TIDMEKT TIDMHTH 
 
RNS Number : 2268Q 
Elektron PLC 
30 July 2010 
 
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 OR REGULATIONS OF SUCH JURISDICTION 
 
30 JULY 2010 
FOR IMMEDIATE RELEASE 
                              MANDATORY CASH OFFER 
                                       by 
                                  ELEKTRON PLC 
                                      for 
                              HARTEST HOLDINGS PLC 
                                    SUMMARY 
·           The Board of Elektron Plc ("Elektron" or the "Offeror") announces 
today the terms of a cash offer to be made for the entire issued and to be 
issued share capital of Hartest Holdings Plc ("Hartest") not already owned by 
Elektron. 
·           Elektron acquired 2,577,309 shares, representing approximately 29.95 
per cent. of the existing issued share capital of Hartest Holdings Plc 
("Hartest") from Peter Gyllenhammar at a price of 90 pence per Hartest Share 
(the "Acquisition"). 
·           Prior to this Acquisition, Elektron owned 1,992,722 Hartest Shares, 
representing approximately 23.2 per cent. of the existing issued share capital 
of Hartest. Accordingly, Elektron now holds 4,570,031 Hartest Shares, 
representing approximately 53.1 per cent. of the existing issued share capital 
of Hartest. 
·           As a result of the Acquisition, under Rule 9 of the Code, a 
mandatory cash offer is required to be made for the entire issued share capital 
of Hartest not already owned by the Offeror at a price of 90 pence per Hartest 
Share being the highest price paid by the Offeror for Hartest Shares in the 
previous 12 month period (the "Offer"). 
·           Under the terms of the Offer, Hartest Shareholders accepting the 
Offer will receive 90 pence in cash per Hartest Share which represents: 
* a premium of approximately 5.3 per cent. to the Closing Price of 85.5 pence 
per Hartest Share on 29 July 2010 (being the last Business Day prior to the date 
of this Announcement); and 
* a premium of approximately 14.2 per cent. to the average Closing Price of 78.8 
pence per Hartest Share over the last 60 Business Days up to and including 29 
July 2010. 
·           The Offer values the entire issued share capital of Hartest at 
approximately GBP7.7 million and values the entire issued and to be issued share 
capital of Hartest at approximately GBP8.2 million. 
·           Elektron reserves the right to acquire Hartest Shares in the market 
at or below the Offer Price after the Offer is closed. 
·           Elektron will keep the Offer open for acceptances in accordance with 
the requirements of the Code and will give Hartest Shareholders at least 14 
days' notice of the final closing date of the Offer. 
 
·           If Elektron receives acceptances under the Offer in respect of 
and/or otherwise acquires 90 per cent. or more in value of the Hartest Shares to 
which the Offer relates (and not less than 90% of the voting rights carried by 
the Hartest Shares to which the Offer relates), it intends to exercise its 
rights pursuant to the provisions of Part 28 of the Act to acquire compulsorily 
any remaining Hartest Shares in respect of which acceptances have not been 
received on the same terms as the Offer. 
 
·           As a result of the Acquisition, Elektron now holds a majority of the 
Hartest Shares and, subject to the passing of any necessary shareholder 
resolutions by Hartest Shareholders, will: 
(i)    seek to appoint a majority of nominees to Hartest's Board and may make 
other changes at board level at the earliest opportunity; 
(ii)   vote against any shareholder resolution proposed by Hartest's Board 
approving and/or authorising the payment of any dividend or other distribution 
to Hartest Shareholders; 
(iii)   procure that Hartest convenes a general meeting to authorise and approve 
the cancellation of admission to trading of Hartest Shares on AIM as soon as 
practicable in accordance with the applicable requirements of the London Stock 
Exchange; and 
(iv)  procure that Hartest is re-registered as a private company under the 
relevant provisions of the Act to enable Hartest, inter alia, to provide 
security for the enlarged group's borrowings. 
·           Cancellation of admission to trading on AIM and the re-registration 
of Hartest as a private company would significantly reduce the liquidity and 
marketability of any Hartest Shares that have not accepted the Offer at that 
time, and the value of any such Hartest Shares may be adversely affected as a 
consequence. 
·           After closing of the Offer, Elektron intends to acquire any Hartest 
Shares in respect of which acceptances have not been received at prices which 
may be significantly less than the Offer Price. 
·           The Offer Document and Form of Acceptance will be dispatched as soon 
as possible and by no later than 28 days from the date of this Announcement. 
·           The Offer is unconditional as to acceptances in all respects. 
·           This summary announcement and the Announcement and all other 
documents, announcements or information published in relation to the Offer by 
the Offeror will be available for inspection at the address to be set out in the 
Offer Document and on www.elektronplc.com. 
This summary announcement should be read in conjunction with, and is subject to, 
the full text of the Announcement, its appendices and any further terms to be 
set out in the Offer Document. Appendix I contains the sources and bases of 
certain information set out in this summary announcement and the Announcement. 
Appendix II contains definitions of certain terms and expressions used in both 
this summary announcement and in the Announcement. 
Enquiries: 
 
+-----------------------+------------------------+ 
| Keith Daley           | Ed Frisby/Rose Herbert | 
+-----------------------+------------------------+ 
| Chairman              | Corporate Finance      | 
+-----------------------+------------------------+ 
|                       | Simon Starr            | 
|                       | Corporate Broking      | 
+-----------------------+------------------------+ 
|                       |                        | 
+-----------------------+------------------------+ 
| Elektron Plc          | finnCap                | 
+-----------------------+------------------------+ 
| Tel: 020 8348 0810    | Tel: 020 7600 1658     | 
+-----------------------+------------------------+ 
 
