Statement re Cancellation of listing
13 Octubre 2011 - 1:00AM
UK Regulatory
TIDMHSN
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 13 October 2011
Hansen Transmissions International NV
("Hansen" or the "Company")
CANCELLATION OF LISTING
Hansen announces that it has today applied to the Financial Services Authority
(the "FSA"), in its capacity as the United Kingdom Listing Authority ("UKLA"),
to cancel the listing on the Official List of the UKLA and to the London Stock
Exchange to cancel the right to be traded on the main market of the London Stock
Exchange of the ordinary shares issued by Hansen (the "Hansen Shares") with
effect from 16 November 2011.
The application to cancel the listing and trading of the Hansen Shares with
effect from 16 November 2011 has been made in connection with the recommended
cash offer (the "Offer") by ZF International BV ("ZF Bidco"), a wholly-owned
subsidiary of ZF Friedrichshafen AG ("ZF") to acquire the entire issued and to
be issued ordinary share capital of Hansen as set out in the offer document
posted to shareholders of Hansen on 18 August 2011 (the "Offer Document").
On 6 October 2011, ZF declared the Offer unconditional in all respects. As at
1.00 p.m. (London time) on 5 October 2011 ZF Bidco has acquired or agreed to
acquire Hansen Shares representing 96.32 per cent. of the voting rights of
Hansen.
The Offer Document stated that, upon the Offer becoming unconditional in all
respects and ZF Bidco having received acceptances under the Offer in respect of
not less than 75 per cent of the voting rights attaching to Hansen Shares, ZF
would procure that Hansen make an application for the listing of the Hansen
Shares to be cancelled and for the Hansen Shares to cease to be admitted to
trading on the London Stock Exchange's main market for listed securities.
The Offer Document stated that a notice period of not less than 20 Business Days
would apply to the proposed cancellation of Hansen's listing. This notice period
has now commenced and the anticipated date of cancellation of listing and
trading is 16 November 2011.
The delisting and cancellation of trading of Hansen Shares will significantly
reduce the liquidity and marketability of any Hansen Shares not acquired by ZF
Bidco.
The Offer will remain open for acceptance until 1.00 p.m. (London time) on 20
October 2011. The Offer will then be closed for further acceptances. Hansen
Shareholders who have not yet accepted the Offer are urged to do so as soon as
possible, and in any event by 1.00 p.m. (London time) on 20 October 2011. Please
see the announcement made by ZF on 6 October 2011 for further details on how to
accept the offer.
As a consequence of the application to delist, Hansen no longer intends to
publish its FY2012 first half results, as originally planned on 27 October 2011.
Unless defined herein, defined terms used in this announcement have the same
meaning given to them in the Offer Document.
This announcement will be made available on the ZF website at www.zf.com/hansen-
offer and on the Hansen website at www.hansentransmissions.com.
Enquiries
ZF Tel: +49 7541 77 7925
Andreas Veil
(Manager Business Press and PR)
RBS Corporate Finance Limited Tel: +44 20 7678 8000
(financial adviser to ZF)
Mark Crossley
Ross Mitchell
RBS Hoare Govett Limited Tel: 44 20 7678 8000
(corporate broker to ZF)
Nick Adams
Harry Nicholas
Hansen Tel: +32 3450 5862
Hans Ooms
BofA Merrill Lynch Tel: +44 20 7996 1000
(financial adviser and corporate broker to Hansen)
Philip Noblet
Paul Frankfurt (Corporate Broking)
PR advisers to ZF
Tel: +44 20 7269 7147
FTI Consulting UK
Tel: +44 20 7269 7181
Edward Bridges
Nina Delangle
FTI Consulting Germany
Ivo Lingnau Tel: +49 69 920 37 133
Carolin Amann Tel: +49 69 920 37 132
Comfi/BeMore Belgium
Laure-Eve Monfort Tel: +32 2 290 90 90
PR advisers to Hansen
Maitland Tel: +44 20 7395 0464
Daniel Yea
Further Information
Any acceptance or other response to the Offer should only be made on the basis
of information contained in the Offer Document (which contains the full terms
and conditions of the Offer) and, if you hold Hansen Shares in registered form,
or you hold Warrants, the relevant Form of Acceptance. Hansen Shareholders and
Warrant Holders are advised to read the formal documentation in relation to the
Offer carefully.
RBS Corporate Finance Limited ("RBS"), RBS Hoare Govett Limited ("RBS Hoare
Govett") and The Royal Bank of Scotland NV (Belgium) Branch ("RBS Belgium"), are
acting for ZF and ZF Bidco and no-one else in connection with the Offer and will
not be responsible to anyone other than ZF and ZF Bidco for providing the
protections afforded to clients of RBS, RBS Hoare Govett or RBS Belgium nor for
providing advice in relation to the Offer, the content of this Offer Document or
any matter referred to herein.
BofA Merrill Lynch is acting exclusively for Hansen in connection with the Offer
and for no one else and will not be responsible to anyone other than Hansen for
providing the protections afforded to its clients or for providing advice in
relation to the Offer.
