Offer Update

 

TIDMDLTA 
 
RNS Number : 0788L 
Delta PLC 
29 April 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION (INCLUDING CANADA AND JAPAN) OR ANY OTHER 
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
29 April 2010 
 
                  Recommended Offer by Valmont Group Pty Ltd, 
             a wholly-owned subsidiary of Valmont Industries, Inc., 
                                  for Delta plc 
 
Notice of Delisting and Related Matters 
 
Valmont Group Pty Ltd (the "Offeror") announced on 28 April 2010 that all of the 
conditions to its recommended Offer for the entire issued and to be issued 
ordinary shares of 25p each ("Shares") of Delta plc ("Delta") had been satisfied 
or waived and that, accordingly, the Offer was wholly unconditional. 
 
Level of acceptances 
 
The Offeror has further announced that, as at 5 p.m. (London time) on 28 April 
2010, the Offeror had received valid acceptances of the Offer in respect of 
116,564,403 Shares, representing approximately 75.81 per cent. of the existing 
issued ordinary share capital of Delta. 
 
Delisting 
 
As the Offeror is in receipt of valid acceptances which result in the Offeror 
having acquired Shares carrying at least 75 per cent. of the voting rights 
attaching to the issued ordinary share capital of Delta, Delta confirms that the 
20 Business Days' notice period for the cancellation of listing of Shares on the 
UK Listing Authority's Official List and the cancellation of admission to 
trading of Shares on the London Stock Exchange's main market for listed 
securities has commenced. It is anticipated that the cancellation of listing and 
trading will take effect on or shortly after 8.00 a.m. (London time) on 28 May 
2010. Such cancellation and delisting will reduce the liquidity and 
marketability of any Shares not assented to the Offer. 
 
Enquiries 
 
Delta 
Todd Atkinson, Chief Executive                 [phone] 
Jon Kempster, Finance Director 
 
Rothschild (financial adviser to Delta) 
Stuart Vincent                                             [phone] 
Anselm Frost 
 
Arbuthnot Securities (broker to Delta) 
Andrew Fairclough                                      [phone] 
Ben Wells 
 
Brunswick (financial PR adviser to Delta) 
Simon Sporborg                                          [phone] 
David Litterick 
 
Together, the Offer Document, the Revised Offer Document and, in the case of 
Shares held in certificated form, the Form of Acceptance contain the full terms 
and conditions of the Offer, including details of how the Offer may be accepted. 
 Please carefully read this announcement, the Offer Document, the Revised Offer 
Document and, in the case of Shares in certificated form, the Form of Acceptance 
in their entirety before making a decision with respect to the Offer. 
 
Rothschild, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting for Delta as financial adviser 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 Delta for providing 
the protections afforded to the customers 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 documentation relating to the Offer.  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 customer of 
Rothschild in connection with this announcement, any statement contained herein 
or otherwise. 
 
Notice to US holders of Shares 
 
The Offer is for the securities of a corporation organised under the laws of 
England and is subject to the procedure and disclosure requirements of the 
United Kingdom, which are different from those of the United States. The Offer 
is being made in the United States pursuant to Section 14(e) of, and Regulation 
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange 
Act and otherwise in accordance with the requirements of the Code.  Accordingly, 
the Offer is subject to disclosure and other procedural requirements, including 
with respect to withdrawal rights, the offer timetable, settlement procedures 
and timing of payments that are different from those applicable under US 
domestic tender offer procedures and laws. 
 
It may be difficult for US holders of Shares and other securities to enforce 
their rights and any claim arising out of the US federal securities laws, since 
the Offeror and Delta are located outside of the United States, and some or all 
of their officers and directors may be resident outside of the United States. US 
holders of Delta securities may not be able to sue a foreign company or its 
officers or directors in a foreign court for violations of the US securities 
laws. Further, it may be difficult to compel a foreign company and its 
affiliates to subject themselves to a US court's judgment. 
 
To the extent permitted by applicable law, in accordance with, and to the extent 
permitted by, the Code and normal UK market practice and Rule 14e-5 under the 
Exchange Act, the Offeror or its nominees or brokers (acting as agents) or their 
respective affiliates may from time to time make certain purchases of, or 
arrangements to purchase, Shares, other than pursuant to the Offer, during the 
period in which the Offer remains open for acceptance.  These purchases may 
occur either in the open market at prevailing prices or in private transactions 
at negotiated prices.  Such purchases, or arrangements to purchase, will comply 
with all applicable UK rules, including the Code and the rules of the London 
Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. 
In addition, in accordance with, and to the extent permitted by, the Code, 
normal UK market practice and Rule 14e-5 under the Exchange Act, Credit Suisse 
and its affiliates will continue to act as exempt principal traders in Shares on 
the London Stock Exchange and engage in certain other purchasing activities 
consistent with their respective normal and usual practice and applicable law, 
including Rule 14e-5 under the Exchange Act. 
 
Notice to Overseas Shareholders 
 
The distribution of this announcement in jurisdictions other than the United 
Kingdom or the United States may be restricted by the laws of those 
jurisdictions and therefore persons into whose possession this announcement 
comes should inform themselves about and observe any such restrictions. Failure 
to comply with any such restrictions may constitute a violation of the 
securities laws of any such jurisdiction. 
 
Unless otherwise determined by the Offeror, the Offer is not being, and will not 
be, made, directly or indirectly, in or into or by the use of the mails of, or 
by any other means (including, without limitation, electronic mail, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
communication) of interstate or foreign commerce of, or any facility of a 
national securities exchange of any Restricted Jurisdiction (as defined herein) 
and will not be capable of acceptance by any such use, means or facility or from 
within any such Restricted Jurisdiction.  Accordingly, unless otherwise 
determined by the Offeror, copies of this announcement and any documentation 
relating to the Offer are not being, and must not be, directly or indirectly, 
mailed or otherwise forwarded, distributed or sent in or into or from any 
Restricted Jurisdiction and persons receiving such documents (including 
custodians, nominees and trustees) must not mail or otherwise forward, 
distribute or send any such documents in or into or from any such Restricted 
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. 
Any person (including, without limitation, custodians, nominees and trustees) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or any documentation relating to 
the Offer and/or any other related document to any jurisdiction outside the 
United Kingdom or the United States should inform themselves of, and observe, 
any applicable legal or regulatory requirements of any relevant jurisdiction. 
Neither the US Securities and Exchange Commission (the "SEC") nor any US state 
securities commission has approved or disapproved this Offer or passed upon the 
adequacy or completeness of this announcement or any documentation relating to 
the Offer.  Any representation to the contrary is a criminal offence. 
 
This announcement has been prepared for the purposes of complying with English 
law and the Code and the information disclosed may not be the same as that which 
would have been disclosed if this announcement had been prepared in accordance 
with the laws and regulations of any jurisdiction outside of England. 
 
Publication on website 
 
A copy of this announcement, the Offer Document, the Revised Offer Document and 
the Form of Acceptance are and will be available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
for inspection on Valmont's website at www.valmont.com and on Delta's website at 
www.deltaplc.com during the course of the Offer. 
 
End 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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