This summary announcement is not intended to and does not constitute, or form 
part of, an offer to sell or the solicitation of an offer to subscribe for or 
buy or an invitation to purchase or subscribe for any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to the Offer 
or otherwise, nor shall there be any sale, issuance or transfer of the 
securities in any jurisdiction in contravention of applicable law. Any response 
in relation to the Offer should be made only on the basis of the information 
contained in the Offer Document and (in the case of certificated shares) the 
Form of Acceptance. The Offeror will prepare the Offer Document to be 
distributed to Hartest Shareholders and, for information only, to option holders 
and persons with information rights. The Offeror urges Hartest Shareholders to 
read the Offer Document when it becomes available because it will contain 
important information relating to the Offer. 
finnCap Ltd ("finnCap"), which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively as financial adviser 
to the Offeror in relation to the Offer and is not acting for or advising any 
other person and accordingly will not be responsible to any person other than 
the Offeror for providing the protections afforded to clients of finnCap or for 
providing advice in relation to the contents of this announcement or any offer 
or arrangements referred to herein or in the Offer Document. Neither finnCap nor 
any of its affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a client of finnCap in connection 
with this summary announcement, any statement contained herein or otherwise. 
The Offeror and the Board of the Offeror accept responsibility for the 
information contained in this summary announcement save that the only 
responsibility accepted by the Offeror and the Board of the Offeror in respect 
of such information relating to Hartest, which has been compiled from public 
sources, is to ensure that such information has been correctly and fairly 
reproduced and presented.  Subject to the aforesaid, to the best of the 
knowledge and belief of the Offeror (who has taken reasonable care to ensure 
that such is the case), the information contained in this summary announcement 
for which it is responsible is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
Notice to overseas Hartest Shareholders 
The availability of the Offer or the distribution of this summary announcement 
to persons who are not resident in the United Kingdom may be affected by the 
laws and regulations of the relevant jurisdiction in which they are located. Any 
persons who are subject to the laws and regulations of any jurisdiction other 
than the United Kingdom should inform themselves about, and observe, any and all 
applicable legal or regulatory requirements of their jurisdiction. Any failure 
to comply with the requirements of such jurisdictions may constitute a violation 
of the securities laws of such jurisdictions. Further details in relation to 
overseas shareholders will be contained in the Offer Document. 
Unless otherwise determined by the Offeror and subject to any dispensation 
required from the Panel, the Offer will not be made, directly or indirectly, and 
this summary announcement should not be sent, in or into or from the United 
States, Canada, Australia, South Africa, Japan or any other Restricted 
Jurisdiction or by use of the mails of or by any other means or instrumentality 
(including, without limitation, telephonically or electronically), or any 
facilities of a national securities exchange of, any of these jurisdictions and 
doing so may render invalid any purported acceptance of the Offer. Accordingly, 
copies of this summary announcement and any other document relating to the Offer 
are not being, and must not be, mailed or otherwise distributed or sent in or 
into the United States, Canada, Australia, South Africa, Japan or any other 
Restricted Jurisdiction. Any person (including, without limitation, custodians, 
nominees and trustees) who may have contractual or legal obligations, or may 
otherwise intend, to forward this summary announcement to any jurisdiction 
outside the United Kingdom should read the relevant provisions of the Offer 
Document before taking any action. Notwithstanding the foregoing, the Offeror 
will retain the right to permit the Offer to be accepted and any sale of 
securities pursuant to the Offer to be completed if, in its sole discretion, it 
is satisfied that the transaction in question can be undertaken in compliance 
with applicable law and regulation. 
This announcement has been prepared for the purpose of complying with English 
law, the Code and the AIM Rules 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. 
Disclosure Requirements of the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of Hartest must make an Opening Position Disclosure 
following the commencement of the offer period. 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 Hartest. 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. Relevant persons who deal in the relevant securities of 
Hartest 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 1% 
or more of any class of relevant securities of Hartest must make a Dealing 
Disclosure if the person deals in any relevant securities of Hartest. 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 Hartest, 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 Hartest, they will be deemed to be a single person for the purpose 
of Rule 8.3. 
Opening Position Disclosures must also be made by Hartest and the Offeror and 
Dealing Disclosures must also be made by Hartest and the Offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 
Details of the 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 Panel's website at www.thetakeoverpanel.org.uk, 
including details of the number of relevant securities in issue, when the offer 
period commenced. 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. 
"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 such 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. 
The defined terms used in this paragraph "Disclosure Requirements of the Code" 
are defined in the Code which can be found on the Panel's website. 
Cautionary note regarding forward-looking statements 
This announcement may contain certain "forward-looking statements" which are 
based on the current expectations of the management of the Offeror and are 
subject to uncertainty and changes in circumstances. The forward-looking 
statements contained herein may include statements about the expected effects of 
the Offer on Elektron's group, the expected timing and scope of the Offer, 
anticipated earnings enhancements, estimated cost savings and other synergies, 
costs to be incurred in achieving synergies, potential divestitures and other 
strategic options and all other statements in this announcement other than 
historical facts. Forward-looking statements include, without limitation, 
statements typically containing words such as "intends", "expects", 
"anticipates", "targets", "estimates" and words of similar import. By their 
nature, forward-looking statements are not guarantees of future performance or 
results and involve risks and uncertainties because they relate to events and 
depend on circumstances that will occur in the future. 
Although the Board of the Offeror believes that the expectations in such 
forward-looking statements are reasonable, 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 inability to integrate Hartest successfully within 
Elektron's group or to realise synergies from such integration within the time 
periods anticipated; and changes in anticipated costs related to the acquisition 
of Hartest. Additional factors that could cause actual results and developments 
to differ materially include, among other things: 
* unanticipated changes in revenue, margins, costs, and capital expenditures; 
* issues associated with new product or service introductions; 
* foreign currency fluctuations; 
* increased raw material prices; 
* unexpected issues associated with the availability of local suppliers and 
skilled labour; 
* the risks associated with growth; 
* geographic factors and political and economic risks; 
* actions of competitors; 
* changes in economic or industry conditions generally or in the markets served 
by Hartest and Elektron; 
* the state of financial and credit markets; 
* efficiencies and capacity utilisation of facilities; 
* issues related to new facilities and expansion of existing facilities; 
* work stoppages, labour negotiations, and labour rates; 
* government approval and funding of projects; 
* the ability of customers to receive financing; and 
* the ability to complete and appropriately integrate restructurings, 
consolidations, acquisitions, divestitures, strategic alliances, and joint 
ventures. 
The Offeror does not undertake any obligation to update or revise 
forward-looking statements, whether as a result of new information, future 
events or otherwise. Forward-looking statements only speak as of the date on 
which they are made. 
Publication on websites 
In accordance with Rule 19.11 of the Code, a copy of this announcement will be 
published, subject to certain restrictions relating to persons resident in any 
Restricted Jurisdiction, on the Offeror's website at www.elektronplc.com by no 
later than 12 noon on 2 August 2010. 
If you are in any doubt about the Offer, the contents of this summary 
announcement or what action you should take, you are recommended to seek your 
own personal financial advice immediately from your stockbroker, bank manager, 
solicitor, accountant or independent professional adviser duly authorised under 
the Financial Services and Markets Act 2000 if you are resident in the United 
Kingdom or, if not, from another appropriately authorised independent financial 
adviser. 
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 OR REGULATIONS OF SUCH JURISDICTION 
 
