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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Castle Support | LSE:CSU | London | Ordinary Share | GB00B1XLC667 | ORD 20P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 108.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCSU RNS Number : 9151M Sulzer Ltd 02 June 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 2 June 2010 FOR IMMEDIATE RELEASE RECOMMENDED CASH OFFER by SULZER (UK) HOLDINGS LIMITED, a wholly-owned subsidiary of Sulzer Ltd, for CASTLE SUPPORT SERVICES PLC SUMMARY n The Boards of Sulzer (UK) Holdings Limited ("Sulzer UK" or the "Offeror") and Castle Support Services plc ("Castle") are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Sulzer UK, a wholly-owned subsidiary of Sulzer Ltd ("Sulzer"), for the entire issued and to be issued ordinary share capital of Castle. n Castle is the ultimate holding company for the Dowding & Mills Group, an independent provider of electro-mechanical maintenance and repair services. n The Offer is 108 pence in cash for each Castle Share (the "Offer Price"), valuing the entire existing issued ordinary share capital of Castle held outside treasury at approximately GBP127.5 million. n The Offer Price represents a premium of approximately: · 44.0 per cent. to the Closing Price of 75.0 pence per Castle Share on 1 June 2010, being the last Business Day prior to the date of this announcement; · 70.1 per cent. to the Closing Price of 63.5 pence per Castle Share on 13 May 2010, being the last Business Day prior to the announcement by Castle that it had received a number of provisional approaches; and · 59.9 per cent. to the average Closing Price of 67.5 pence per Castle Share for the twelve months prior to and including 1 June 2010. n Sulzer is listed on the SIX Swiss Exchange and has a market capitalisation of approximately CHF3.2 billion. The Sulzer Group operates in over 120 locations worldwide. The Sulzer Group specialises in the manufacture of industrial machinery and equipment, surface technology and rotating equipment maintenance, operating through four divisions (Sulzer Pumps, Sulzer Metco, Sulzer Chemtech and Sulzer Turbo Services). The Sulzer Group's key markets are the oil and gas, hydrocarbon processing, power generation, pulp and paper, aviation and automotive industries. n One of Sulzer's stated goals is to increase its focus on service and the proposed acquisition will increase the Sulzer Group's service sales. The acquisition of Castle will expand the Sulzer Group's technical competences and complement the current activities of Sulzer Turbo Services. The proposed acquisition will create a leading independent provider of maintenance and repair services for turbomachinery, generators and motors with potential for further geographic expansion. Castle and Sulzer believe that together they can become an even stronger partner to both existing and potential future customers. n The Castle Directors, who have been so advised by Strand Hanson, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Castle Board, Strand Hanson has taken into account the commercial assessments of the Castle Directors. n Accordingly, the Castle Directors have unanimously agreed to recommend that Castle Shareholders accept the Offer, as each of the Castle Directors who currently hold Castle Shares have irrevocably undertaken to do in respect of their own beneficial shareholdings (or the shareholdings they control) amounting to, in aggregate, 5,518,880 Castle Shares representing approximately 4.67 per cent. of Castle's existing issued ordinary share capital held outside treasury. The undertakings given by the Castle Directors will remain binding even if a higher competing offer for Castle is announced, unless the Offer Document is not posted by 7 June 2010 or the Offer lapses or is withdrawn. n In addition, the Offeror has received Irrevocable Undertakings to accept the Offer from certain significant Castle Shareholders (who are listed in Appendix III to this announcement) in respect of, in aggregate, a further 105,582,296 Castle Shares representing approximately 89.41 per cent. of Castle's existing issued ordinary share capital held outside treasury. The undertakings given by such Castle Shareholders will also remain binding even if a higher competing offer for Castle is announced, unless the Offer Document is not posted by 7 June 2010 or the Offer lapses or is withdrawn. n In aggregate, therefore, the Offeror has received Irrevocable Undertakings to accept the Offer in respect of 111,101,176 Castle Shares, representing approximately 94.09 per cent. of Castle's existing issued ordinary share capital held outside treasury. Further details of these Irrevocable Undertakings are set out in paragraph 3 below and in Appendix III to this announcement. Commenting on the Offer, Ton Büchner, Chief Executive Officer of Sulzer, said: "The intended combination of Castle with Sulzer Turbo Services will create a leading independent provider of maintenance and repair services for turbomachinery, generators and motors with a broader service offering. This will further strengthen the relationship with the shared customer base as well as with potential new customers." Commenting on the Offer, Christopher Mills, Chairman of Castle, said: "We are pleased to have secured this cash Offer of 108 pence per Castle Share which provides Castle Shareholders with an exit from their investment at a significant premium over the value of their shares prior to the commencement of the offer period. The Castle Board unanimously recommends that Shareholders accept this Offer which we believe represents an excellent opportunity for Castle Shareholders to realise a fair and reasonable value for their Castle Shares against a difficult and uncertain global economic trading environment." The Offer Documentation, setting out full details of the Offer and the procedures to be followed by Castle Shareholders to accept the Offer, will be posted to Castle Shareholders, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, today, unless there is an unforeseen delay due to events outside the Offeror's control. This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). In particular, the Offer will be subject to the Conditions set out in Appendix I to this announcement and to the further terms to be set out in the Offer Document. Appendix II sets out the bases and sources of certain financial information contained in this announcement. Appendix III contains details of the Irrevocable Undertakings referred to in this announcement. Appendix IV contains the definitions of certain terms used in this announcement. Enquiries: Sulzer Philippe Dewitz, Head of Investor Relations Tel: +41 52 262 20 22 Verena Gölkel, Media Spokesperson Tel: +41 52 262 26 82 Rothschild (financial adviser to Sulzer and the Offeror) Tel: +44 (0) 20 7280 5000 John Deans Charles Montgomerie Castle Tel: +44 (0) 121 766 6161 Christopher Mills, Chairman Tudor Davies, Director Strand Hanson (financial adviser to Castle) Tel: +44 (0) 20 7409 3494 Rory Murphy Matthew Chandler Citigate Dewe Rogerson (PR adviser to Castle) Tel: +44 (0) 121 362 4035 Fiona Tooley This announcement is not intended to and does not constitute, or form part of, an offer 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 contained in the Offer Documentation. The Offeror will prepare the Offer Documentation to be distributed to Castle Shareholders and, for information only, to persons with information rights. Castle and the Offeror urge Castle Shareholders to read the Offer Documentation when it becomes available because it will contain important information relating to the Offer. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Sulzer and the Offeror in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Sulzer and the Offeror for providing the protections afforded to clients of Rothschild or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Documentation. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, any statement contained herein or otherwise. Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Castle in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to anyone other than Castle for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the contents of this announcement, or any offer or arrangements referred to herein or in the Offer Documentation. Neither Strand Hanson Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise. Notice to overseas Castle Shareholders The availability of the Offer or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Documentation. The Offer referred to in this announcement will not be made available directly or indirectly, in, into or by use of the mails of, or by any means (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in any such jurisdiction and the Offer will not be made available by any such use or means from or within any such jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from any such jurisdiction. This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 United Kingdom. Disclosure Requirements of 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 Castle must make an Opening Position Disclosure following the commencement of the offer period. 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 Castle. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of Castle 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 Castle must make a Dealing Disclosure if the person deals in any relevant securities of Castle. 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 Castle, 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 p.m. (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 Castle, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by Castle and the Offeror and Dealing Disclosures must also be made by Castle and the Offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the 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. 