Offer Update

 

TIDMDLTA 
 
RNS Number : 6589L 
Valmont Industries Inc 
10 May 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 
10 May 2010 
  Recommended Offer by 
 Valmont Group Pty Ltd, 
 a wholly-owned subsidiary 
              of 
 Valmont Industries, Inc., 
for 
 Delta plc 
Compulsory acquisition of outstanding Delta plc Shares 
Introduction 
On 28 April 2010, Valmont Group Pty Ltd (the "Offeror") declared its recommended 
Offer for the entire issued and to be issued ordinary share capital of Delta plc 
("Delta") wholly unconditional. 
The Offer, which remains subject to the terms set out in the offer document 
posted to Shareholders on 10 March 2010 (the "Offer Document"), as amended and 
supplemented pursuant to an announcement by the Offeror and letter from the 
Chairman of Valmont Industries, Inc. posted to Shareholders on 1 April 2010 
(taken together, the "Revised Offer Document"), will remain open for acceptance 
until further notice. At least 14 days' notice will be given prior to the 
closing of the Offer to those Shareholders who have not then accepted the Offer. 
Levels of acceptances and compulsory acquisition 
As at 12.00 noon (London time) on 10 May 2010, the Offeror had received valid 
acceptances from Shareholders in respect of 138,455,624 Shares, representing 
approximately 90.04 per cent. of the existing issued ordinary share capital of 
Delta and approximately 90.04 per cent. of the voting rights of Delta. 
As a result of the Offeror receiving acceptances of the Offer in respect of more 
than 90 per cent. of the Shares to which the Offer relates, the Offeror will 
shortly implement the procedures set out in sections 979 to 991 (inclusive) of 
the Companies Act 2006 to acquire compulsorily the remaining Shares to which the 
Offer relates on the same terms as the Offer. 
Acceptance of the Offer 
Shareholders who have not yet accepted, and wish to accept, the Offer should 
take action to accept the Offer as soon as possible. 
To accept the Offer in respect of Shares held in certificated form (that is, not 
in CREST), Shareholders should complete, sign and return the Form of Acceptance 
which accompanies the Offer Document, together with their share certificate(s) 
or other relevant document(s) of title, in accordance with the instructions 
contained therein and set out in the Offer Document as soon as possible. 
Shareholders who have lost their Form of Acceptance should telephone Equiniti on 
0871 384 2050 or, if calling from overseas, [phone], to request a 
replacement. 
To accept the Offer in respect of Shares held in uncertificated form (that is, 
in CREST), Shareholders should follow the procedure for electronic acceptance 
through CREST in accordance with the instructions set out in the Offer Document. 
 If Shareholders hold their Shares as a CREST sponsored member, they should 
refer to their CREST sponsor as only their CREST sponsor will be able to send 
the necessary TTE Instruction to CREST. 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the Offer Document and the Revised Offer Document. 
Enquiries 
Valmont 
 Terry J. McClain, Senior Vice President and Chief Financial Officer 
                                     [phone] 
Credit Suisse (financial adviser to Valmont and the Offeror) 
William Mansfield 
                                                 [phone] 
 Angus 
Dickson 
Delta 
 Todd Atkinson, Chief Executive 
                                                      [phone] 
6050 
 Jon Kempster, Finance Director 
Rothschild (financial adviser to Delta) 
 
 Stuart Vincent 
                                                            [phone] 
5000 
 Anselm Frost 
Arbuthnot Securities (broker to Delta) 
Andrew Fairclough 
 
          [phone] 
Ben Wells 
Brunswick (financial PR adviser to Delta) 
 Simon Sporborg+44 (0)20 7404 
5959 
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. 
Credit Suisse, which is authorised and regulated by the Financial Services 
Authority, is acting for Valmont and the Offeror and for no one else in 
connection with the matters referred to in this announcement and will not be 
responsible to anyone other than Valmont and the Offeror for providing the 
protections afforded to clients of Credit Suisse or for providing advice in 
relation to this matter, the content of this announcement or any matter referred 
to herein.  Neither Credit Suisse nor any of its subsidiaries, branches or 
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 Credit Suisse in connection with 
this announcement, any statement contained herein or otherwise. 
The Offer is being made solely by the Offeror and neither Credit Suisse nor any 
of its respective affiliates are making 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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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