30 JULY 2010 
FOR IMMEDIATE RELEASE 
                              MANDATORY CASH OFFER 
                                       by 
                                  ELEKTRON PLC 
                                      for 
                              HARTEST HOLDINGS PLC 
 
1.                Introduction 
Elektron Plc ("Elektron", the "Company" or the "Offeror") acquired 2,577,309 
Hartest Shares equivalent to approximately 29.95 per cent. of the issued share 
capital of 8,605,289 Hartest Shares at a price of 90 pence per Hartest Share 
(the "Acquisition"). Prior to the Acquisition, Elektron owned 1,992,722 Hartest 
Shares representing approximately 23.2 per cent. of the existing issued share 
capital of Hartest. 
As a result of this Acquisition, under Rule 9 of the Code, the Offeror is 
required to make a mandatory cash offer for the entire issued and to be issued 
share capital of Hartest at a price of 90 pence per Hartest Share being the 
highest price paid by the Offeror for Hartest Shares in the previous 12 month 
period. The Offer is unconditional as to acceptances in all respects. 
2.                The Placing 
The Company is pleased to announce that it has placed 15,525,000 new ordinary 
shares of 5 pence each in Elektron (the "Placing Shares") at 20 pence per share 
(the "Placing Price") to raise GBP3,105,000 before expenses (the "Placing"). The 
Placing Shares have been placed by finnCap, as agent to the Company, with a 
number of institutional investors. 
 
The net proceeds of the Placing are being used by Elektron, together with 
existing cash resources and facilities arranged with the Company's bank, to 
finance the acquisition of the Hartest Shares that Elektron does not already 
own, details of which are set out above and below. 
 
Application has been made for 15,525,000 new ordinary shares of 5 pence each in 
Elektron to be admitted to trading on AIM ("Admission"). The new ordinary shares 
will rank pari passu with the Company's existing ordinary shares and Admission 
is expected to become effective on 2 August 2010. 
 
Certain of the Company's directors are participating in the Placing and will 
subscribe for Placing Shares worth, in aggregate, GBP500,000.  Keith Daley, the 
Company's chairman, is subscribing for a total of 2,375,000 Placing Shares at a 
total price of GBP475,000. Christopher Leigh, the Company's finance director, is 
subscribing through his SIPP for 125,000 Placing Shares at a total price of 
GBP25,000. 
 
Following the Placing the directors named above will hold the following Shares 
in the Company: 
 
+------------+-----------+-----------+-----------+ 
| Director   | Number of | Total     | % of      | 
|            | Placing   | shares    | enlarged  | 
|            | Shares    | held in   | issued    | 
|            | Acquired  | the       | share     | 
|            |           | Company   | capital   | 
|            |           | following |           | 
|            |           | the       |           | 
|            |           | Placing   |           | 
+------------+-----------+-----------+-----------+ 
| Keith      | 2,375,000 | 8,076,088 | 7.8%      | 
| Daley      |           |           |           | 
+------------+-----------+-----------+-----------+ 
| Christoper | 125,000   | 213,683   | 0.2%      | 
| Leigh*     |           |           |           | 
+------------+-----------+-----------+-----------+ 
 
*Christopher Leigh's shares are being acquired by his SIPP for his benefit. 
 
Following Admission, the Company will have 103,638,905 Ordinary Shares in issue 
with each share carrying the right to one vote.  There are no shares held in 
Treasury.  The total number of voting rights in Elektron will therefore be 
103,638,905. 
 
The above figure may be used by shareholders as the denominator for the 
calculations by which they will determine if they are required to notify their 
interest in, or a change in their interest in, Elektron, under the Disclosure 
and Transparency Rules. 
 