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 +44 (0) 20 7638 0129. The defined terms used in this paragraph "Disclosure Requirements of the Code" are defined in the Code which can be found on the Takeover Panel's website. Cautionary note regarding forward-looking statements This announcement may contain certain "forward-looking statements" which are based on the current expectations of the management of Castle and Sulzer and are subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Offer on the Sulzer Group and the Castle Group, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential divestitures and other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although the boards of Castle and the Offeror and the Relevant Officers of Sulzer believe that the expectations in such forward-looking statements are reasonable, 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, unanticipated issues associated with the satisfaction of the Conditions of the Offer; issues associated with obtaining necessary regulatory approvals and the terms and conditions of such approvals; the inability to integrate successfully the Castle Group within the Sulzer Group or to realise synergies from such integration within the time periods anticipated; and changes in anticipated costs related to the acquisition of Castle. Additional factors that could cause actual results and developments to differ materially include, among other things: n unanticipated changes in revenue, margins, costs, and capital expenditures; n issues associated with new product or service introductions; n foreign currency fluctuations; n increased raw material prices; n unexpected issues associated with the availability of local suppliers and skilled labour; n the risks associated with growth; n geographic factors and political and economic risks; n actions of competitors; n changes in economic or industry conditions generally or in the markets served by the Castle Group and the Sulzer Group; n the state of financial and credit markets; n efficiencies and capacity utilisation of facilities; n issues related to new facilities and expansion of existing facilities; n work stoppages, labour negotiations, and labour rates; n government approval and funding of projects; n the ability of customers to receive financing; and n the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, and joint ventures. Neither Sulzer, the Offeror nor Castle undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements only speak as of the date on which they are made. Publication on websites In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the Castle website at www.castlesupportservices.com by no later than 12 noon on 3 June 2010 and will also be available on the Sulzer website at www.sulzer.com during the course of the Offer. Rule 2.10 Disclosure In accordance with Rule 2.10 of the Code, Castle confirms that as at the date of this announcement it has 118,083,186 ordinary shares of 20 pence each in issue and admitted to trading on AIM, all with equal voting rights. The total number of voting rights in Castle is therefore 118,083,186. The International Securities Identification Number for Castle Shares is GB00B1XLC667. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION 2 June 2010 FOR IMMEDIATE RELEASE RECOMMENDED CASH OFFER by SULZER (UK) HOLDINGS LIMITED, a wholly-owned subsidiary of Sulzer Ltd, for CASTLE SUPPORT SERVICES PLC 1. INTRODUCTION The Boards of Sulzer (UK) Holdings Limited ("Sulzer UK" or the "Offeror") and Castle Support Services plc ("Castle") are pleased to announce that they have agreed the terms of a recommended cash offer to be made by Sulzer UK, a wholly-owned subsidiary of Sulzer Ltd ("Sulzer"), for the entire issued and to be issued ordinary share capital of Castle. Castle is the ultimate holding company for the Dowding & Mills Group, an independent provider of electro-mechanical maintenance and repair services. 2. THE OFFER The Offer, which will be subject to the Conditions and further terms set out below and in Appendix I, and the full terms and conditions to be set out in the Offer Document and, in the case of certificated Castle Shares, in the Form of Acceptance, will be made on the following basis: 108 pence in cash for each Castle Share The terms of the Offer value the entire existing issued ordinary share capital of Castle held outside treasury at approximately GBP127.5 million. The Offer Price represents a premium of approximately: n 44.0 per cent. to the Closing Price of 75.0 pence per Castle Share on 1 June 2010, the last Business Day prior to the date of this announcement; n 70.1 per cent. to the Closing Price of 63.5 pence per Castle Share on 13 May 2010, being the last Business Day prior to the announcement by Castle that it had received a number of provisional approaches; and n 59.9 per cent. to the average Closing Price of 67.5 pence per Castle Share for the twelve months prior to and including 1 June 2010. The Castle Shares will be acquired by the Offeror fully paid, or credited as fully paid, and free from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and any other third party rights and/or interests of any nature whatsoever and together with all rights existing as at the date of this announcement or thereafter attaching thereto, including, without limitation, all voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement in respect of the Castle Shares. If any dividend or other distribution in respect of the Castle Shares is declared, paid or made on or after the date of this announcement, the Offeror reserves the right to reduce the consideration payable for each Castle Share under the terms of the Offer by the amount per Castle Share of such dividend or distribution. 3. IRREVOCABLE UNDERTAKINGS The Offeror has received Irrevocable Undertakings to accept the Offer from all of the Castle Directors who currently hold Castle Shares, in respect of beneficial shareholdings (or the shareholdings they control) amounting to, in aggregate, 5,518,880 Castle Shares representing approximately 4.67 per cent. of Castle's existing issued ordinary share capital held outside treasury. These undertakings will remain binding even if a higher competing offer for Castle is announced, unless the Offer Document is not posted by 7 June 2010 or the Offer lapses or is withdrawn. The Offeror has also received Irrevocable Undertakings to accept the Offer from certain significant Castle Shareholders (who are listed in Appendix III to this announcement) in respect of, in aggregate, a further 105,582,296 Castle Shares representing approximately 89.41 per cent. of Castle's existing issued ordinary share capital held outside treasury. These undertakings will also remain binding even if a higher competing offer for Castle is announced unless the Offer Document is not posted by 7 June 2010 or the Offer lapses or is withdrawn. In aggregate, therefore, the Offeror has received Irrevocable Undertakings to accept the Offer in respect of 111,101,176 Castle Shares, representing approximately 94.09 per cent. of Castle's existing issued ordinary share capital held outside treasury. Further details of these Irrevocable Undertakings to accept the Offer received by the Offeror are set out in Appendix III to this announcement. 4. INFORMATION RELATING TO SULZER AND THE OFFEROR Sulzer is listed on the SIX Swiss Exchange and has a market capitalisation of approximately CHF3.2 billion. The Sulzer Group was founded in 1834 in Winterthur, Switzerland, and now operates in over 120 locations worldwide. The Sulzer Group specialises in the manufacture of industrial machinery and equipment, surface technology, and rotating equipment maintenance, operating through four divisions (Sulzer Pumps, Sulzer Metco, Sulzer Chemtech and Sulzer Turbo Services). The Sulzer Group employs some 12,000 people worldwide, who are dedicated to creating innovative solutions to help customers strengthen their competitive position. Markets served include the oil and gas, hydrocarbon processing, power generation, pulp and paper, aviation and automotive industries. The Sulzer Group had sales of CHF3,350m and operating income of CHF368m in the twelve months to 31 December 2009. Sulzer Turbo Services is an independent provider of repair and maintenance services for thermal turbomachinery and other rotating equipment. The division also manufactures and sells replacement parts for gas turbines, steam turbines and compressors. Sulzer Turbo Services' customers are in the oil and gas, hydrocarbon processing, power generation and other industrial markets. Sulzer Turbo Services had sales of CHF291m and operating income of CHF33m in the twelve months to 31 December 2009. The Offeror is a wholly-owned subsidiary of Sulzer, incorporated in the United Kingdom. 