HellermannTyton Group PLC Scheme of Arrangement Becomes Effective (5817J)

TIDMHTY TIDMDLPH

RNS Number : 5817J

HellermannTyton Group PLC

18 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

18 December 2015

Recommended Acquisition

of

HellermannTyton Group PLC

by

Delphi Automotive PLC

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 30 July 2015 the boards of HellermannTyton Group PLC ("HellermannTyton") and Delphi Automotive PLC ("Delphi") announced that they had reached agreement on the terms of a recommended offer for the acquisition of the entire issued and to be issued ordinary share capital of HellermannTyton by Delphi (the "Offer"). In accordance with the terms of the Offer, the acquisition was implemented by means of a scheme of arrangement of HellermannTyton under Part 26 of the Companies Act 2006 (the "Scheme").

HellermannTyton and Delphi are pleased to announce that the Scheme has now become effective in accordance with its terms.

Admission to trading of both HellermannTyton Shares on the London Stock Exchange's main market for listed securities and the listing of HellermannTyton Shares on the premium listing segment of the Official List of the UK Listing Authority are expected to be cancelled at 8.00 a.m. on 21 December 2015.

HellermannTyton Shareholders on the register at the Scheme Record Date, being 6.00 p.m. on 17 December 2015, will receive 480 pence in cash for each Scheme Share held. The consideration due to Scheme Shareholders will be despatched by cheque or settled through CREST (as appropriate) by no later than 1 January 2016.

Other

All references to time in this announcement are to London, UK time.

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.

For further information:

 
 HellermannTyton 
  Steve Salmon                             +44 (0) 129 
  Tim Jones                                 353 7272 
 Delphi 
  Mark J. Murphy 
  Jessica L. Holscott                      [phone] 
 Barclays (Financial Adviser to Delphi) 
  Onur Eken 
  Derek Shakespeare                        +44 (0) 20 
  Nishant Amin                              7623 2323 
 Goldman Sachs International (Joint 
  Financial Adviser and Corporate 
  Broker to HellermannTyton) 
  Dominic Lee 
  Phil Raper                               +44 (0) 20 
  Duncan Stewart                            7774 1000 
 J.P. Morgan Cazenove (Joint Financial 
  Adviser and Corporate Broker to 
  HellermannTyton) 
  Robert Constant 
  Dwayne Lysaght                           +44 (0) 20 
  Richard Perelman                          7777 2000 
 Powerscourt (Media enquiries for 
  HellermannTyton) 
  Rob Greening 
  Sophie Moate                             +44 (0) 20 
  Samantha Trillwood                        7250 1446 
 

Important disclaimers

Barclays, 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 as financial adviser exclusively for Delphi and no one else in connection with the Offer and other matters referred to in this Announcement and the Scheme Document and will not be responsible to any person other than Delphi for providing the protections afforded to clients of Barclays nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

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.

Forward-looking Statements

This announcement may contain certain "forward-looking statements" (including "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995) with respect to the financial condition, results of operations and business of HellermannTyton or Delphi and certain plans and objectives of the boards of HellermannTyton and Delphi. All statements other than statements of historical or current facts included in this announcement may constitute forward-looking statements. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Delphi's or HellermannTyton's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Delphi's or HellermannTyton's business.

These statements are based on assumptions and assessments made by the boards of HellermannTyton and Delphi in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of HellermannTyton or Delphi. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to HellermannTyton or Delphi or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. HellermannTyton and Delphi assume no obligation to update or correct the information contained in this announcement except as required by applicable law.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Delphi or HellermannTyton, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Delphi or HellermannTyton, as appropriate.

Publication on Website

A copy of this Announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Delphi's and HellermannTyton's websites at investor.delphi.com and http://hellermanntyton.staging.investis.com/investor-relations/investment-proposition.aspx, respectively, by no later than 12:00 pm on the Business Day following this Announcement. Neither the contents of Delphi's website, of HellermannTyton's website nor of any other website accessible from hyperlinks on either Delphi's or HellermannTyton's website, is incorporated into or forms part of this Announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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December 18, 2015 07:00 ET (12:00 GMT)