3.                Terms of the Offer 
The Offer, which will be made on the terms set out below, and subject to the 
further terms and conditions to be set out in the Offer Document and (in the 
case of Hartest Shares held in certificated form) in the Form of Acceptance, 
will be made on the following basis: 
For each Hartest Share - 90 pence in cash 
The Offer values the existing issued share capital of 8,605,289 Hartest Shares 
at approximately GBP7.7 million and values the entire issued and to be issued 
share capital of Hartest at approximately GBP8.2 million. 
The Offer Price represents: 
* a premium of approximately 5.3 per cent. to the Closing Price of 85.5 pence 
per Hartest Share on 29 July 2010 (being the last Business Day prior to the date 
of this Announcement); and 
* a premium of approximately 14.2 per cent. to the average Closing Price of 78.8 
pence per Hartest Share over the last 60 Business Days up to and including 29 
July 2010. 
The Offer extends to all Hartest Shares not already owned or controlled by the 
Offeror which are unconditionally allotted or issued and fully paid on the date 
of the Offer (save for those Hartest Shares held by Overseas Shareholders). The 
Offer also extends to any Hartest Shares not already owned by the Offeror which 
are unconditionally allotted or issued and fully paid while the Offer remains 
open for acceptance. 
The Hartest Shares will be acquired pursuant to the Offer fully paid free from 
all liens, charges, equitable interests and encumbrances and together with all 
rights now and hereafter attaching thereto including voting rights and the right 
to receive and retain all dividends and other distributions (if any) declared, 
made or paid hereafter. 
Elektron reserves the right to acquire Hartest Shares in the market at or below 
the Offer Price. 
4.                Background to and reasons for the Offer 
The Offeror believes that the acquisition of Hartest is likely to complement 
Elektron's innovation and growth model and the larger combined entity is 
expected to be more attractive to a wider range of investors. Elektron expects 
to benefit from Hartest's established presence in India and Hartest's business 
will benefit from Elektron's existing global presence. 
As a result of the Acquisition, Elektron now holds a majority of the Hartest 
Shares and, subject to the passing of any necessary shareholders resolutions by 
Hartest Shareholders, will seek to appoint a majority of nominees to Hartest's 
Board and may make other changes at board level. 
Elektron intends to carry out a strategic review of Hartest's business and 
operations to be completed as soon as possible, which may result in the 
consolidation of Hartest's business within Elektron's group. The Offeror will 
therefore be seeking a dialogue with the Board of Hartest and its advisers at 
the earliest opportunity to discuss the future structure of the Board of Hartest 
and to facilitate this strategic review. 
5.                Information on Hartest 
Hartest is listed on AIM. For the year ended 31 March 2010, Hartest reported 
revenue of GBP22.2 million (year ended 31 March 2009 GBP20.7 million) and its 
profit before taxation was GBP1 million (year ended 31 March 2009: loss before 
tax of GBP865,000). It reported shareholders' funds of GBP8.7 million (year 
ended 31 March 2009: GBP8.1 million). 
Hartest's principal activity is the manufacture, sale, distribution, testing and 
supply of precision instrumentation and medical equipment. 
6.                Information on Elektron 
The Offeror designs and manufactures engineered products for industrial users 
and the distribution market. It operates worldwide and employs approximately 
1,200 people in five countries. The Offeror's group is divided into two 
divisions formed from nine operating units. The Offeror's strategy focuses on 
five key areas of acquisitions, expansion, innovation, offshoring, and fostering 
talent. 
7.                Management, employees and location 
The Offeror anticipates that the existing employment rights and terms and 
conditions of employment, including pension obligations, of all management and 
employees of the Offeree are likely to be maintained by the Offeror following 
completion of the Offer, subject to the strategic review described in Paragraph 
4. The Offeror will determine whether any changes in the conditions or location 
of employment of Hartest employees, or any redeployment of any of Hartest's 
fixed assets, are required following completion of the strategic review 
described in Paragraph 4. 
8.                Financing of the Offer 
The cash consideration payable by the Offeror under the terms of the Offer will 
be funded from the Placing Proceeds, the Offeror's existing cash resources and 
from committed debt financing for the Offer to be provided by HSBC Bank Plc 
pursuant to a Facility Agreement entered into by the Offeror on 29 July 2010. 
finnCap (in its capacity as the Offeror's financial adviser) has confirmed that 
it is satisfied that sufficient resources are available to the Offeror to enable 
it to satisfy full acceptance of the Offer. 
9.                Hartest Share Schemes 
The Offer will extend to all Hartest Shares which are unconditionally allotted 
or issued pursuant to the exercise of options under the Hartest Share Schemes 
after the date of this Announcement and before the time at which the Offer 
ceases to be open for acceptance (or before such earlier date as the Offeror may 
in accordance with the terms and conditions of the Offer and subject to the 
Code, decide). 
 
Appropriate proposals will be made in due course to participants in the Hartest 
Share Schemes in connection with the Offer. 
 