5. INFORMATION RELATING TO CASTLE Incorporated on 3 February 2005, Castle acts as the ultimate holding company for the Dowding & Mills Group. Established in 1919, the Dowding & Mills Group has operations in a number of countries and is principally engaged in the provision of high quality specialist electro-mechanical inspection, maintenance and repair services encompassing: power generator and electric motor repair; mechanical repair; mechanical and electrical site work and condition monitoring services. The Castle Group operates globally from its headquarters in Birmingham, United Kingdom, and its well-established overseas subsidiaries in the United States, Australia and the United Arab Emirates. It has a leading position and high levels of expertise in generators and motors, servicing key international sectors including energy generation, oil, gas, resources and shipping. Its quality repair and remanufacturing service provides a fast and ecologically sound alternative to the replacement of motors and generators. The provision of repair services on an emergency rapid turnaround helps to maintain the productivity levels of it global customers. Castle is a public company whose shares have been admitted to trading on AIM since 3 May 2005. In its latest financial year to 30 June 2009, the Castle Group achieved total revenue of GBP125.5m (2008: GBP116.3m), an operating profit (before profit on disposals) of GBP17.2m (2008: GBP15.4m) and a profit on ordinary activities after taxation of GBP12.1m (2008: GBP12.9m). As at 31 December 2009, total assets were GBP100.7m (2008: GBP104.8m) with net assets of GBP29.5m (2008: GBP50.1m) and net debt of GBP4.2m (2008: GBP6.9m). As at 31 December 2009, the Castle Group's defined benefit pension scheme had a gross deficit under IAS19 of approximately GBP25.1m and GBP18.1m net of deferred tax (2008: surplus of GBP8.7m gross and GBP6.2m net of deferred tax). The total number of Castle Shares in issue as at the date of this announcement is 118,083,186 and there are approximately 2,150 registered shareholders. The market capitalisation of Castle, based on the Closing Price of 75.0 pence per Castle Share on 1 June 2010, being the last Business Day prior to the date of this announcement, was approximately GBP88.6m. Current trading and prospects Trading has continued to be in line with the Chairman's Statement to the recent Interim Financial Statements released on 31 March 2010 with the business continuing to achieve good margins and improvements in the levels of incoming business, despite dampened activity in the current global macro-economic environment. 6. BACKGROUND TO AND REASONS FOR THE OFFER Sulzer sees clear strategic benefits from a combination of Sulzer Turbo Services and Castle. The proposed acquisition of Castle will increase Sulzer's service sales. The proposed acquisition will expand the Sulzer Group's technical competences and complement the current activities of Sulzer Turbo Services. The proposed acquisition will create a leading independent provider of maintenance and repair services for turbomachinery, generators and motors with potential for further geographic expansion. Castle and Sulzer believe that together they can become an even stronger partner to both existing and potential future customers. Sulzer believes the successful integration of the two businesses will result in improved growth prospects for both Castle and Sulzer Turbo Services. 7. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION Since re-admission of the Castle Shares to trading on AIM in June 2007, following completion of the successful reverse acquisition of DMTSL, the Castle Group's core commitment to offering a high quality reliable service to its customers has enabled it to deliver a resilient financial performance and achieve progress in a number of areas, including: * improving the operating performance of its business, growing revenue, EBITDA and operating profit (before pension settlement and profit on disposals) from approximately GBP104.6m, GBP15.1m and GBP12.7m respectively (being the pro-forma annualised 2007 results based on the ten-month period to 30 June 2007) to GBP125.5m, GBP19.6m and GBP17.2m in the latest financial year ended 30 June 2009; * completing a strategic move into the Middle East region through the acquisition in January 2008 of a 50 per cent. equity interest in Intersel FZE based in Dubai, United Arab Emirates for a total consideration of GBP1.9m (including costs), thereby providing a platform from which to leverage the Castle Group's skills and experience and benefit from growth in this region; * commencing two expansion projects to meet the growth in demand for the Castle Group's services at its existing operations in the United States and Australia, comprising the expansion of the service facility in Gillette, Wyoming, United States and a workshop extension in Brisbane, Australia; * converting, through strong cash generation and efficient management of capital resources, including the recent disposal in April 2010 of Dowding & Mills (UK) Limited's calibration division, a net debt position of approximately GBP24.1m as at 30 June 2007 into a current net cash position of approximately GBP4m; * making additional contributions since 30 June 2007 of GBP8.1m to the Castle Group's defined benefit pension scheme over and above the normal service costs and undertaking a number of initiatives to safeguard members' accrued benefits, mitigate the Castle Group's funding exposure, de-risk and reduce the size of the scheme including: the closure of the scheme to future accrual and the introduction of a defined contribution scheme; the buyout of GBP27m of pensioners' liabilities with a major insurance company; the transfer of GBP7.3m of liabilities out of the scheme following a transfer value exercise for deferred members; and a change from a predominantly equity based investment strategy to a more balanced portfolio that better matches the income requirements of retiring members; and * buying back a total of 7,975,214 ordinary shares at an average price (including costs) of 47.3 pence per Castle Share which are currently held in treasury. Reasons for recommending the Offer In deciding to recommend the Offer, the Castle Board has taken into account the following important considerations: * Between March 2008 and March 2009 the Castle Board conducted a comprehensive strategic review of the business to assess the opportunities for growth including the possibility of alliances, joint ventures, mergers and acquisitions, in order to leverage the Castle Group's considerable expertise into a range of industrial sectors and geographic locations for the benefit of its business, its employees and Castle Shareholders. The Castle Board believes that Sulzer is an excellent fit with Castle and will enable the Castle Group to achieve its plans for international expansion and the long term development of the business; * Despite the strong operational performance and other above mentioned achievements, Castle's share price has declined from an issue price of 89 pence on re-admission in June 2007 to a Closing Price of 63.5 pence on 13 May 2010, being the last Business Day prior to the announcement by Castle that it had received a number of provisional approaches; * The Castle Group's defined benefit pension scheme had a net deficit under IAS19 as at 31 December 2009 of GBP18.1m and despite being closed to future accrual continues to require significant regular and additional annual funding contributions in accordance with a payment schedule agreed with the scheme's trustees to address this deficit; * Irrevocable Undertakings obtained by the Offeror amount, in aggregate, to provisional acceptance of the Offer in respect of 111,101,176 Castle Shares, representing approximately 94.09 per cent. of Castle's existing issued ordinary share capital held outside treasury. Accordingly, the Castle Board believes that the acceptance condition to the Offer is most likely to be met shortly following publication of the Offer Document and that further to paragraph 11 below, the Offeror will then declare the Offer unconditional in all respects. If the Offer becomes, or is declared, wholly unconditional or the Offeror receives sufficient acceptances from Castle Shareholders and/or otherwise acquires more than 75 per cent. of the Castle Shares, the Offeror has stated that it intends to procure the making of an application by Castle to the London Stock Exchange for the cancellation of the admission of Castle Shares to trading on AIM. Any such cancellation is anticipated to take effect no earlier than 20 Business Days after the Offer becomes or is declared wholly unconditional or the Offeror receives sufficient acceptances from Castle Shareholders and/or otherwise acquires more than 75 per cent. of Castle Shares. This is likely to reduce significantly the liquidity and marketability of any Castle Shares not acquired pursuant to the Offer. The Castle Board recognises the complementary strengths and service offerings of the Sulzer and Castle businesses and considers that being part of a well capitalised Sulzer Group will provide Castle with access to greater financial resources and a stronger platform to take advantage of potential opportunities to accelerate its long term future growth, international development and expansion. The Castle Board acknowledges that the Offer consideration represents an attractive premium of approximately 70.1 per cent. to the Closing Price of 63.5 pence per Castle Share on 13 May 2010, being the last Business Day prior to the announcement by Castle that it had received a number of provisional approaches and a 21.3 per cent. premium to the issue price on 19 June 2007, being the date of re-admission of the enlarged Castle Group to trading on AIM following the successful reverse acquisition of DMTSL. As a result of the factors outlined above, the Castle Board has concluded that the certainty of the cash amount represented by the Offer represents an excellent opportunity for Castle Shareholders to realise a fair and reasonable value for their Castle Shares and achieve an immediate exit from their investment in Castle. 8. RECOMMENDATION The Castle Directors, who have been so advised by Strand Hanson, consider the terms of the Offer to be fair and reasonable. In providing its advice to the Castle Directors, Strand Hanson has taken into account the Castle Directors' commercial assessments of the Offer. Accordingly, the Castle Directors have unanimously agreed to recommend that Castle Shareholders accept the Offer, as each of the Castle Directors who currently hold Castle Shares have irrevocably undertaken to do in respect of their entire beneficial shareholdings (or the shareholdings they control), amounting to, in aggregate, 5,518,880 Castle Shares, representing approximately 4.67 per cent. of Castle's existing issued ordinary share capital held outside treasury. Further details of these Irrevocable Undertakings are set out in paragraph 3 above and in Appendix III to this announcement. 