Overseas jurisdictions
This announcement has been prepared for the purposes of complying with English
and Belgian 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 of jurisdictions outside the United Kingdom and
Belgium.
The availability of the Offer in, and the release, publication or distribution
of this announcement in or into, jurisdictions other than the United Kingdom and
Belgium may be restricted by law. In particular, as described in Appendix I, the
Offer has not been made directly or indirectly into any Restricted Jurisdiction.
Therefore persons into whose possession this announcement comes who are not
resident in the United Kingdom and Belgium should inform themselves about, and
observe, any applicable restrictions. Hansen Shareholders and Warrant Holders
who are in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any failure to
comply with such restrictions may constitute a violation of the securities laws
of any such jurisdiction.
The Offer has not been made, directly or indirectly, in or into, or by the use
of the mails or any means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of any Restricted Jurisdiction.
Accordingly, except as required by applicable law, copies of this announcement
are not being, and may not be, mailed or otherwise forwarded, distributed or
sent in, into or from any Restricted Jurisdiction. Persons receiving this
announcement (including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted Jurisdiction.
Notice to US holders of Hansen Shares
This announcement does not constitute an offer of securities for sale in the
United States or an offer to acquire or exchange securities in the United
States. No offer to acquire securities or to exchange securities for other
securities has been made, or will be made, directly or indirectly, in or into,
or by use of the mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of, the United
States or any other country in which such offer may not be made other than (i)
in accordance with the tender offer requirements under the US Securities
Exchange Act of 1934, as amended (the "Exchange Act") or the securities laws of
such other country, as the case may be, or (ii) pursuant to an available
exemption from such requirements. Neither the US Securities and Exchange
Commission nor any other US state securities commission has approved or
disapproved the Offer or passed upon the adequacy or completeness of this
document or the Offer Document. Any representation to the contrary is a criminal
offence.
The Offer has been made (i) subject to English law, (ii) for the securities of a
company incorporated under the laws of Belgium and (iii) in accordance with
applicable public takeover regulations in both the UK and Belgium and the Offer
Document complies with disclosure requirements required by such laws and
regulations, including format and style, which may differ from US disclosure
requirements, format and style. The financial information on the ZF Group and
the Hansen Group included in the Offer Document has been prepared in accordance
with accounting principles applicable in Germany and Belgium respectively and
thus may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States. The Offer has been made in the
United States pursuant to the US tender offer rules under Regulation 14E 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, offer timetable,
settlement procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and laws.
The receipt of cash pursuant to the Offer by a US holder of Hansen Shares or
Warrants may be a taxable transaction for US federal income tax purposes and
under applicable US state and local laws, as well as foreign and other tax laws.
Each such holder of Hansen Shares or Warrants is urged to consult his
independent financial adviser immediately regarding any acceptance of the Offer,
including, without limitation, the tax consequences of any acceptance of the
Offer.
ZF is incorporated under the laws of Germany, ZF Bidco is incorporated under the
laws of the Netherlands and Hansen is incorporated under the laws of Belgium and
some or all of the officers and directors of those entities may be residents of
non-US jurisdictions. As a result, it may be difficult for US holders of Hansen
Shares or Warrants to enforce their rights or any claim arising out of the US
federal securities laws. US holders of Hansen Shares or Warrants may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a non-
US company and its affiliates to subject themselves to a US court's judgment or
jurisdiction.
To the extent permitted by applicable law and in accordance with the Code,
normal UK and Belgian market practice and pursuant to Rule 14e-5 of the Exchange
Act, ZF Bidco 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, Hansen Shares other than pursuant to the Offer and before or 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 and Belgian rules, including the Code and the rules of
the London Stock Exchange plc, and Rule 14e-5 under the Exchange Act to the
extent applicable. In addition, in accordance with the Code, normal UK and
Belgian market practice and Rule 14e-5 of the Exchange Act, BofA Merrill Lynch,
RBS Corporate Finance Limited and RBS Hoare Govett and their respective
affiliates will continue to act as exempt principal traders in Hansen 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. Any information about such
purchases will be disclosed on a next day basis to the Panel on Takeovers and
Mergers and will be available on a Regulatory Information Service of the UK
Listing Authority and made available on the London Stock Exchange website,
www.londonstockexchange.com. This information will also be publicly disclosed in
the United States to the extent that such information is made public in the
United Kingdom and Belgium.
The distribution of this document in jurisdictions other than the United
Kingdom, Belgium or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this document 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.
Hansen American Depositary Shares
The Offer does not extend to certain American Depositary Shares ("Hansen ADSs")
with respect to Hansen Shares. In order for holders of Hansen ADSs to
participate in the Offer, such holders would need first to withdraw their
underlying Hansen Shares from the relevant depositary facility, by exchanging
their Hansen ADSs with the relevant depository for the underlying Hansen Shares
in time to be able to participate in the Offer.
Hansen cancellation of listing:
http://hugin.info/139494/R/1554447/479261.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Hansen Transmissions International NV via Thomson Reuters ONE
[HUG#1554447]
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