10.              Disclosure of interests in Hartest 
Following the Acquisition and as at the date of this Announcement, the Offeror 
is interested in 4,570,031 Hartest Shares representing approximately 53.1 per 
cent. of the issued share capital of Hartest. 
Other than for the above interests in Hartest Shares, neither the Offeror nor, 
so far as the Offeror is aware, any person acting in concert with the Offeror, 
owns or controls or has any interests in any Hartest Shares (including pursuant 
to any long exposure, whether conditional or absolute, to changes in the prices 
of securities) or has any rights to subscribe for or purchase or any option to 
acquire or any obligation to take delivery of any Hartest Shares or has entered 
into any derivatives referenced to Hartest Shares or which result in that person 
holding a long position in securities related to Hartest Shares ("Relevant 
Hartest Securities") which remain outstanding, nor does any such person hold any 
short positions in relation to Relevant Hartest Securities (whether conditional 
or absolute and whether in the money or otherwise), including any short position 
under a derivative, any agreement to sell or any delivery obligation or right to 
require another person to purchase or take delivery of Relevant Hartest 
Securities. 
Neither the Offeror nor, so far as the Offeror is aware, any person acting in 
concert with the Offeror has borrowed or lent any Relevant Hartest Securities 
(save for any borrowed shares which have been either on-lent or sold). The 
Offeror does not have any arrangement in relation to Relevant Hartest Securities 
with any other person. For these purposes, "arrangement" includes any indemnity 
or option arrangement and any agreement or understanding, formal or informal, of 
whatever nature, relating to Relevant Hartest Securities which may be an 
inducement to deal or refrain from dealing in such securities. 
11.              Overseas Hartest Shareholders and general matters 
Overseas Hartest Shareholders should inform themselves about and observe any 
applicable legal or regulatory requirements. If you are in any doubt about your 
position, you should consult your professional advisor in the relevant 
territory. 
The implications of the Offer for persons not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdiction. Any persons who are 
subject to the laws of any jurisdiction other than the United Kingdom should 
inform themselves about and observe any applicable requirements. 
The Offer, and acceptances thereof, will be governed by English law and will be 
subject to the jurisdiction of the English courts. The Offer will be subject to 
the applicable requirements of the Code and other legal and regulatory 
requirements.  In deciding whether or not to accept the Offer, Hartest 
Shareholders should rely on the information contained in the Offer Document and, 
where appropriate, the Form of Acceptance. 
Unless otherwise determined by the Offeror and subject to any dispensation 
required from the Panel, the Offer will not be made, directly or indirectly, and 
this Announcement should not be sent, in or into or from the United States, 
Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or 
by use of the mails of or by any other means or instrumentality (including, 
without limitation, telephonically or electronically), or any facilities of a 
national securities exchange of, any of these jurisdictions and doing so may 
render invalid any purported acceptance of the Offer. Accordingly, copies of 
this Announcement and any other document relating to the Offer are not being, 
and must not be, mailed or otherwise distributed or sent in or into the United 
States, Canada, Australia, South Africa, Japan or any other Restricted 
Jurisdiction. Any person (including, without limitation, custodians, nominees 
and trustees) who may have contractual or legal obligations, or may otherwise 
intend, to forward this Announcement to any jurisdiction outside the United 
Kingdom should read the relevant provisions of the Offer Document before taking 
any action. Notwithstanding the foregoing, the Offeror will retain the right to 
permit the Offer to be accepted and any sale of securities pursuant to the Offer 
to be completed if, in its sole discretion, it is satisfied that the transaction 
in question can be undertaken in compliance with applicable law and regulation. 
 All times referred to are London times unless otherwise stated. 
12.              Confirmation regarding opening position disclosure 
Elektron confirms that it is on the date of this Announcement making an Opening 
Position Disclosure, which discloses the details required to be disclosed by it 
under Rule 8.1(a) of the Code. 
13.              De-listing, compulsory acquisition and re-registration 
Elektron will keep the Offer open for acceptances in accordance with the 
requirements of the Code and will give Hartest Shareholders at least 14 days 
notice of the final closing date of the Offer. 
 
If Elektron receives acceptances under the Offer in respect of and/or otherwise 
acquires 90 per cent. or more in value of the Hartest Shares to which the Offer 
relates (and not less than 90% of the voting rights carried by the Hartest 
Shares to which the Offer relates), it intends to exercise its rights pursuant 
to the provisions of Part 28 of the Act to acquire compulsorily any remaining 
Hartest Shares in respect of which acceptances have not been received on the 
same terms as the Offer. 
 
As a result of the Acquisition, Elektron now holds a majority of the Hartest 
Shares and, subject to the passing of any necessary shareholder resolutions by 
Hartest Shareholders, will: 
·           seek to appoint a majority of nominees to Hartest's Board and may 
make other changes at board level at the earliest opportunity; 
·           vote against any shareholder resolution proposed by Hartest's Board 
approving and/or authorising the payment of any dividend or other distribution 
to Hartest Shareholders; 
·           procure that Hartest convenes a general meeting to authorise and 
approve the cancellation of admission to trading of Hartest Shares on AIM as 
soon as practicable in accordance with the applicable requirements of the London 
Stock Exchange; and 
·           procure that Hartest is re-registered as a private company under the 
relevant provisions of the Act to enable Hartest, inter alia, to provide 
security for the enlarged group's borrowings. 
Cancellation of admission to trading on AIM and the re-registration of Hartest 
as a private company would significantly reduce the liquidity and marketability 
of any Hartest Shares that have not assented to the Offer at that time and the 
value of any such Hartest Shares may be adversely affected as a consequence. 
 
