HellermannTyton Group PLC Director/PDMR Shareholding - Correction (4513J)

TIDMHTY

RNS Number : 4513J

HellermannTyton Group PLC

17 December 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

17 December 2015

RECOMMENDED CASH ACQUISITION

of

HELLERMANNTYTON GROUP PLC

by

DELPHI AUTOMOTIVE PLC

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES - CORRECTION

Further to the announcement made by HellermannTyton Group PLC ("HellermannTyton") today pursuant to Rule 3.1.4R of the Disclosure Rules and Transparency Rules (the "PDMR Shareholding Announcement"), the table setting out the number of HellermannTyton ordinary shares vesting and/or becoming exercisable in full by Persons Disclosing Managerial Responsibility upon the Court's sanction of the Scheme is corrected as follows:

 
 Name of PDMR    Number of Shares acquired under the GSP   Number of Shares acquired under the LTIP 
--------------  ----------------------------------------  ----------------------------------------- 
 S Salmon                           -                      449,436 
--------------  ----------------------------------------  ----------------------------------------- 
 T Jones                            -                      307,989 
--------------  ----------------------------------------  ----------------------------------------- 
 A Leyland                          -                      147,151 
--------------  ----------------------------------------  ----------------------------------------- 
 H Whitehead                        -                      38,207 
--------------  ----------------------------------------  ----------------------------------------- 
 E Wilson                           -                      110,431 
--------------  ----------------------------------------  ----------------------------------------- 
 T Evans                            -                      147,207 
--------------  ----------------------------------------  ----------------------------------------- 
 C Niemann       592                                       371,184 
--------------  ----------------------------------------  ----------------------------------------- 
 HG Lee          214                                       119,234 
--------------  ----------------------------------------  ----------------------------------------- 
 T Tsukamoto     392                                       206,633 
--------------  ----------------------------------------  ----------------------------------------- 
 J Campion       593                                       269,937 
--------------  ----------------------------------------  ----------------------------------------- 
 T Tuttle        517                                       135,200 
--------------  ----------------------------------------  ----------------------------------------- 
 A Zavarizi      590                                       176,854 
--------------  ----------------------------------------  ----------------------------------------- 
 S Jungermann    214                                       308,628 
--------------  ----------------------------------------  ----------------------------------------- 
 

All other details contained in the PDMR Shareholding Announcement remain unchanged.

Other

Unless otherwise defined herein, capitalised terms and expressions used in this announcement shall have the meanings given to them in the scheme document dated 26 August 2015 circulated to HellermannTyton shareholders in connection with the Offer (the "Scheme Document"). Full details of the Offer are set out in the Scheme Document.

Enquiries

 
 
  HellermannTyton 
  Steve Salmon 
  Tim Jones                                                                                       [phone] 
 
  Goldman Sachs International (Joint Financial Adviser and Corporate Broker to 
  HellermannTyton) 
  Dominic Lee 
  Phil Raper 
  Duncan Stewart                                                                                  [phone] 
 
  J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to HellermannTyton) 
  Robert Constant 
  Dwayne Lysaght 
  Richard Perelman                                                                                [phone] 
 
  Powerscourt (Media enquiries for HellermannTyton) 
  Rob Greening 
  Sophie Moate 
  Samantha Trillwood                                                                              [phone] 
 

******

Important disclaimers

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for HellermannTyton and no one else in connection with the Offer and will not be responsible to anyone other than HellermannTyton for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Offer or any matter referred to herein.

J.P. Morgan Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Securities plc is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Limited and J.P. Morgan Securities plc conduct their UK investment banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is acting as financial adviser and joint corporate broker exclusively for HellermannTyton and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than HellermannTyton for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Overseas Shareholders

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This document has been prepared for the purposes of complying with the laws of England and Wales, and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The Offer relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules or the laws of other jurisdictions outside the United Kingdom.

Delphi reserves the right to elect, with the consent of the Panel, to implement the Offer by way of a Takeover Offer. In such event, the Takeover Offer will be implemented by Delphi and/or a wholly-owned subsidiary undertaking of Delphi on substantially the same terms, subject to appropriate amendments, as those which would apply to the Offer. However, if Delphi were to elect to implement the Offer by way of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including the United States tender offer rules, to the extent applicable. Such a takeover would be made in the United States by Delphi and/or a wholly-owned subsidiary undertaking of Delphi and no one else. In addition to any such Takeover Offer, Delphi, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in HellermannTyton outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

Unless otherwise agreed by Delphi and HellermannTyton, or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do

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December 17, 2015 09:11 ET (14:11 GMT)