HTH Hartest Hldgs.

 

TIDMHTH TIDMEKT 
 
RNS Number : 3751F 
Delta Controls Limited 
12 January 2010 
 

 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM 
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF THAT JURISDICTION 
 
 
+------------------------------------+------------------------------------+ 
| Press Release                      |                    12 January 2010 | 
+------------------------------------+------------------------------------+ 
 
 
Delta Controls Limited 
Statement re Possible Offer for Hartest Holdings plc at 69 pence per share 
The Board of Delta Controls Limited ("Delta Controls") is pleased to announce 
that it has reached agreement in principle with the board of Hartest Holdings 
Plc ("Hartest Holdings") with a view to making a cash offer for the whole of the 
issued and to be issued share capital of Hartest Holdings at a price of 69 pence 
per Hartest Holdings ordinary share which values the entire issued and to be 
issued share capital of Hartest Holdings at GBP 6.339 million. The Board of 
Delta Controls reserves the right to lower the price subject to the approval of 
the Hartest Holdings board. 
A price of 69 pence represents a premium of 207% to the share price on 24 June 
2009 of 22.5 pence, prior to the rise in share price and announcement on 1 July 
2009 of a possible offer by Elektron plc; and a premium of 25.5% to the closing 
share price on 11 January 2010 of 55 pence. 
The Board of Delta Controls has received a letter of intent from Elektron plc 
("Elektron") to enter into an irrevocable undertaking to accept an offer, when 
made, at 69 pence per share. Elektron holds the voting control over 1,992,722 
ordinary shares representing 23.2 per cent of the existing voting share capital 
of Hartest Holdings. 
The possible offer is conditional, inter alia, upon completion by Delta Controls 
of confirmatory due diligence, Elektron entering into an irrevocable undertaking 
to accept the offer and the board of Hartest Holdings suspending the dividend 
proposed conditional upon any offer becoming or being declared unconditional at 
which point it will be cancelled. 
This announcement does not constitute a firm intention to make an offer and 
that, accordingly, there can be no certainty that any offer will be made even if 
the pre-conditions are satisfied or waived. 
Information on Delta Controls 
Delta Controls is a private limited company that is wholly owned by members of 
its management team and has more than 50 years' experience in the design and 
manufacture of high quality instruments for process monitoring and control 
applications worldwide. 
The Board of Delta Controls believe that there is a strong commercial and 
strategic fit with Hartest Holdings and that the prospects of the Hartest 
Holdings businesses and its employees will be significantly enhanced in a 
privately held group with a stable, long term shareholder base. It is the 
intention of Delta Controls to develop the Hartest Holdings business for the 
long term. 
-ENDS- 
 
 
For further information contact: 
 
 
Delta Controls Limited 
 
 
Ray Harrison , Chief ExecutiveTel: 0208 939 3500 
 
 
Cattaneo LLP  - Financial adviser 
 
 
Charles Cattaneo Tel: 021 616 0395 
Ian Stanway 
 
 
 
Dealing Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the Takeover Code ('the Code'), if any 
person is, or becomes, 'interested'  (directly or indirectly) in 1% or more of 
any class of 'relevant securities' of Hartest Holdings, all 'dealings' in any 
'relevant securities' of that company (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 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, 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 Hartest Holdings, 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 Hartest Holdings by any offeror, or by any of its 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 Takeover 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 also 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. 
The directors of Delta Controls accept responsibility for the information 
contained in this announcement in relation to Delta Controls. To the best of the 
knowledge and belief of the directors of Delta Controls (who have taken all 
reasonable care to ensure that such is the case), the information contained in 
this announcement for which they accept responsibility is in accordance with the 
facts and does not omit anything likely to affect the import of such information 
 
Cattaneo LLP is acting exclusively for Delta Controls and no-one else in 
connection with the matters set out in this announcement and, accordingly, will 
not be responsible to anyone other than Delta Controls for providing the 
protections offered to clients of Cattaneo LLP or for providing advice in 
relation to the matters set out in this announcement, or any matter referred to 
herein. No representation or warranty, express or implied, is made by Cattaneo 
LLP as to any of the contents of this announcement (without limiting the 
statutory rights of any person to whom this announcement is issued.) 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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