Posting of Scheme Document

 

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RNS Number : 2266O 
Chloride Group PLC 
25 June 2010 
 

FOR IMMEDIATE RELEASE 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF THAT JURISDICTION 
 
                                                                    25 June 2010 
 
                               Chloride Group PLC 
 
                    Offer Update: Posting of Scheme Document 
 
Further to the announcement, on 8 June 2010 (the "Press Announcement"), of a 
recommended cash offer for the entire issued and to be issued share capital of 
Chloride Group PLC ("Chloride") by ABB Ltd ("ABB"), to be effected by means of a 
scheme of arrangement under Part 26 of the Companies Act 2006, the directors of 
each of ABB and Chloride are pleased to announce that the Scheme Document 
relating to the Offer is today being posted to Chloride Shareholders and, for 
information only, to participants in the Chloride Share Schemes. 
 
The Scheme Document contains, among other things, further information regarding 
the Offer and the Scheme of Arrangement pursuant to which ABB Acquisitions Ltd, 
a wholly owned subsidiary undertaking of ABB, will become the owner of the 
entire issued and to be issued share capital of Chloride.  The Scheme Document 
also sets out the procedures to be followed in connection with the 
implementation of the Scheme, an anticipated timetable of principal events and 
details of the actions to be taken by Chloride Shareholders, and contains 
notices of the Court Meeting and General Meeting of Chloride Shareholders that 
are being convened in connection with the Scheme and which will be held on 
Friday 16 July 2010. 
 
Capitalised terms used in this announcement but not defined have the meanings 
given to them in the Press Announcement. 
 
In accordance with Listing Rule 9.6.1R two copies of the Scheme Document will be 
submitted to the FSA and will be available for inspection at the FSA's Document 
Viewing Facility which is situated at: 
 
Financial Services Authority 
25 The North Colonnade 
Canary Wharf 
London E14 5HS 
 
The Scheme Document will also be available for inspection at the offices of 
Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA and will be 
published on Chloride's website: www.chloridepower.com. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be published on the following websites:  www.abb.com and www.chloridepower.com. 
 
Enquiries: 
Chloride 
+--------------------------------+-----------------------------+ 
| Tim Cobbold                    | Tel:    [phone]    | 
+--------------------------------+-----------------------------+ 
 
Citi (joint financial adviser and corporate broker to Chloride) 
+--------------------------------+-----------------------------+ 
| Philip Robert-Tissot           | Tel:    [phone]    | 
+--------------------------------+-----------------------------+ 
 
Investec (joint financial adviser and corporate broker to Chloride) 
+--------------------------------+-----------------------------+ 
| Chris Treneman                 | Tel:    [phone]    | 
+--------------------------------+-----------------------------+ 
 
Hudson Sandler (financial PR adviser to Chloride) 
+--------------------------------+-----------------------------+ 
| Andrew Hayes                   | Tel:    [phone]    | 
+--------------------------------+-----------------------------+ 
| Kate Hough                     |                             | 
+--------------------------------+-----------------------------+ 
 
ABB 
+--------------------------------+-----------------------------+ 
| Thomas Schmidt, Corporate      | Tel:    [phone]     | 
| Communications                 |                             | 
+--------------------------------+-----------------------------+ 
| Michel Gerber, Investor        |                             | 
| Relations                      |                             | 
+--------------------------------+-----------------------------+ 
 
Credit Suisse (financial adviser to ABB) 
+--------------------------------+-----------------------------+ 
| Vikas Seth                     | Tel:    [phone]    | 
+--------------------------------+-----------------------------+ 
| Zachary Brech                  |                             | 
| Laurent Bouvier                |                             | 
|                                |                             | 
+--------------------------------+-----------------------------+ 
 
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 
Acquisition or otherwise, nor shall there be any sale, issuance or transfer of 
the securities in any jurisdiction in contravention of applicable law. Any vote 
in respect of the Scheme or other response in relation to the Acquisition should 
be made only on the basis of the information in the Scheme Document or any 
document by which the Acquisition is made. Chloride will prepare the Scheme 
Document to be distributed to Chloride Shareholders. Chloride and ABB urge 
Chloride Shareholders to read the Scheme Document when it becomes available 
because it will contain important information relating to the Acquisition. 
Chloride Shareholders may obtain a free copy of the Scheme Document, when it 
becomes available, from either Chloride's registered office or Citi or Investec. 
 
Whether or not certain Chloride Shares are 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 325 pence in cash 
per Chloride Share. 
 