9. MANAGEMENT, EMPLOYEES AND LOCATIONS Sulzer intends to continue the businesses of Castle, including supporting Castle's current activities. There are currently no planned major restructurings or significant changes in the location of Castle's operations and places of business. Sulzer attaches great importance to the skills and experience of the management and employees of Castle and expects Castle's managers and employees to play an important role in the enlarged group as well as benefiting from greater opportunities within it. If the Offer becomes or is declared unconditional in all respects, Sulzer intends that the existing employment rights, including accrued pension rights, of the Castle employees and management will be safeguarded in accordance with statutory and contractual requirements. There are currently no plans to significantly change the incentivisation arrangements with the management of Castle. The non-executive chairman of Castle, Christopher Mills, and the non-executive directors of Castle, David Banks and Colin Keith, have agreed to resign following the Offer becoming unconditional in all respects. Furthermore, Tudor Davies and Timothy Barrett, Executive Director and Finance Director respectively, will step down from the Castle Board following the Offer becoming unconditional in all respects, in line with the Sulzer Group's normal practice of separating board membership and executive management. 10. FINANCING OF THE OFFER The total cash consideration payable pursuant to the Offer is approximately GBP127.5 million. Sulzer has made available to the Offeror sufficient funds to enable the Offeror to finance the Offer entirely from the Offeror's existing cash resources. Rothschild, financial adviser to Sulzer and the Offeror, is satisfied that sufficient resources are available to the Offeror to enable it to satisfy in full the total cash consideration payable under the terms of the Offer. 11. CONDITIONALITY OF THE OFFER The Offer will be subject to the Conditions and the further terms set out in Appendix I and the terms and conditions to be set out in the Offer Documentation when issued. The Offer will be conditional upon, amongst other things, the Offeror receiving valid acceptances of the Offer in respect of not less than 90 per cent. of the Castle Shares to which the Offer relates (or such lower percentage as the Offeror may decide provided that such Condition will not be satisfied unless the Offeror and/or any other members of the Sulzer Group have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Castle Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Castle). Upon the Offeror receiving valid acceptances of the Offer in respect of 90 per cent. or more of the Castle Shares to which the Offer relates, the Offeror will waive all other Conditions to the Offer and waive the term of the Offer set out at paragraph 6 in Part B of Appendix I and will declare the Offer unconditional in all respects (and not only unconditional as to acceptances). 12. DISCLOSURE OF INTERESTS IN CASTLE SHARES As at the close of business on 1 June 2010 (being the latest practicable Business Day prior to the date of this announcement), and save for the Irrevocable Undertakings referred to in paragraph 3 of this announcement, neither Sulzer nor the Offeror, nor any of the directors of Sulzer or the Offeror, nor, so far as Sulzer or the Offeror is aware, any person acting in concert (within the meaning of the Code) with them has any interest in, owns or has owned or controls or has controlled any Castle Shares or any securities convertible or exchangeable into Castle Shares (including pursuant to any short or long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds or has held any options (including traded options) in respect of, or has or has had any option to acquire, any Castle Shares or has entered into any derivatives referenced to Castle Shares ("Relevant Shares") which remain outstanding, nor does any such person have or has any such person had any arrangement in relation to Relevant Shares. An "arrangement" for these purposes also includes any indemnity or option arrangement, or any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Shares which may be an inducement to deal or refrain from dealing in such securities, or any borrowing or lending of Relevant Shares that have not been on-lent or sold. 13. CONFIRMATION REGARDING OPENING POSITION DISCLOSURE The Offeror confirms that it is on the date of this announcement making an Opening Position Disclosure, which discloses the details required to be disclosed by it under Rule 8.1(a) of the Code. 14. COMPULSORY ACQUISITION AND CANCELLATION OF AIM ADMISSION AND RE-REGISTRATION AS A PRIVATE COMPANY If the Offeror receives acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more in nominal value of Castle Shares to which the Offer relates and assuming all other Conditions of the Offer have been satisfied or waived (if they are capable of being waived), the Offeror intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any remaining Castle Shares to which the Offer relates on the same terms as the Offer. Furthermore, if the Offer becomes or is declared unconditional in all respects or the Offeror receives sufficient acceptances from Castle Shareholders, and/or otherwise acquires more than 75 per cent. of Castle Shares, the Offeror intends to procure that Castle applies to the London Stock Exchange for the cancellation of the admission of Castle Shares to trading on AIM. It is anticipated that, subject to any applicable requirements of the London Stock Exchange, such cancellation will take effect no earlier than 20 Business Days after the date on which the Offer becomes or is declared unconditional in all respects or the Offeror receives sufficient acceptances from Castle Shareholders, and/or otherwise acquires more than 75 per cent. of Castle Shares. It is anticipated that the cancellation of the admission of Castle Shares to trading on AIM would reduce the liquidity and marketability of any Castle Shares not acquired under the Offer. Following such cancellation and delisting, the Offeror intends to procure that Castle re-registers from a public limited company to a private limited company under the relevant provisions of the Companies Act 2006. 15. GENERAL The Offer Documentation, setting out full details of the Offer and the procedures to be followed by Castle Shareholders to accept the Offer, will be posted to Castle Shareholders, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, today, unless there is an unforeseen delay due to events outside the Offeror's control. The Offer will be subject to the Conditions set out in Appendix I to this announcement and to the further terms to be set out in the Offer Document. Appendix II sets out the bases and sources of certain financial information contained in this announcement. Appendix III contains details of the Irrevocable Undertakings referred to in this announcement. Appendix IV contains the definitions of certain terms used in this announcement. The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority. This announcement is not intended to and does not constitute, or form part of, an offer 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 contained in the Offer Documentation. The Offeror will prepare the Offer Documentation to be distributed to Castle Shareholders and, for information only, to persons with information rights. Castle and the Offeror urge Castle Shareholders to read the Offer Documentation when it becomes available because it will contain important information relating to the Offer. Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Sulzer and the Offeror in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than Sulzer and the Offeror for providing the protections afforded to clients of Rothschild or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Documentation. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, any statement contained herein or otherwise. Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Castle in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to anyone other than Castle for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the contents of this announcement, or any offer or arrangements referred to herein or in the Offer Documentation. Neither Strand Hanson Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson Limited in connection with this announcement, any statement contained herein or otherwise. Notice to overseas Castle Shareholders The availability of the Offer or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders will be contained in the Offer Documentation. The Offer referred to in this announcement will not be made available directly or indirectly, in, into or by use of the mails of, or by any means (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in any such jurisdiction and the Offer will not be made available by any such use or means from or within any such jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from any such jurisdiction. This announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules 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 United Kingdom. Disclosure Requirements of 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 Castle must make an Opening Position Disclosure following the commencement of the offer period. 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 Castle. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period. Relevant persons who deal in the relevant securities of Castle 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 Castle must make a Dealing Disclosure if the person deals in any relevant securities of Castle. 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 Castle, 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 p.m. (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 Castle, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by Castle and the Offeror and Dealing Disclosures must also be made by Castle and the Offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the 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. 