After closing of the Offer, Elektron intends to acquire any Hartest Shares in 
respect of which acceptances have not been received at prices which may be 
significantly less than the Offer Price. 
14.              General 
It is expected that the Offer Document will be despatched to Hartest 
Shareholders by the Offeror as soon as possible and by no later than 28 days 
from the date of this Announcement. This Announcement is not intended to and 
does not constitute an offer or an invitation to purchase any securities. 
Appendix I contains the sources and bases of certain information set out in the 
summary announcement and this Announcement. Appendix II contains definitions of 
certain terms and expressions used in both the summary announcement and in this 
Announcement. 
This Announcement is not intended to and does not constitute, or form part of, 
an offer to sell or the solicitation of an offer to subscribe for or buy or an 
invitation to purchase or subscribe for any securities or the solicitation of 
any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor 
shall there be any sale, issuance or transfer of the securities in any 
jurisdiction in contravention of applicable law. Any response in relation to the 
Offer should be made only on the basis of the information contained in the Offer 
Document and (in the case of certificated shares) the Form of Acceptance. The 
Offeror will prepare the Offer Document to be distributed to Hartest 
Shareholders and, for information only, to option holders and persons with 
information rights. The Offeror urges Hartest Shareholders to read the Offer 
Document when it becomes available because it will contain important information 
relating to the Offer. 
finnCap, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively as financial adviser to the 
Offeror in relation to the Offer and is not acting for or advising any other 
person and accordingly will not be responsible to any person other than the 
Offeror for providing the protections afforded to clients of finnCap or for 
providing advice in relation to the contents of this announcement or any offer 
or arrangements referred to herein or in the Offer Document. Neither finnCap nor 
any of its affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a client of finnCap in connection 
with this Announcement, any statement contained herein or otherwise. 
The Offeror and the Board of the Offeror accept responsibility for the 
information contained in this Announcement save that the only responsibility 
accepted by the Offeror and the Board of the Offeror in respect of such 
information relating to Hartest, which has been compiled from public sources, is 
to ensure that such information has been correctly and fairly reproduced and 
presented. Subject to the aforesaid, to the best of the knowledge and belief of 
the Offeror (who has taken reasonable care to ensure that such is the case), the 
information contained in this Announcement for which it is responsible is in 
accordance with the facts and does not omit anything likely to affect the import 
of such information. 
Notice to overseas Hartest Shareholders 
The availability of the Offer or the distribution of this Announcement to 
persons who are not resident in the United Kingdom may be affected by the laws 
and regulations of the relevant jurisdiction in which they are located. Any 
persons who are subject to the laws and regulations of any jurisdiction other 
than the United Kingdom should inform themselves about, and observe, any and all 
applicable legal or regulatory requirements of their jurisdiction. Any failure 
to comply with the requirements of such jurisdictions may constitute a violation 
of the securities laws of such jurisdictions. Further details in relation to 
overseas shareholders will be contained in the Offer Document. 
Unless otherwise determined by the Offeror and subject to any dispensation 
required from the Panel, the Offer will not be made, directly or indirectly, and 
this Announcement should not be sent, in or into or from the United States, 
Canada, Australia, South Africa, Japan or any other Restricted Jurisdiction or 
by use of the mails of or by any other means or instrumentality (including, 
without limitation, telephonically or electronically), or any facilities of a 
national securities exchange of, any of these jurisdictions and doing so may 
render invalid any purported acceptance of the Offer. Accordingly, copies of 
this Announcement and any other document relating to the Offer are not being, 
and must not be, mailed or otherwise distributed or sent in or into the United 
States, Canada, Australia, South Africa, Japan or any other Restricted 
Jurisdiction. Any person (including, without limitation, custodians, nominees 
and trustees) who may have contractual or legal obligations, or may otherwise 
intend, to forward this Announcement to any jurisdiction outside the United 
Kingdom should read the relevant provisions of the Offer Document before taking 
any action. Notwithstanding the foregoing, the Offeror will retain the right to 
permit the Offer to be accepted and any sale of securities pursuant to the Offer 
to be completed if, in its sole discretion, it is satisfied that the transaction 
in question can be undertaken in compliance with applicable law and 
regulation. 
This Announcement has been prepared for the purpose of complying with English 
law, the Code and the AIM Rules 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. 
Disclosure Requirements of the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of Hartest must make an Opening Position Disclosure 
following the commencement of the offer period. 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 Hartest. 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. Relevant persons who deal in the relevant securities of 
Hartest 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 1% 
or more of any class of relevant securities of Hartest must make a Dealing 
Disclosure if the person deals in any relevant securities of Hartest. 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 Hartest, 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 Hartest, they will be deemed to be a single person for the purpose 
of Rule 8.3. 
Opening Position Disclosures must also be made by Hartest and the Offeror and 
Dealing Disclosures must also be made by Hartest and the Offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 
Details of the 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 Panel's website at www.thetakeoverpanel.org.uk, 
including details of the number of relevant securities in issue, when the offer 
period commenced. 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. 
"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 such 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. 
The defined terms used in this paragraph "Disclosure Requirements of the Code" 
are defined in the Code which can be found on the Panel's website. 
Cautionary note regarding forward-looking statements 
This announcement may contain certain "forward-looking statements" which are 
based on the current expectations of the management of the Offeror and are 
subject to uncertainty and changes in circumstances. The forward-looking 
statements contained herein may include statements about the expected effects of 
the Offer on Elektron's group, the expected timing and scope of the Offer, 
anticipated earnings enhancements, estimated cost savings and other synergies, 
costs to be incurred in achieving synergies, potential divestitures and other 
strategic options and all other statements in this announcement other than 
historical facts. Forward-looking statements include, without limitation, 
statements typically containing words such as "intends", "expects", 
"anticipates", "targets", "estimates" and words of similar import. By their 
nature, forward-looking statements are not guarantees of future performance or 
results and involve risks and uncertainties because they relate to events and 
depend on circumstances that will occur in the future. 
Although the Board of the Offeror believes that the expectations in such 
forward-looking statements are reasonable, 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 inability to integrate Hartest successfully within 
Elektron's group or to realise synergies from such integration within the time 
periods anticipated; and changes in anticipated costs related to the acquisition 
of Hartest. Additional factors that could cause actual results and developments 
to differ materially include, among other things: 
* unanticipated changes in revenue, margins, costs, and capital expenditures; 
* issues associated with new product or service introductions; 
* foreign currency fluctuations; 
* increased raw material prices; 
* unexpected issues associated with the availability of local suppliers and 
skilled labour; 
* the risks associated with growth; 
* geographic factors and political and economic risks; 
* actions of competitors; 
* changes in economic or industry conditions generally or in the markets served 
by Hartest and Elektron; 
* the state of financial and credit markets; 
* efficiencies and capacity utilisation of facilities; 
* issues related to new facilities and expansion of existing facilities; 
* work stoppages, labour negotiations, and labour rates; 
* government approval and funding of projects; 
* the ability of customers to receive financing; and 
* the ability to complete and appropriately integrate restructurings, 
consolidations, acquisitions, divestitures, strategic alliances, and joint 
ventures. 
The Offeror does not undertake any obligation to update or revise 
forward-looking statements, whether as a result of new information, future 
events or otherwise. Forward-looking statements only speak as of the date on 
which they are made. 
Publication on websites 
In accordance with Rule 19.11 of the Code, a copy of this announcement will be 
published, subject to certain restrictions relating to persons resident in any 
Restricted Jurisdiction, on the Offeror's website at www.elektronplc.com by no 
later than 12 noon on 2 August 2010. 
If you are in any doubt about the Offer, the contents of this Announcement or 
what action you should take, you are recommended to seek your own personal 
financial advice immediately from your stockbroker, bank manager, solicitor, 
accountant or independent professional adviser duly authorised under the 
Financial Services and Markets Act 2000 if you are resident in the United 
Kingdom or, if not, from another appropriately authorised independent financial 
adviser. 
                                   APPENDIX I 
                        Bases and sources of information 
1.   References to the existing issued share capital of Hartest are reference to 
Hartest Shares inissue on 29 July 2010 (being the last practicable Business Day 
prior to the release of this Announcement), being 8,605,289 Hartest Shares. This 
figure is consistent with Hartest's annual return dated 22 January 2010. 
 