Credit Suisse, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for ABB and no one else in 
connection with the Acquisition and this announcement and will not be 
responsible to anyone other than ABB for providing the protections afforded to 
clients of Credit Suisse or for providing advice in connection with the 
Acquisition or any 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 Acquisition and this announcement and will not be 
responsible to anyone other than Chloride for providing the protections afforded 
to clients of Citi or for providing advice in connection with the Acquisition 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 Acquisition and this announcement and will not be 
responsible to anyone other than Chloride for providing the protections afforded 
to clients of Investec or for providing advice in connection with the 
Acquisition or any matter referred to herein. 
 
Overseas Jurisdictions 
 
The availability of the Acquisition 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 
Acquisition 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 Acquisition will not be 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 
Acquisition will not be 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 Acquisition 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 tender offer rules under the US 
Exchange Act.  Accordingly, the Scheme is subject to the disclosure requirements 
and practices applicable in the UK to schemes of arrangement which differ from 
the disclosure requirements of the United States 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.  If ABB 
exercises its right to implement the Acquisition by way of a Takeover Offer, the 
Takeover Offer will be made in compliance with applicable United States laws and 
regulations. 
 
The receipt of cash pursuant to the Acquisition 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 
Acquisition applicable to him. 
 
It may be difficult for US Holders to enforce their rights and claims arising 
out of United States federal securities laws, since ABB is located in countries 
other than the United States, and some or all of their officers and directors 
may be residents of countries other than the United States.  US Holders may not 
be able to sue a non-United States company or its officers or directors in a 
non-United States court for violations of United States securities laws. 
Further, it may be difficult to compel a non-United States company and its 
affiliates to subject themselves to a United States court's judgement. 
 
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US 
Exchange Act, ABB or its nominees, or its brokers (acting as agents), may from 
time to time make certain purchases of, or arrangements to purchase, Chloride 
Shares outside of the United States, other than pursuant to the Acquisition, 
until the date on which the Acquisition and/or Scheme becomes effective, lapses 
or is otherwise withdrawn.  These purchases may occur either in the open market 
at prevailing prices or in private transactions at negotiated prices.  Any 
information about such purchases will be disclosed as required in the UK, will 
be reported to the Regulatory News Service of the London Stock Exchange and will 
be available on the London Stock Exchange website at 
http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm. 
 
Forward-Looking Statements 
 
This announcement (including information incorporated by reference in this 
announcement), oral statements made regarding the Acquisition, and other 
information published by ABB and Chloride contain statements that are or may be 
deemed to be "forward-looking statements", including for the purposes of the US 
Private Securities Litigation Reform Act of 1995. These statements are 
prospective in nature and are not based on historical facts, but rather on the 
current expectations of the management of ABB and Chloride about future events 
and are naturally subject to uncertainty and changes in circumstances which 
could cause actual events to differ materially from the future events expected 
or implied by the forward-looking statements. The forward-looking statements 
contained herein include statements about the expected effects of the 
Acquisition on Chloride, ABB, the expected timing and scope of the Acquisition, 
synergies, other strategic options and all other statements in this announcement 
other than historical facts. Forward-looking statements may (but will not 
always) include, without limitation, statements typically containing words such 
as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes", 
"estimates", "will", "may", "budget", "forecasts" and "should" and words of 
similar import. By their nature, forward-looking statements involve risk and 
uncertainty because they relate to events and depend on circumstances that will 
occur in the future. These forward-looking statements are not guarantees of 
future performance and have not been reviewed by the auditors of ABB or 
Chloride. There are a number of factors that could cause actual results and 
developments to differ materially from those expressed or implied by such 
forward-looking statements. These factors include, but are not limited to, the 
satisfaction of the Conditions to the Acquisition, as well as additional 
factors, such as changes in economic conditions, changes in the level of capital 
investment, success of business and operating initiatives and restructuring 
objectives, customers' strategies and stability, changes in the regulatory 
environment, fluctuations in interest and exchange rates, the outcome of 
litigation, government actions and natural phenomena such as floods, earthquakes 
and hurricanes. Other unknown or unpredictable factors could cause actual 
results to differ materially from those in the forward-looking statements. 
Investors should not place undue reliance on any forward-looking statements and 
neither ABB nor Chloride, nor any of their respective advisors, associates, 
directors or officers undertakes any obligation to update publicly, express by 
disclaim or revise forward-looking statements, whether as a result of new 
information, future events or otherwise, except to the extent legally required 
or provides any representation, assurance or guarantee that the occurrence of 
events expressed or implied in any forward-looking statement in this 
announcement will actually occur. 
 
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 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]. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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