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 +44 (0) 20 7638 0129. The defined terms used in this paragraph "Disclosure Requirements of the Code" are defined in the Code which can be found on the Takeover Panel's website. Cautionary note regarding forward-looking statements This announcement may contain certain "forward-looking statements" which are based on the current expectations of the management of Castle and Sulzer and are subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Offer on the Sulzer Group and the Castle Group, the expected timing and scope of the Offer, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential divestitures and other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Although the boards of Castle and the Offeror and the Relevant Officers of Sulzer believe that the expectations in such forward-looking statements are reasonable, 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, unanticipated issues associated with the satisfaction of the Conditions of the Offer; issues associated with obtaining necessary regulatory approvals and the terms and conditions of such approvals; the inability to integrate successfully the Castle Group within the Sulzer Group or to realise synergies from such integration within the time periods anticipated; and changes in anticipated costs related to the acquisition of Castle. Additional factors that could cause actual results and developments to differ materially include, among other things: n unanticipated changes in revenue, margins, costs, and capital expenditures; n issues associated with new product or service introductions; n foreign currency fluctuations; n increased raw material prices; n unexpected issues associated with the availability of local suppliers and skilled labour; n the risks associated with growth; n geographic factors and political and economic risks; n actions of competitors; n changes in economic or industry conditions generally or in the markets served by the Castle Group and the Sulzer Group; n the state of financial and credit markets; n efficiencies and capacity utilisation of facilities; n issues related to new facilities and expansion of existing facilities; n work stoppages, labour negotiations, and labour rates; n government approval and funding of projects; n the ability of customers to receive financing; and n the ability to complete and appropriately integrate restructurings, consolidations, acquisitions, divestitures, strategic alliances, and joint ventures. Neither Sulzer, the Offeror nor Castle undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements only speak as of the date on which they are made. Publication on websites In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the Castle website at www.castlesupportservices.com by no later than 12 noon on 3 June 2010 and will also be available on the Sulzer website at www.sulzer.com during the course of the Offer. Rule 2.10 Disclosure In accordance with Rule 2.10 of the Code, Castle confirms that as at the date of this announcement it has 118,083,186 ordinary shares of 20 pence each in issue and admitted to trading on AIM, all with equal voting rights. The total number of voting rights in Castle is therefore 118,083,186. The International Securities Identification Number for Castle Shares is GB00B1XLC667. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER Part A: Conditions of the Offer 1. Valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the first closing date of the Offer (or, subject to the Code, such later time(s) and/or date(s) as the Offeror may decide) in respect of not less than 90 per cent. of Castle Shares to which the Offer relates and not less than 90 per cent. of the voting rights carried by those shares (or, in either case, such lower percentage as the Offeror may decide). However, this Condition will not be satisfied unless the Offeror and/or its wholly owned subsidiaries have acquired or agreed to acquire Castle Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of Castle including, for this purpose, to the extent (if any) required by the Code, the voting rights attaching to any Castle Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances. In this Condition: 1.1. the expression "Castle Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) Companies Act 2006; 1.2. Castle Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry when they are issued; and 1.3. valid acceptances shall be treated as having been received in respect of any Castle Shares that the Offeror shall, pursuant to section 979(8) and, if applicable, section 979(9) Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer. 2. In addition, the Offeror and Castle have agreed that, subject as stated in Part B below, the Offer will also be conditional upon Condition 1 above having been fulfilled and provided that the following Conditions (as amended if appropriate) are satisfied or waived as referred to below: 2.1. no Relevant Authority having taken, instituted, implemented or threatened any action, proceeding, suit, investigation or enquiry, or enacted, made or proposed any statute, regulation or order, or taken any other step that, in each case, would or is likely to: 2.1.1. require, prevent or materially delay the divestiture by any member of the Wider Sulzer Group or any member of the Wider Castle Group of all or any portion of their respective businesses, assets or properties or limit the ability of any member of the Sulzer Group or the Castle Group to conduct its business (or any part of it) or to own or control any of its assets or property or any part of them which, in any such case, is material in the context of the Sulzer Group or the Castle Group; 2.1.2. other than pursuant to the implementation of the Offer, require any member of either the Sulzer Group or the Castle Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Castle Group or any asset owned by any third party; 2.1.3. limit or materially delay (i) the ability of the Sulzer Group, directly or indirectly, to acquire, hold, or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Castle Group or (ii) the ability of any member of the Castle Group, directly or indirectly, to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, loans or other securities in, or to exercise management control over, any other member of the Castle Group which, in either case, is material in the context of the Castle Group; 2.1.4. limit the ability of the Sulzer Group or the Castle Group to conduct its business to an extent which, in any such case, is material in the context of the Sulzer Group or the Castle Group in either case taken as a whole; 2.1.5. make the Offer or its implementation or the acquisition of any shares in, or control of, Castle by any member of the Sulzer Group void, unenforceable, illegal and/or prohibited in or under the laws of any relevant jurisdiction or otherwise, directly or indirectly, materially restrict, restrain, prohibit, delay or otherwise interfere with the same, or impose additional material conditions or obligations with respect to the Offer, or require material amendment of, or otherwise challenge or materially interfere with, the Offer; or 2.1.6. otherwise materially and adversely affect the business, assets, liabilities, financial or trading position, profits or prospects of any member of the Castle Group or the Sulzer Group in either case taken as a whole, and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer having expired, lapsed or been terminated; 2.2. all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in all material respects, all necessary filings, applications and/or notifications having been made and all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulation of any such jurisdiction having expired, lapsed or been terminated, in each case in respect of the Offer, its implementation, or the acquisition of any shares or other securities in, or control of, Castle by any member of the Sulzer Group; 2.3. all Authorisations which are necessary in any jurisdiction for or in respect of the Offer, its implementation, or control of, Castle by any member of the Sulzer Group, being obtained in terms and in a form satisfactory to Sulzer (acting reasonably) from appropriate Relevant Authorities or from any persons or bodies with whom any member of the Sulzer Group or the Castle Group has entered into contractual arrangements and such Authorisations, together with all Authorisations necessary for any member of the Castle Group to carry on its business (where the absence of such Authorisation would have a material and adverse effect on the Castle Group taken as a whole), remaining in full force and effect and there being no notice or other intimation of any intention to revoke, suspend, restrict or modify or not to renew any of the same; 2.4. save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit or other instrument to which any member of the Castle Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject or any other circumstance, which, in each case, as a consequence of the making or implementation of the Offer or because of a change in the control or management of, any member of the Castle Group or otherwise, would or might reasonably be expected to result in, in any case to an extent which is material in the context of the Offer or, in the context of the Castle Group taken as a whole: 2.4.1. any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant paid to, any member of the Wider Castle Group being or becoming repayable, or capable of being declared repayable immediately or prior to their or its stated repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited; 2.4.2. the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Castle Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable; 2.4.3. any such arrangement, agreement, lease, licence, permit or other