violate the laws in that jurisdiction. 
Accordingly, copies of this announcement and formal documentation relating to 
the Offer have not been and must not be, mailed or otherwise forwarded, 
distributed or sent in, into or from any jurisdiction where to do so would 
violate the laws of that jurisdiction. 
Notice to US investors 
US Holders should note that the Scheme relates to the shares of a UK company, is 
subject to UK disclosure requirements (which are different from those of the 
United States) and is proposed to be made by means of a scheme of arrangement 
provided for under English law.  A transaction effected by means of a scheme of 
arrangement is not subject to the proxy solicitation or tender offer rules under 
the US Securities Exchange Act of 1934, as amended.  Accordingly, the Scheme is 
subject to the disclosure requirements, rules and practices applicable in the UK 
to schemes of arrangement, which differ from the requirements of US proxy 
solicitation or tender offer rules.  Financial information included in this 
announcement has been prepared, unless specifically stated otherwise, in 
accordance with accounting standards applicable in the UK and thus may not be 
comparable to the financial information of United States companies or companies 
whose financial statements are prepared in accordance with generally accepted 
accounting principles in the United States. 
The receipt of cash pursuant to the Scheme by a US Holder as consideration for 
the cancellation of its Chloride shares pursuant to the Scheme may be a taxable 
transaction for United States federal income tax purposes and under applicable 
United States state and local, as well as foreign and other, tax laws.  Each 
Chloride shareholder is urged to consult his independent professional adviser 
immediately regarding the tax consequences of the Scheme applicable to him. 
Forward-looking Statements 
This announcement, including any information referred to, included in or 
incorporated by reference into this announcement, contains "forward-looking 
statements" concerning Emerson, Rutherfurd and the Emerson Group, Chloride and 
the Chloride Group, and the combined Emerson Group and Chloride Group following 
completion of the Offer (the "Enlarged Group"), that are subject to risks and 
uncertainties.  These forward-looking statements may be identified by words such 
as "believes", "expects", "anticipates", "projects", "intends", "should", 
"seeks", "estimates", "future" or similar expressions or by discussion of, among 
other things, strategy, goals, plans or intentions.  Various factors may cause 
actual results to differ materially in the future from those reflected in 
forward-looking statements contained in this announcement, including any 
information included or incorporated by reference in this announcement, among 
others: (1) economic and currency conditions; (2) market demand; (3) pricing; 
(4) competitive and technological factors; (5) the risk that the transaction may 
not be consummated; (6) the risk that a regulatory approval that may be required 
for the transaction is not obtained or is obtained subject to conditions that 
are not anticipated; (7) the risk that Chloride will not be integrated 
successfully into Emerson; and (8) the risk that revenue opportunities, cost 
savings and other anticipated synergies from the transaction may not be fully 
realised or may take longer to realise than expected.  Other unknown or 
unpredictable factors could cause actual results to differ materially from those 
in any forward-looking statement.  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.  Neither Emerson nor Rutherfurd 
undertakes any obligation to update publicly or revise any forward-looking 
statements, whether as a result of new information, future events or otherwise, 
except to the extent legally required. 
Nothing contained herein shall be deemed to be a forecast, projection or 
estimate of the future financial performance of any member of the Emerson Group, 
the Chloride Group or the Enlarged Group following completion of the Offer 
unless otherwise stated. 
 
Dealing Disclosure Requirements under the Code 
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 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(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 pm 
(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 [phone]. 
 
Publication 
In accordance with Rule 19.11 of the Code, a copy of this announcement will be 
published on Emerson's website (www.emerson.com) and on Chloride's website 
(www.chloridepower.com). 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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