Posting Of Scheme Document

RNS Number:6924S
Zetex Plc
18 April 2008


 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 such jurisdiction.

18 April 2008

Zetex PLC ("ZETEX")

RECOMMENDED PROPOSAL FOR THE CASH ACQUISITION OF ZETEX
Posting of Scheme Document

On 4 April 2008, the boards of Zetex and Diodes Incorporated ("Diodes")
announced the terms of a recommended cash offer by Diodes Holdings UK Limited (a
wholly owned subsidiary of Diodes), ("Bidco") of 85.45 pence per share for the
entire issued and to be issued ordinary share capital of Zetex (the "Recommended
Proposal") to be effected by way of a scheme of arrangement pursuant to section
895 of the Companies Act 2006 (the "Scheme").

The boards of Zetex and Diodes are now pleased to announce that the scheme
document (the "Scheme Document"), containing full details of the Recommended
Proposal and the Scheme, was posted to holders of Scheme Shares (as defined in
the Scheme Document) (and, for information, to holders of options over ordinary
shares in Zetex) today.

Excluded Shares (as defined in the Scheme Document) will not be included in the
cash offer.

The Scheme Document will be available for inspection during normal business
hours on any weekday (Saturdays, Sundays and public holidays excepted) at the
offices of Eversheds, Senator House, 85 Queen Victoria Street, London EC4V 4SL
until close of business 9 May 2008 and thereafter at One Wood Street, London
EC2V 7WS until the Effective Date (as defined in the Scheme Document).

The Scheme Document is also available on Zetex's website at www.zetex.com.
Personalised forms of proxy for use in connection with the Recommended Proposal
have been posted with the Scheme Document to relevant holders of ordinary shares
in Zetex.

Zetex has submitted two copies of the Scheme Document to the UK Listing
Authority, as required under 9.6.1 R of the Listing Rules. These will be
available for inspection shortly at the UK Listing Authority's Document Viewing
Facility, which is situated at Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.

The expected timetable of principal events required to implement the Scheme is
as follows:

12 May 2008, at 4.30 p.m.          Court Meeting
12 May 2008, at 5.00 p.m.          Extraordinary General Meeting
4 June 2008                        Scheme Court Hearing (to sanction the Scheme)
5 June 2008, at 6.00 p.m.          Last day of dealings in, and for registration 
                                   of transfers of, Zetex Shares and Scheme 
                                   Record Time
6 June 2008                        Zetex Shares suspended
9 June 2008                        Effective Date
9 June 2008, at 8.00 a.m.          Delisting of Zetex Shares

Terms defined in the Scheme Document have the same meanings in this
announcement.

Enquiries:
Zetex plc                                               Tel: [phone]
Liz Airey, Chairman

Hans Rohrer, Chief Executive Officer
NM Rothschild & Sons Limited ("Rothschild") (financial  Tel: [phone]
adviser to Zetex plc)
Andrew Thomas

James Gaskell
Citigate Dewe Rogerson (PR advisers to Zetex)          Tel: [phone]
Toby Mountford

Justin Griffiths
Diodes Incorporated
Dr Keh-Shew Lu                                         Tel: [phone]

Carl Wertz                                             Tel: [phone]
UBS Investment Bank (financial adviser 
to Bidco and Diodes Incorporated)                      Tel: [phone]
Gavin Domm                                             Tel: [phone]

Gavin Slader                                           Tel: [phone]

Craig Calvert                                          Tel: [phone]
Shelton Group (IR adviser to Diodes)                   Tel: [phone]
Leanne Sievers

This announcement is not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or solicitation of any vote or approval in any jurisdiction pursuant to the
Recommended Proposal or otherwise.  The Recommended Proposal will be carried out
solely through the Scheme Document, which contains the full terms and conditions
of the Recommended Proposal (including details of how to vote in respect of the
Recommended Proposal).  Any acceptance or other response to the Recommended
Proposal should be made only on the basis of the information in the Scheme
Document.  Zetex Shareholders are advised to read the formal documentation in
relation to the Recommended Proposal carefully.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.  This announcement has been prepared for the purpose of
complying with English law and the City Code on Takeovers and Mergers 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
jurisdictions outside the UK.

Rothschild is regulated in the UK by the Financial Services Authority and is
acting exclusively for Zetex in connection with the Recommended Proposal and
no-one else and will not be responsible to anyone other than Zetex for providing
the protections afforded to its clients or for providing advice in relation to
the Recommended Proposal or any other matters referred to in this announcement.

UBS Limited and UBS Securities LLC (together, "UBS") are acting exclusively for
Diodes and Bidco and no-one else in connection with the Recommended Proposal and
will not be responsible to anyone other than Diodes and Bidco for providing the
protections afforded to clients of UBS or for providing advice in relation to
the Recommended Proposal or any matter referred to in this announcement.

Forward looking statements

This announcement includes "forward-looking statements".  These statements are
based on the current expectations of the management of Zetex and Diodes and are
naturally subject to uncertainty and changes in circumstances.  The
forward-looking statements contained in this announcement include statements
regarding the expected timing and scope of the Acquisition.  Forward-looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates", "believe",
"will", "may", "should", would", "could" and words of similar import.  Although
Zetex and Diodes believe that the expectations reflected in such forward-looking
statements are reasonable, Zetex and Diodes can give no assurance that such
expectations will prove to have been correct.  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.  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 (as defined in the
Scheme Document) to the Acquisition (as defined in the Scheme Document), and
Diodes' and Bidco's ability to successfully integrate successfully the
operations and employees of Zetex, as well as additional factors, such as: local
and global political and economic conditions; significant price discounting by
competitors; changes in consumer habits and preferences; foreign exchange rate
fluctuations and interest rate fluctuations (including those from any potential
credit rating decline); legal or regulatory developments and changes; the
uncertainties of litigation; Diodes' and Bidco's ability successfully to expand
internationally and manage growth; the impact of any acquisitions or similar
transactions; competitive product and pricing pressures; production or
distribution disruptions and changes in the supply and cost of raw materials;
and non-payment of receivables by distributors.  Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements.  Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual results.  Zetex, Diodes and Bidco assume no obligation to update publicly
or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.

Rule 8 Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Zetex, all "dealings" in any "relevant securities" of
Zetex (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 p.m. (London time) on the London Business Day following the date of the
relevant transaction.  This requirement will continue until the date on which
the Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn or on which the "offer period" otherwise ends.  If two or more persons
act together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Zetex, they will
be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Zetex by Diodes, Bidco or Zetex, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"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.

Terms in quotation marks are defined in the Code, which can be found on the
Panel's website.  If you are in any doubt as to whether or not you are required
to disclose a dealing under Rule 8, you should consult the Panel.


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            The company news service from the London Stock Exchange
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