instrument being, or becoming capable of being, terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder; 2.4.4. any material asset or interest owned or used by any member of the Castle Group, being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Castle Group; 2.4.5. the rights, liabilities, obligations or interests of any member of the Castle Group in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected; 2.4.6. any such member of the Castle Group ceasing to be able to carry on business under any name under which it presently does so; 2.4.7. the value, financial or trading position, profits or prospects of any member of the Castle Group being prejudiced or adversely affected; 2.4.8. the creation of any liability of any member of the Castle Group to make severance, termination, bonus or other payment to any of its directors or officers; 2.4.9. the creation of any liability (actual or contingent) of any member of the Castle Group other than in the ordinary course of business, or 2.4.10. the ability of any member of the Castle Group to carry on any business or activity being adversely affected in any material respect; and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Castle Group is a party or by or to which any such member or any of its assets may be bound or subject, could reasonably be expected to result in any of the events or circumstances which are referred to in Conditions 2.4.1 to 2.4.10; 2.5. save as Disclosed, no member of the Castle Group having: 2.5.1. issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save as between Castle and wholly-owned subsidiaries of Castle); 2.5.2. recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made to Castle or to a wholly-owned subsidiary of Castle; 2.5.3. other than pursuant to the implementation of the Offer (and save for transactions between Castle and its wholly-owned subsidiaries) implemented, effected, authorised, proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation or scheme; 2.5.4. sold or agreed to sell or transfer any Castle Shares held by Castle in treasury pursuant to Chapter 6 of Part 18 of the Companies Act 2006; 2.5.5. (save for transactions between Castle and its wholly-owned subsidiaries and save for transactions in the ordinary and usual course of business) acquired or disposed of, or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset that is material in the context of the Castle Group taken as a whole or authorised, proposed or announced any intention to do so; 2.5.6. issued, authorised or proposed or announced an intention to authorise or propose, the issue of any debentures or (save for transactions between Castle and its wholly-owned subsidiaries or transactions under existing credit arrangements or in the ordinary and usual course of business) made or authorised any material change in its loan capital or incurred or increased any material indebtedness or material contingent liability; 2.5.7. entered into, varied or terminated, or authorised, proposed or announced its intention to enter into, terminate or vary any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, unusual or onerous nature or magnitude or which involves or could involve an obligation of such a nature or magnitude, which is, in any such case, material in the context of the Castle Group as a whole or is other than in the ordinary course of business or which is or is likely to be restrictive on the business of any member of the Castle Group; 2.5.8. entered into or varied to a material extent or authorised, proposed or announced its intention to enter into or vary to a material extent the terms of, or make any offer (which remains open for acceptance), to enter into or vary to a material extent the terms of, any service agreement with any director or senior executive of any member of the Castle Group; 2.5.9. proposed, agreed to provide or modified to a material extent the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Castle Group save as agreed by Sulzer UK in writing; 2.5.10. purchased, redeemed or repaid or announced a proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or made any other change to or proposed the reduction or other change to any part of its share capital; 2.5.11. waived, compromised or settled any claim which is material in the context of the Castle Group as a whole; 2.5.12. terminated or varied the terms of any agreement or arrangement between any member of the Castle Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Castle Group taken as a whole; 2.5.13. made or agreed or consented to any alteration to its articles of association or other incorporation documents; 2.5.14. save to the extent agreed by Sulzer UK in writing, made or agreed or consented to any material favourable change to the benefits which accrue to, or to the pension contributions which are payable for the benefit of, its directors and/or employees and/or their dependants, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined; 2.5.15. save for the pension contributions referred to in Condition 2.5.14, incurred any material liability (funding or otherwise) under any pension scheme; 2.5.16. been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of any business; 2.5.17. (other than in respect of a company which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any action or proceedings or other steps instituted against it for its winding-up (voluntary or otherwise), dissolution or reorganisation (or any analogous proceedings in any jurisdiction) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any substantial part of its assets or revenues; or 2.5.18. entered into any contract, agreement, arrangement or commitment or made any offer (which remains open for acceptance) passed any resolution or made any proposal or announcement with respect to, or to effect, any of the transactions, matters or events referred to in this Condition 2.5; 2.6. since 31 December 2009, save as Disclosed, there having been: 2.6.1. no adverse change or deterioration in the business, assets, financial or trading position or profits or prospects of any member of the Castle Group which is material in the context of the Castle Group taken as a whole or in the context of the Offer; 2.6.2. no litigation, arbitration proceedings, prosecution or other legal proceedings threatened, announced or instituted by or against or remaining outstanding against or in respect of any member of the Castle Group or to which any member of the Castle Group is or is reasonably likely to become a party (whether as claimant or defendant or otherwise) and which would or might reasonably be expected to have a material adverse effect on the Castle Group taken as a whole or in the context of the Offer; 2.6.3. no enquiry or investigation by or complaint or reference to any Relevant Authority or other investigative body threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Castle Group which would or might reasonably be expected to have a material adverse effect on the Castle Group taken as a whole or in the context of the Offer; 2.6.4. no contingent or other liability having arisen or become apparent or increased which would or might reasonably be expected to adversely affect any member of the Castle Group to an extent which is material in the context of the Castle Group taken as a whole or in the context of the Offer; 2.6.5. no breach by any member of the Castle Group of any laws and regulations applicable to the carrying on of its business in any material respect which in any case is material in the context of the Castle Group taken as a whole; 2.6.6. no steps taken which are likely to result in the withdrawal (without replacement), cancellation or termination of any licence, permit, authorisation or consent held by any member of the Castle Group which is material in the context of the Castle Group taken as a whole; and 2.7. save as Disclosed, Sulzer UK not having discovered: 2.7.1. that the financial, business or other information concerning the Castle Group publicly announced or publicly disclosed at any time by or on behalf of any member of the Castle Group, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected by 1 June 2010 by disclosure either publicly or otherwise to Sulzer UK, which is, in any case, material and adverse in the context of the Castle Group or in the context of the Offer; 2.7.2. any information which affects the import of any information disclosed publicly or to Sulzer UK in writing at any time by or on behalf of any member of the Castle Group to an extent which is material in the context of the Castle Group taken as a whole or in the context of the Offer; 2.7.3. that any member of the Castle Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Castle Group taken as a whole; 2.7.4. that any past or present member of the Castle Group has failed to comply in any material respect with any and/or all applicable legislation or regulations of any jurisdiction with regard to the use, handling, storage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or that there has been any such use, handling, storage, presence, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever the same may have taken place), any of which non-compliance would be likely to give rise to any material liability (whether actual or contingent) or material cost on the part of any member of the Castle Group; 2.7.5. there is, or is reasonably likely to be, any material obligation or liability (whether actual or contingent) of any member of the Castle Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any member of the Castle Group under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction; 2.7.6. that any member of the Castle Group has been or is party to any kind of arrangement, agreement, concerted practice or course of conduct which in whole or part and in any material respect infringes any competition law or anti-trust law of any country in which it has assets or carries on business; 2.7.7. that circumstances exist whereby any member of the Castle Group will be liable for a claim in respect of any product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Castle Group which liability is in any case material in the context of the Castle Group taken as a whole; or 2.7.8. that an asset of any member of the Castle Group constitutes criminal property as defined by section 340(3) Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition). Part B: Waiver of Conditions and further terms of the Offer 3. The Conditions are inserted for the benefit of the Offeror and no Castle Shareholder shall be entitled to waive any of the Conditions without the prior consent of the Offeror. 