HTH Hartest Hldgs.

 

TIDMEKT TIDMHTH 
 
RNS Number : 4460H 
Delta Controls Limited 
22 February 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                |             22 February 2010 | 
+------------------------------+------------------------------+ 
 
                Delta Controls Limited ("Delta Controls Limited") 
 
 
        Statement re Possible Offer for Hartest Holdings plc ("Hartest") 
On 1 February 2010 the Panel on Takeovers and Mergers Executive announced that 
it had ruled that Delta Controls must, by 5.00 pm on 22 February 2010, either 
announce a firm intention to make an offer for Hartest under Rule 2.5 of the 
Code or announce that it does not intend to make an offer for Hartest. 
Since that time Delta Controls has concluded its due diligence and spoken to 
certain significant shareholders. 
 The Board of Delta Controls has been advised that an offer would not receive a 
unanimous recommendation from the Hartest board and that certain significant 
shareholders would not be supportive of an offer for Hartest at 68.33 pence 
(being the previously indicative offer price of 69 pence less the dividend 
declared by Hartest of 0.67 pence per share). The Board of Delta Controls is 
also aware of the decline in stock market values since the date on which the 
indicative offer price was set. Given these factors, the Board of Delta Controls 
is concerned that it would be difficult to gain sufficient support to be able to 
implement the changes it would propose for the business. For these reasons the 
Board of Delta Controls has notified the board of Hartest that it does not 
intend to announce a firm intention to make an offer for Hartest. 
Under Rule 2.8 of the City Code on Takeovers and Mergers (the 'Code'), and 
except with the consent of the Takeover Panel, the statement in the preceding 
paragraph will prevent Delta Controls (and anyone acting in concert with it) 
from announcing an offer or possible offer for Hartest or taking certain actions 
within the next six months unless there has occurred an event, as set out below, 
which enables the statement to be set aside. 
Accordingly, for the purposes of Rule 2.8 of the Code, Delta Controls reserves 
the right (on behalf of itself and anyone acting in concert with it) to announce 
an offer or possible offer for Hartest and/or to take any other action which 
would otherwise be restricted under Rule 2.8 of the Code within the next six 
months in the event that: 
(i) the agreement or recommendation of the board of Hartest is given to the 
making of such an announcement or the taking of any such other action; or 
(ii) a third party announces a firm offer  for Hartest; or 
(iii) Hartest announces a 'whitewash proposal' or a 'reverse takeover' (each as 
defined in the Code); or 
(iv) there is a material change in circumstances. 
                                     -ENDS- 
 
For further information contact: 
 
Delta Controls Limited 
 
Ray Harrison, Managing Director          Tel: 0208 939 3500 
 
Cattaneo LLP - Financial adviser 
 
Charles Cattaneo                                  Tel: 0121 616 0395 
Ian Stanway 
 
 
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 
 
 OFDFFLFLBLFBBBD 
 

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