TIDMHTY
RNS Number : 3948J
HellermannTyton Group PLC
17 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
17 December 2015
RECOMMENDED CASH ACQUISITION
of
HELLERMANNTYTON GROUP PLC
by
DELPHI AUTOMOTIVE PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITIES
On 30 July 2015 the boards of HellermannTyton Group PLC
("HellermannTyton") and Delphi Automotive PLC ("Delphi") announced
that they had reached agreement on the terms of a recommended offer
for the acquisition of the entire issued and to be issued ordinary
share capital of HellermannTyton by Delphi (the "Offer"). In
accordance with the terms of the Offer, the acquisition is proposed
to be implemented by means of a scheme of arrangement of
HellermannTyton under Part 26 of the Companies Act 2006 (the
"Scheme").
Yesterday the High Court of Justice of England and Wales
sanctioned the Scheme at the Scheme Court Hearing, and the
Effective Date of the Scheme is expected to be on, or around, 18
December 2015.
In accordance with the requirements of Rule 3.1.4R of the
Disclosure Rules and Transparency Rules, HellermannTyton announces
that on 16 December 2015 the persons set out in the table below,
each being a Person Discharging Managerial Responsibility (a
"PDMR"), acquired the beneficial title to ordinary shares of
nominal value EUR0.01 each in the capital of HellermannTyton
("Shares") pursuant to:
1. the HellermannTyton Group PLC Global Share Plan (the "GSP"); and
2. the 2013 HellermannTyton Group PLC Long-Term Incentive Plan
(the "LTIP", and together with the GSP, the "Plans").
The GSP and LTIP are employee and executive share plans,
respectively, operated by HellermannTyton. Each PDMR was not
required to pay anything for the shares acquired.
The awards vested and/or became exercisable in full yesterday
upon the Court's sanction of the Scheme.
The number of Shares to which PDMRs acquired beneficial title
under the terms of the Plans is as follows:
Name of PDMR Number of Shares acquired under the GSP Number of Shares acquired under the LTIP
-------------- ---------------------------------------- -----------------------------------------
S Salmon - 677,731
-------------- ---------------------------------------- -----------------------------------------
T Jones - 464,435
-------------- ---------------------------------------- -----------------------------------------
A Leyland - 221,897
-------------- ---------------------------------------- -----------------------------------------
H Whitehead - 74,651
-------------- ---------------------------------------- -----------------------------------------
E Wilson - 163,797
-------------- ---------------------------------------- -----------------------------------------
T Evans - 223,429
-------------- ---------------------------------------- -----------------------------------------
C Niemann 592 545,850
-------------- ---------------------------------------- -----------------------------------------
HG Lee 214 187,725
-------------- ---------------------------------------- -----------------------------------------
T Tsukamoto 392 302,629
-------------- ---------------------------------------- -----------------------------------------
J Campion 593 406,141
-------------- ---------------------------------------- -----------------------------------------
T Tuttle 517 204,287
-------------- ---------------------------------------- -----------------------------------------
A Zavarizi 590 239,997
-------------- ---------------------------------------- -----------------------------------------
S Jungermann 214 459,089
-------------- ---------------------------------------- -----------------------------------------
Other
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the scheme document dated 26 August 2015 circulated to
HellermannTyton shareholders in connection with the Offer (the
"Scheme Document"). Full details of the Offer are set out in the
Scheme Document.
Enquiries
HellermannTyton
Steve Salmon
Tim Jones +44 (0) 129 353 7272
Goldman Sachs International (Joint Financial Adviser and Corporate Broker to
HellermannTyton)
Dominic Lee
Phil Raper
Duncan Stewart +44 (0) 20 7774 1000
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to HellermannTyton)
Robert Constant
Dwayne Lysaght
Richard Perelman +44 (0) 20 7777 2000
Powerscourt (Media enquiries for HellermannTyton)
Rob Greening
Sophie Moate
Samantha Trillwood +44 (0) 20 7250 1446
******
Important disclaimers
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting for HellermannTyton and no one else in
connection with the Offer and will not be responsible to anyone
other than HellermannTyton for providing the protections afforded
to clients of Goldman Sachs International, or for giving advice in
connection with the Offer or any matter referred to herein.
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Securities
plc is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. J.P. Morgan
Limited and J.P. Morgan Securities plc conduct their UK investment
banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is
acting as financial adviser and joint corporate broker exclusively
for HellermannTyton and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than
HellermannTyton for providing the protections afforded to clients
of J.P. Morgan Cazenove, nor for providing advice in relation to
any matter referred to herein.
Overseas Shareholders
The release, publication or distribution of this document in
jurisdictions other than the United Kingdom may be restricted by
law and therefore 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. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This document does not
constitute an offer or an invitation to purchase or subscribe for
any securities or a solicitation of an offer to buy any securities
pursuant to this document or otherwise in any jurisdiction in which
such offer or solicitation is unlawful. This document has been
prepared for the purposes of complying with the laws of England and
Wales, and the Code and the information disclosed may not be the
same as that which would have been disclosed if this document had
been prepared in accordance with the laws of any jurisdiction
outside England and Wales.
The Offer relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of the US proxy solicitation and tender offer rules or
the laws of other jurisdictions outside the United Kingdom.
Delphi reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Takeover Offer. In such
event, the Takeover Offer will be implemented by Delphi and/or a
wholly-owned subsidiary undertaking of Delphi on substantially the
same terms, subject to appropriate amendments, as those which would
apply to the Offer. However, if Delphi were to elect to implement
the Offer by way of a Takeover Offer, such Takeover Offer will be
made in compliance with all applicable laws and regulations,
including the United States tender offer rules, to the extent
applicable. Such a takeover would be made in the United States by
Delphi and/or a wholly-owned subsidiary undertaking of Delphi and
no one else. In addition to any such Takeover Offer, Delphi,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in HellermannTyton outside such Takeover Offer during the
period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements
(MORE TO FOLLOW) Dow Jones Newswires
December 17, 2015 04:20 ET (09:20 GMT)
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