4. Save as provided in paragraph 10 of Part C of this Appendix I, the Offeror reserves the right in its sole discretion to waive, in whole or in part, all or any of the Conditions except Condition 1. Save as provided in paragraph 10 of Part C of this Appendix I, the Offeror shall be under no obligation to waive (if capable of waiver), or to treat as fulfilled any of Conditions 2.1 to 2.7 by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment. 5. The Offer will lapse unless all of the Conditions relating to the Offer have been fulfilled or (if capable of waiver) waived by, or, where appropriate, have been determined by the Offeror to be and remain satisfied by, midnight on the twenty first day after the later of: 5.1. the first closing date; or 5.2. the date on which the Offer becomes unconditional as to acceptances or such later date as the Offeror may, with the consent of the Panel, decide. The Offeror shall be under no obligation to waive or treat as satisfied any Condition by a date earlier than the latest date specified above for its satisfaction even though the other Conditions of the Offer may, at such earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances indicating that any such Conditions may not be capable of fulfilment. 6. Save with the consent of the Panel or as provided in paragraph 10 of Part C of this Appendix I, the Offer will lapse and will not proceed if, before 1.00 p.m. (London time) on the first closing date or the time and date on which the Offer becomes or is declared unconditional as to acceptances (whichever is the later) (i) the Offer, or any matter arising from it, is referred to the Competition Commission; or (ii) following a request to the European Commission under Article 22(3) of Council Regulation 139/2004/EC (the "Regulation") in relation to the Offer or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the Regulation. The Offer will also lapse and will not proceed if any such referral to the Competition Commission is made or the European Commission initiates any such proceedings before the Offer is declared unconditional in all respects as required under paragraph 10 below. If the Offer so lapses, the Offer will cease to be capable of further acceptance and the Offeror and Castle Shareholders who have accepted the Offer will cease to be bound by any prior acceptance. Part C: Certain further terms of the Offer 7. Insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or becomes payable by Castle in respect of a Castle Share on or after the date of this announcement and prior to the Offer becoming or being declared unconditional in all respects or lapsing or being withdrawn, the Offeror reserves the right to reduce the price payable under the Offer in respect of any Castle Share by the amount of the dividend and/or distribution and/or return of capital except insofar as the Castle Share is or will be transferred pursuant to the Offer on a basis which entitles the Offeror alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of any Castle Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Castle Share will be obliged to account to the Offeror for the amount of such dividend or distribution or return of capital. 8. If the Panel requires Sulzer or the Offeror to make an offer or offers for any Castle Shares under the provisions of Rule 9 of the City Code, Sulzer or the Offeror may make such alterations to the Conditions of the Offer, including to Condition 1, as are necessary to comply with the provisions of that Rule. 9. The Offer will be on the terms and will be subject to, inter alia, the Conditions which are set out in the Part A of this Appendix I and those terms which will be set out in the Offer Document and related Forms of Acceptance and such further terms as may be required to comply with the provisions of the City Code. 10. Upon the Offeror receiving valid acceptances of the Offer in respect of 90 per cent. or more of the Castle Shares to which the Offer relates, the Offeror will waive all other Conditions to the Offer and will waive the term of the Offer set out in paragraph 6 above and will declare the Offer unconditional in all respects (and not only unconditional as to acceptances). 11. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. 12. The Offer will be governed by English law and will be subject to the jurisdiction of the English courts and the Conditions set out above. 13. Each of the Conditions in Part A of this Appendix I shall be regarded as a separate Condition and shall not be limited by reference to any other Condition. APPENDIX II BASES AND SOURCES OF INFORMATION The following bases and sources of information have been used in this announcement, unless otherwise stated or the context otherwise requires: 1. Unless otherwise stated, financial information relating to Castle and the Castle Group has been extracted or derived (without material adjustment) from Castle's Annual Report and accounts for the year ended 30 June 2009 and Castle's Interim Financial Statements for the six months ended 31 December 2009. 2. Unless otherwise stated, financial information relating to Sulzer and the Sulzer Group has been extracted or derived (without material adjustment) from Sulzer's annual report and accounts for the year ended 31 December 2009. 3. The value placed by the Offer on the entire existing issued ordinary share capital, and other statements (including the size of shareholdings) made by reference to the existing issued ordinary share capital, of Castle are based on, as applicable, the Offer Price of 108 pence per Castle Share and 118,083,186 Castle Shares being in issue and held outside of treasury. 4. Unless otherwise stated, all prices quoted for Castle Shares have been derived from the Daily Official List of the London Stock Exchange and represent the Closing Price for the relevant date. 5. The market capitalisation of Sulzer is based on the closing price of CHF94.5 per Sulzer share on 1 June 2010 (being the last Business Day prior to the date of this announcement) and 34,262,370 Sulzer common shares being in issue (as sourced from Sulzer's annual report for the year ended 31 December 2009). APPENDIX III DETAILS OF IRREVOCABLE UNDERTAKINGS The following persons, all of whom are directors of Castle, have given Irrevocable Undertakings to the Offeror as described in paragraph 3 of this announcement in respect of the number of Castle Shares set out below (and any further shares acquired by them prior to the Offer closing, lapsing or being withdrawn): Director Number of Castle Shares Timothy Barrett 3,442,128 Colin Keith 1,996,435 David Banks 80,317 These Irrevocable Undertakings shall terminate and be of no further force and effect if: a) the Offer Document is not posted by 7 June 2010; or b) the Offer lapses or is withdrawn. These Irrevocable Undertakings will continue to be binding on such persons even in the event that a third party makes a higher competing offer. In addition, the following Castle Shareholders have given Irrevocable Undertakings to the Offeror in respect of the number of Castle Shares set out below: Name Number of Castle Shares North Atlantic Smaller Companies Investment Trust plc 31,000,000 North Atlantic Value LLP (as investment manager/adviser to other fund management clients)* 30,859,582 Peter Klimt and family 21,745,190 The Naggar family 18,302,772 Acacia Pension Scheme 1,600,000 Sarah Dearden 2,074,752 * Includes 11,969,446 Castle Shares held on behalf of Tudor Davies, 75,000 Castle Shares held on behalf of Colin Keith and 789,464 Castle Shares held on behalf of Christopher Mills and his immediate family. These Irrevocable Undertakings shall terminate and be of no further force and effect if: a) the Offer Document is not posted by 7 June 2010; or b) the Offer lapses or is withdrawn. These Irrevocable Undertakings will also continue to be binding on such persons even in the event that a third party makes a higher competing offer. APPENDIX IV DEFINITIONS The following definitions apply throughout this announcement, unless otherwise stated or the context otherwise requires: +-------------------+-----------------------------------------+ | "AIM" | AIM, a market operated by the London | | | Stock Exchange; | +-------------------+-----------------------------------------+ | "AIM Rules" | the AIM Rules for Companies as | | | published by the London Stock Exchange | | | (as amended) | +-------------------+-----------------------------------------+ | "Annual Report" | the audited consolidated financial | | | statements of Castle for the year ended | | | 30 June 2009; | +-------------------+-----------------------------------------+ | "Authorisations" | authorisations, orders, directions, | | | rules, grants, determinations, | | | certificates, recognitions, | | | confirmations, consents, licences, | | | clearances, permissions and approvals; | +-------------------+-----------------------------------------+ | "Board" | board of directors; | +-------------------+-----------------------------------------+ | "Business Day" | a day (excluding Saturdays, Sundays and | | | UK public holidays) on which banks are | | | generally open for business in the City | | | of London; | +-------------------+-----------------------------------------+ | "Castle" | Castle Support Services