Response to Emerson Electric Co.'s approach

 

TIDMCHLD 
 
RNS Number : 7655K 
Chloride Group PLC 
26 April 2010 
 

For immediate release 
 
 
26 April 2010 
 
 
Chloride Group PLC ("Chloride"or "the Company") 
 
Response to Emerson Electric Co.'s ("Emerson") approach 
 
The Board of Chloride notes the announcement today by Emerson of a possible 
offer for the Company. 
 
Chloride confirms that it received an approach from Emerson on Friday 23 April 
2010, regarding a possible offer for the Company at 275 pence per share in cash. 
 The approach is subject to a number of pre-conditions, including due diligence 
and the unanimous recommendation of the Board of Chloride. 
 
The Board confirms that it held discussions in 2008 with Emerson with regard to 
a 270 pence per share offer and this offer was rejected as it undervalued the 
Company. 
 
Since Emerson's approach in 2008, Chloride has continued to develop the business 
and its strategy, both organically and through acquisition, and the Board 
believes the Company has better prospects as result of the steps that it has 
taken in this regard.  Accordingly, the Board of Chloride considers that this 
latest offer proposal from Emerson continues to significantly undervalue the 
Company and accordingly rejects it. 
 
There is no certainty that any offer for the Company will be forthcoming nor as 
to the terms of any such offer. 
 
Enquiries 
 
Hudson Sandler 
Andrew Hayes 
                              [phone] 
Kate Hough 
George Parker 
 
 
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]. 
 
Relevant securities in issue 
In accordance with Rule 2.10 of the Code, Chloride confirms that, as at the 
close of business on 23 April 2010, its issued share capital comprised 
263,033,510 ordinary shares of 25 pence each.  The International Securities 
Identification Number for these securities is GB0001952075. 
 
Rule 19.11 disclosure 
In accordance with Rule 19.11 of the Code, a copy of this announcement will be 
available 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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