2.   The value of approximately GBP8.2 million attributed to the current issued 
and to be issued sharecapital of Hartest, is based upon (i) the number of 
Hartest shares currently in issue being 8,605,289, and (ii) on all outstanding 
options and awards granted under the Hartest Share Schemes which have an 
exercise price per Hartest Share lower than the Offer Price having been 
exercised (which is based on information provided to the Company by Hartest). 
The Offer will not be extended to any Shares held in treasury as, under the 
Code, it is not necessary to do so and as such they are excluded from all 
calculations of percentage holdings of voting rights, share capital and relevant 
securities. 
 
3.   Unless otherwise stated financial information relating to Hartest has been 
extracted from Hartest's preliminary results for the period ending 31 March 
2010. 
 
4.   Hartest Share prices have been derived from Fidessa and represent closing 
middle market prices on the relevant date. 
 
                                  APPENDIX II 
                                  Definitions 
The following definitions apply throughout the summary announcement and this 
Announcement, unless the context requires otherwise: 
+------------------+-------------------------------+ 
| "Acquisition"    | the acquisition of 2,577,309  | 
|                  | Hartest Shares at a price of  | 
|                  | 90 pence per Hartest Share by | 
|                  | the Offeror from Peter        | 
|                  | Gyllenhammar on 30 July 2010; | 
+------------------+-------------------------------+ 
| "Act"            | the Companies Act 2006;       | 
+------------------+-------------------------------+ 
| "Admission"      | the admission of the Placing  | 
|                  | Shares to trading on AIM;     | 
+------------------+-------------------------------+ 
| "Announcement"   | this announcement by the      | 
|                  | Offeror of a firm intention   | 
|                  | to make the Offer dated 30    | 
|                  | July 2010;                    | 
+------------------+-------------------------------+ 
| "AIM"            | the AIM Market of the London  | 
|                  | Stock Exchange;               | 
+------------------+-------------------------------+ 
| "AIM Rules"      | the AIM Rules for Companies   | 
|                  | as published by the London    | 
|                  | Stock Exchange from time to   | 
|                  | time;                         | 
+------------------+-------------------------------+ 
| "Australia"      | the Commonwealth of           | 
|                  | Australia, its states,        | 
|                  | territories and possessions;  | 
+------------------+-------------------------------+ 
| "Board"          | board of directors;           | 
+------------------+-------------------------------+ 
| "Business Day"   | any day, other than a         | 
|                  | Saturday, Sunday or public or | 
|                  | bank holiday, on which banks  | 
|                  | are generally open for        | 
|                  | business in the City of       | 
|                  | London;                       | 
+------------------+-------------------------------+ 
| "Canada"         | Canada, its provinces and     | 
|                  | territories and all areas     | 
|                  | subject to its jurisdiction   | 
|                  | and any political             | 
|                  | sub-division thereof;         | 
+------------------+-------------------------------+ 
| "Closing Price"  | the closing middle market     | 
|                  | quotation of a Hartest Share  | 
|                  | as derived from Fidessa;      | 
+------------------+-------------------------------+ 
| "Code"           | the City Code on Takeovers    | 
|                  | and Mergers, as amended from  | 
|                  | time to time;                 | 
+------------------+-------------------------------+ 
| "Fidessa"        | Fidessa Workstation, the      | 
|                  | market data system operated   | 
|                  | by Fidessa Group Plc;         | 
+------------------+-------------------------------+ 
| "finnCap"        | finnCap Ltd;                  | 
+------------------+-------------------------------+ 
| "First Closing   | the date to be described as   | 
| Date"            | such in the Offer Document in | 
|                  | relation to the Offer;        | 
+------------------+-------------------------------+ 
| "Form of         | the form of acceptance        | 
| Acceptance"      | relating to the Offer which   | 
|                  | will accompany the Offer      | 
|                  | Document;                     | 
+------------------+-------------------------------+ 
| "FSA"            | the Financial Services        | 
|                  | Authority;                    | 
+------------------+-------------------------------+ 
| "FSMA"           | the Financial Services and    | 
|                  | Markets Act 2000, as amended  | 
|                  | from time to time;            | 
+------------------+-------------------------------+ 
| "Hartest"        | Hartest Holdings Plc;         | 
+------------------+-------------------------------+ 
| "Hartest         | the holders of Hartest Shares | 
| Shareholders"    | from time to time;            | 
+------------------+-------------------------------+ 
| "Hartest Shares" | the existing unconditionally  | 
|                  | allotted or issued and fully  | 
|                  | paid ordinary shares of 10    | 
|                  | pence each in the capital of  | 
|                  | Hartest and any further       | 
|                  | shares which are issued or    | 
|                  | unconditionally allotted      | 
|                  | prior to the time at which    | 
|                  | the Offer ceases to be open   | 
|                  | for acceptance (or prior to   | 
|                  | such earlier time as the      | 
