TIDMOXIG TIDMAND
RNS Number : 7561V
Oxford Instruments PLC
17 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTIONS
FOR IMMEDIATE RELEASE
17 December 2013
RECOMMENDED CASH OFFER
FOR
ANDOR TECHNOLOGY PLC ("ANDOR")
BY
OXFORD INSTRUMENTS NANOTECHNOLOGY TOOLS HOLDINGS LIMITED
("OINTH")
A WHOLLY-OWNED SUBSIDIARY OF OXFORD INSTRUMENTS PLC
POSTING OF OFFER DOCUMENT
On 10 December 2013, the boards of Oxford Instruments plc and
Andor announced that they had reached agreement on the terms of a
recommended cash offer to be made by OINTH, a wholly-owned
subsidiary of Oxford Instruments plc (together with OINTH, "Oxford
Instruments") for the entire issued and to be issued share capital
of Andor (the "Offer").
Oxford Instruments announces that the offer document (the "Offer
Document") containing full terms of, and conditions to, the Offer,
is being posted today to Andor Shareholders, together with the
related form of acceptance (the "Form of Acceptance").
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 7 January 2014.
To accept the Offer in respect of Andor Shares in certificated
form (that is, not in CREST), Andor Shareholders must complete the
Form of Acceptance in accordance with the instructions printed on
it in accordance with paragraph 17(a) of the Letter from the
Chairman of Oxford Instruments set out in Part II of the Offer
Document and return it (along with any appropriate share
certificate(s) and/or other document(s) of title) using the
accompanying reply-paid envelope (for use within the UK only) as
soon as possible and, in any event, so as to be received by no
later than 1.00 p.m. (London time) on 7 January 2014 to Capita
Asset Services.
To accept the Offer in respect of Andor Shares in uncertificated
form (that is, in CREST), Andor Shareholders should follow the
procedures for electronic acceptance through CREST in accordance
with the instructions set out in paragraph 17(e) of the Letter from
the Chairman of Oxford Instruments set out in Part II of the Offer
Document so that a TTE Instruction settles as soon as possible and,
in any event, no later than 1.00 p.m. (London time) on 7 January
2014.
Capitalised terms used in this announcement have the meanings
ascribed to them in the Offer Document.
In accordance with Rule 30.4 of the City Code, a copy of this
announcement, the Offer Document and the Form of Acceptance will be
made available, subject to certain restrictions relating to persons
resident in any Restricted Jurisdiction, on the websites of Oxford
Instruments at http://www.oxford-instruments.com/investor and Andor
at http://www.andorplc.com/ until the end of the Offer (including
any competition reference period). For the avoidance of doubt, the
contents of the websites referred to above are not incorporated
into and do not form part of this announcement.
Enquiries:
Oxford Instruments plc Tel: +44 (0)1865 393 200
Jonathan Flint (Chief Executive)
Kevin Boyd (Group Finance Director)
Evercore (Lead Financial Adviser to Tel: +44 (0)20 7653 6000
Oxford Instruments)
Bernard Taylor
Julian Oakley
J.P. Morgan Cazenove (Joint Financial Tel: +44 (0)20 7777 2000
Adviser and Corporate Broker to Oxford
Instruments)
Robert Constant
Richard Perelman
MHP Communications (PR Adviser to Tel: +44 (0)20 3128 8100
Oxford Instruments)
Rachel Hirst
This announcement is not intended to and does not constitute or
form part of any offer or
invitation to sell or purchase any securities or the
solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of
any securities, pursuant to the
Offer or otherwise, nor shall there be any sale, issue or
transfer of the securities referred to in
this announcement in or into any jurisdiction in contravention
of any applicable law. The
Offer will be made solely by the Offer Document (together with,
in the case of Andor
Shares in certificated form, the Form of Acceptance), which will
contain the full terms and
conditions of the Offer, including details of how the Offer may
be accepted. Andor
Shareholders should carefully read the Offer Document (and, if
they hold their Andor
Shares in certificated form, the Form of Acceptance) in its
entirety before making a decision
with respect to the Offer.
Evercore is acting as lead financial adviser to Oxford
Instruments on the Offer, with J.P. Morgan Cazenove acting as joint
financial adviser and broker.
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
Oxford Instruments and no one else in connection with the Offer and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Oxford Instruments for providing
the protections afforded to clients of Evercore, nor for providing
advice in relation to the matters referred to in this
announcement.
J.P. Morgan Limited, which conducts its UK investment banking
businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as joint
financial adviser and corporate broker exclusively for Oxford
Instruments and no one else in connection with the matters referred
to in this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and will not be responsible to anyone other than Oxford Instruments
for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to the matters
referred to in this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the tenth business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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