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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Zetex | LSE:ZTX | London | Ordinary Share | GB0008812496 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 85.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:6924S Zetex Plc 18 April 2008 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 18 April 2008 Zetex PLC ("ZETEX") RECOMMENDED PROPOSAL FOR THE CASH ACQUISITION OF ZETEX Posting of Scheme Document On 4 April 2008, the boards of Zetex and Diodes Incorporated ("Diodes") announced the terms of a recommended cash offer by Diodes Holdings UK Limited (a wholly owned subsidiary of Diodes), ("Bidco") of 85.45 pence per share for the entire issued and to be issued ordinary share capital of Zetex (the "Recommended Proposal") to be effected by way of a scheme of arrangement pursuant to section 895 of the Companies Act 2006 (the "Scheme"). The boards of Zetex and Diodes are now pleased to announce that the scheme document (the "Scheme Document"), containing full details of the Recommended Proposal and the Scheme, was posted to holders of Scheme Shares (as defined in the Scheme Document) (and, for information, to holders of options over ordinary shares in Zetex) today. Excluded Shares (as defined in the Scheme Document) will not be included in the cash offer. The Scheme Document will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Eversheds, Senator House, 85 Queen Victoria Street, London EC4V 4SL until close of business 9 May 2008 and thereafter at One Wood Street, London EC2V 7WS until the Effective Date (as defined in the Scheme Document). The Scheme Document is also available on Zetex's website at www.zetex.com. Personalised forms of proxy for use in connection with the Recommended Proposal have been posted with the Scheme Document to relevant holders of ordinary shares in Zetex. Zetex has submitted two copies of the Scheme Document to the UK Listing Authority, as required under 9.6.1 R of the Listing Rules. These will be available for inspection shortly at the UK Listing Authority's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. The expected timetable of principal events required to implement the Scheme is as follows: 12 May 2008, at 4.30 p.m. Court Meeting 12 May 2008, at 5.00 p.m. Extraordinary General Meeting 4 June 2008 Scheme Court Hearing (to sanction the Scheme) 5 June 2008, at 6.00 p.m. Last day of dealings in, and for registration of transfers of, Zetex Shares and Scheme Record Time 6 June 2008 Zetex Shares suspended 9 June 2008 Effective Date 9 June 2008, at 8.00 a.m. Delisting of Zetex Shares Terms defined in the Scheme Document have the same meanings in this announcement. Enquiries: Zetex plc Tel: +44 (0)161 622 4444 Liz Airey, Chairman Hans Rohrer, Chief Executive Officer NM Rothschild & Sons Limited ("Rothschild") (financial Tel: +44 (0)161 827 3800 adviser to Zetex plc) Andrew Thomas James Gaskell Citigate Dewe Rogerson (PR advisers to Zetex) Tel: +44 (0)20 7638 9571 Toby Mountford Justin Griffiths Diodes Incorporated Dr Keh-Shew Lu Tel: +1 972 385 2810 Carl Wertz Tel: +1 805 446 4800 UBS Investment Bank (financial adviser to Bidco and Diodes Incorporated) Tel: +1 310 556 6700 Gavin Domm Tel: +1 310 556 6700 Gavin Slader Tel: +1 310 556 6700 Craig Calvert Tel: +44 (0) 20 7567 8000 Shelton Group (IR adviser to Diodes) Tel: +1 949 224 3874 Leanne Sievers This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Proposal or otherwise. The Recommended Proposal will be carried out solely through the Scheme Document, which contains the full terms and conditions of the Recommended Proposal (including details of how to vote in respect of the Recommended Proposal). Any acceptance or other response to the Recommended Proposal should be made only on the basis of the information in the Scheme Document. Zetex Shareholders are advised to read the formal documentation in relation to the Recommended Proposal carefully. The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers 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 UK. Rothschild is regulated in the UK by the Financial Services Authority and is acting exclusively for Zetex in connection with the Recommended Proposal and no-one else and will not be responsible to anyone other than Zetex for providing the protections afforded to its clients or for providing advice in relation to the Recommended Proposal or any other matters referred to in this announcement. UBS Limited and UBS Securities LLC (together, "UBS") are acting exclusively for Diodes and Bidco and no-one else in connection with the Recommended Proposal and will not be responsible to anyone other than Diodes and Bidco for providing the protections afforded to clients of UBS or for providing advice in relation to the Recommended Proposal or any matter referred to in this announcement. Forward looking statements This announcement includes "forward-looking statements". These statements are based on the current expectations of the management of Zetex and Diodes and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this announcement include statements regarding the expected timing and scope of the Acquisition. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "believe", "will", "may", "should", would", "could" and words of similar import. Although Zetex and Diodes believe that the expectations reflected in such forward-looking statements are reasonable, Zetex and Diodes can give no assurance that such expectations will prove to have been correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. 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, the satisfaction of the Conditions (as defined in the Scheme Document) to the Acquisition (as defined in the Scheme Document), and Diodes' and Bidco's ability to successfully integrate successfully the operations and employees of Zetex, as well as additional factors, such as: local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the uncertainties of litigation; Diodes' and Bidco's ability successfully to expand internationally and manage growth; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; production or distribution disruptions and changes in the supply and cost of raw materials; and non-payment of receivables by distributors. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Zetex, Diodes and Bidco assume no obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Rule 8 Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Zetex, all "dealings" in any "relevant securities" of Zetex (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Zetex, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Zetex by Diodes, Bidco or Zetex, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange END OUPQVLFFVZBFBBZ
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