|                  | Offeror may, in accordance    | 
|                  | with the terms and condition  | 
|                  | of the Offer, and subject to  | 
|                  | the Code, decide) excluding   | 
|                  | in both cases any such shares | 
|                  | held or which become held as  | 
|                  | treasury shares (for the      | 
|                  | purposes of the Act);         | 
+------------------+-------------------------------+ 
| "Hartest Share   | the Hartest EMI, New EMI,     | 
| Schemes"         | Approved and Unapproved share | 
|                  | option schemes as detailed in | 
|                  | its Annual Report for the     | 
|                  | year ended 31 March 2009;     | 
+------------------+-------------------------------+ 
| "Japan"          | Japan, its cities,            | 
|                  | prefectures, territories and  | 
|                  | possessions and all areas     | 
|                  | subject to its jurisdiction   | 
|                  | and any political             | 
|                  | sub-division thereof;         | 
+------------------+-------------------------------+ 
| "London Stock    | London Stock Exchange Plc;    | 
| Exchange"        |                               | 
+------------------+-------------------------------+ 
| "Offer"          | the mandatory cash offer      | 
|                  | being made by the Offeror to  | 
|                  | acquire all of the Hartest    | 
|                  | Shares not already owned by   | 
|                  | the Offeror on  the terms to  | 
|                  | be set out in the Offer       | 
|                  | Document and the Form of      | 
|                  | Acceptance (including, where  | 
|                  | the context so requires, any  | 
|                  | subsequent revision,          | 
|                  | variation, extension or       | 
|                  | renewal of such offer);       | 
+------------------+-------------------------------+ 
| "Offer Document" | the document to be despatched | 
|                  | to Hartest Shareholders       | 
|                  | (other than certain Overseas  | 
|                  | Shareholders) setting out the | 
|                  | full terms of the Offer;      | 
+------------------+-------------------------------+ 
| "Offer Price"    | 90 pence per Hartest Share;   | 
+------------------+-------------------------------+ 
| "Offeror" or the | Elektron Plc;                 | 
| "Company"        |                               | 
+------------------+-------------------------------+ 
| "Overseas        | Hartest Shareholders who are  | 
| Shareholders"    | resident in, or nationals or  | 
|                  | citizens of, jurisdictions    | 
|                  | outside the United Kingdom or | 
|                  | who are nominees of, or       | 
|                  | custodians or trustees for,   | 
|                  | residents, citizens or        | 
|                  | nationals of other countries; | 
+------------------+-------------------------------+ 
| "Panel"          | the Panel on Takeovers and    | 
|                  | Mergers;                      | 
+------------------+-------------------------------+ 
| "Placing"        | the placing by finnCap of the | 
|                  | Placing Shares at the Placing | 
|                  | Price to Keith Daley,         | 
|                  | Christopher Leigh and a       | 
|                  | select number of              | 
|                  | institutional investors;      | 
+------------------+-------------------------------+ 
| "Placing Price"  | 20 pence per Placing share;   | 
+------------------+-------------------------------+ 
| "Placing         | the gross proceeds of the     | 
| Proceeds"        | Placing of GBP3.1 million;    | 
+------------------+-------------------------------+ 
| "Placing Shares" | 15,525,000 new ordinary       | 
|                  | shares in the capital of      | 
|                  | Elektron placed by finnCap    | 
|                  | pursuant to the Placing;      | 
+------------------+-------------------------------+ 
| "Restricted      | any jurisdiction where local  | 
| Jurisdiction"    | laws or regulations may       | 
|                  | result in a significant risk  | 
|                  | of civil, regulatory or       | 
|                  | criminal exposure or          | 
|                  | prosecution if information    | 
|                  | concerning the Offer is sent  | 
|                  | or made available to Hartest  | 
|                  | Shareholders in that          | 
|                  | jurisdiction;                 | 
+------------------+-------------------------------+ 
| "RIS" or         | any of the services approved  | 
| "Regulatory      | by the London Stock Exchange  | 
| Information      | and included in the list      | 
| Service"         | maintained on the London      | 
|                  | Stock Exchange's website;     | 
+------------------+-------------------------------+ 
| "SIPP"           | a self invested personal      | 
|                  | pension;                      | 
+------------------+-------------------------------+ 
| "South Africa"   | the Republic of South Africa; | 
+------------------+-------------------------------+ 
| "United Kingdom" | the United Kingdom of Great   | 
| or "UK"          | Britain and Northern Ireland; | 
+------------------+-------------------------------+ 
| "United States"  | the United States of America, | 
| or "US"          | its territories and           | 
|                  | possessions, any state of the | 
|                  | United States of America, the | 
|                  | District of Columbia and all  | 
|                  | other areas subject to its    | 
|                  | jurisdiction.                 | 
+------------------+-------------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OFFWGUWWMUPUUMU 
 

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