plc; | +-------------------+-----------------------------------------+ | "Castle | the directors of Castle at the date of | | Directors" | this announcement; | +-------------------+-----------------------------------------+ | "Castle Group" | Castle, its subsidiaries and subsidiary | | | undertakings; | +-------------------+-----------------------------------------+ | "Castle | holders of Castle Shares; | | Shareholders" | | +-------------------+-----------------------------------------+ | "Castle Shares" | ordinary shares of 20 pence each in the | | | capital of Castle; | +-------------------+-----------------------------------------+ | "CHF" | Swiss francs, the lawful currency of | | | Switzerland; | +-------------------+-----------------------------------------+ | "Closing Price" | the closing middle market quotation of | | | one Castle Share as derived from the | | | Daily Official List; | +-------------------+-----------------------------------------+ | "Code" or "City | the City Code on Takeovers and Mergers | | Code" | (as amended); | +-------------------+-----------------------------------------+ | "Companies Act | the Companies Act 2006 (as amended); | | 2006" | | +-------------------+-----------------------------------------+ | "Conditions" | the conditions of the Offer as set out | | | in Appendix I to this announcement and | | | to be set out in the Offer Document; | +-------------------+-----------------------------------------+ | "Daily Official | the Daily Official List of the London | | List" | Stock Exchange; | +-------------------+-----------------------------------------+ | "Disclosed" | (i) disclosed in the Annual Report; | | | (ii) disclosed in the Interim Financial | | | Statements; (iii) publicly announced by | | | or on behalf of Castle through a | | | Regulatory Information Service prior to | | | the date of this announcement; or (iv) | | | otherwise fairly disclosed in any | | | documents in any dataroom accessed by | | | Sulzer or its advisers or delivered to | | | any officer or employee of Sulzer or | | | any of Sulzer's professional advisers | | | engaged in connection with the Offer | | | prior to the date of this announcement; | +-------------------+-----------------------------------------+ | "DMTSL" | DM Technical Services Limited; | +-------------------+-----------------------------------------+ | "Dowding & Mills | Dowding and Mills Public Limited | | Group" | Company (a wholly owned operating | | | subsidiary of DMTSL) and any subsidiary | | | of Dowding and Mills Public Limited | | | Company; | +-------------------+-----------------------------------------+ | "EC Merger | Council Regulation (EC) 139/2004 (as | | Regulation" or | amended); | | "ECMR" | | +-------------------+-----------------------------------------+ | "Financial | the Financial Services Authority in its | | Services | capacity as the competent authority for | | Authority" or | the purpose of Part IV of the Financial | | "FSA" | Services and Markets Act 2000 (as | | | amended); | +-------------------+-----------------------------------------+ | "Form of | the form of acceptance, and authority, | | Acceptance" | relating to the Offer which (where | | | appropriate) will accompany the Offer | | | Document; | +-------------------+-----------------------------------------+ | "Interim | the unaudited consolidated financial | | Financial | statements of Castle for the six months | | Statements" | ended 31 December 2009; | +-------------------+-----------------------------------------+ | "Irrevocable | the irrevocable undertakings of the | | Undertakings" | Castle Directors who hold Castle Shares | | | and certain significant Castle | | | Shareholders to accept the Offer as set | | | out in Appendix III of this | | | announcement; | +-------------------+-----------------------------------------+ | "London Stock | London Stock Exchange plc; | | Exchange" | | +-------------------+-----------------------------------------+ | "Offer" | the recommended cash offer to be made | | | by the Offeror at the Offer Price for | | | the entire issued and to be issued | | | ordinary share capital of Castle and, | | | where the context requires, any | | | revision, extension, variation or | | | renewal thereof; | +-------------------+-----------------------------------------+ | "Offer Document" | the document to be posted to Castle | | | Shareholders and others within 28 days | | | of the date of this announcement | | | containing, amongst other things, the | | | full terms and conditions of the Offer | | | and certain information about Castle, | | | the Castle Group, the Offeror and the | | | Sulzer Group; | +-------------------+-----------------------------------------+ | "Offer | the Offer Document and (where | | Documentation" | appropriate) the accompanying Form of | | | Acceptance to be posted to Castle | | | Shareholders and others following the | | | date of this announcement; | +-------------------+-----------------------------------------+ | "Offer Price" | 108 pence in cash per Castle Share; | +-------------------+-----------------------------------------+ | "Offeror" or | Sulzer (UK) Holdings Limited, a | | "Sulzer UK" | wholly-owned subsidiary of Sulzer; | +-------------------+-----------------------------------------+ | "Overseas | Castle Shareholders (or nominees of, or | | Shareholders" | custodians or trustees for, Castle | | | Shareholders) not resident in or | | | citizens of the United Kingdom; | +-------------------+-----------------------------------------+ | "Panel" or | the Panel on Takeovers and Mergers; | | "Takeover Panel" | | +-------------------+-----------------------------------------+ | "pence" or "p" | pence sterling, the lawful currency of | | | the United Kingdom; | +-------------------+-----------------------------------------+ | "pounds" or "GBP" | pounds sterling, the lawful currency of | | | the United Kingdom; | +-------------------+-----------------------------------------+ | "Registrar of | means the Registrar of Companies in | | Companies" | England and Wales; | +-------------------+-----------------------------------------+ | "Regulatory | any information service authorised from | | Information | time to time by the Financial Services | | Service" | Authority for the purpose of | | | disseminating regulatory announcements; | +-------------------+-----------------------------------------+ | "Relevant | any central bank, government or | | Authority" | governmental, quasi governmental, state | | | or local governmental, supranational, | | | statutory, environmental, | | | administrative, investigative or | | | regulatory body, agency or court or any | | | other person or body in any | | | jurisdiction; | +-------------------+-----------------------------------------+ | "Relevant | Ton Büchner, Peter Meier, Alfred | | Officers" | Gerber, Peter Alexander and Jürgen | | | Dormann; | +-------------------+-----------------------------------------+ | "Restricted | any jurisdiction where local laws or | | Jurisdiction" | regulations may result in a significant | | | risk of civil, regulatory or criminal | | | exposure if information concerning the | | | Offer is sent or made available to | | | Castle Shareholders in that | | | jurisdiction, including, without | | | limitation, the United States, Canada, | | | Japan and Australia; | +-------------------+-----------------------------------------+ | "Rothschild" | N M Rothschild & Sons Limited, the | | | financial adviser to Sulzer and the | | | Offeror; | +-------------------+-----------------------------------------+ | "SIX Swiss | the exchange operated by SIX Group | | Exchange" | Limited; | +-------------------+-----------------------------------------+ | "Strand Hanson" | Strand Hanson Limited, the financial | | | adviser to Castle; | +-------------------+-----------------------------------------+ | "subsidiary"; | the expressions have the respective | | "subsidiary | meanings given thereto by the Companies | | undertaking"; | Act 2006; | | "undertaking" and | | | "associated | | | undertaking" | | +-------------------+-----------------------------------------+ | "substantial | a direct or indirect interest in 20 per | | interest" | cent. or more of the equity capital of | | | an undertaking; | +-------------------+-----------------------------------------+ | "Sulzer" | Sulzer Ltd, a Swiss corporation listed | | | on the SIX Swiss Exchange; | +-------------------+-----------------------------------------+ | "Sulzer Group" | Sulzer, its subsidiaries and subsidiary | | | undertakings; | +-------------------+-----------------------------------------+ | "Sulzer Turbo | the Sulzer Turbo Services division of | | Services" | the Sulzer Group; | +-------------------+-----------------------------------------+ | "United Kingdom" | the United Kingdom of Great Britain and | | or "UK" | Northern Ireland; | +-------------------+-----------------------------------------+ | "Wider Castle | the Castle Group, associated | | Group" | undertakings of Castle from time to | | | time and any other body corporate, | | | partnership, joint venture or person in | | | which Castle and such undertakings | | | (aggregating their interests) have a | | | direct or indirect interest in 20 per | | | cent. or more of the voting or equity | | | capital (or the equivalent); and | +-------------------+-----------------------------------------+ | "Wider Sulzer | the Sulzer Group, associated | | Group" | undertakings of Sulzer from time to | | | time and any other body corporate, | | | partnership, joint venture or person in | | | which Sulzer and such undertakings | | | (aggregating their interests) have a | | | direct or indirect interest in 20 per | | | cent. or more of the voting or equity | | | capital (or the equivalent). | +-------------------+-----------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END OFFDMGGVZZRGGZG
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