TIDMBA. TIDMNORK
RNS Number : 3104A
BAE SYSTEMS PLC
28 January 2011
For immediate release
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such
jurisdiction
28 January 2011
BAE SYSTEMS (HOLDINGS) LIMITED,
A WHOLLY-OWNED SUBSIDIARY OF BAE SYSTEMS PLC
RECOMMENDED CASH OFFER FOR NORKOM GROUP PLC
Further to the announcement made on 14 January 2011, BAE Systems
plc ("BAE Systems") and BAE Systems (Holdings) Limited ("BAE
Systems Holdings") are pleased to announce that the Offer Document
containing the full terms and conditions of BAE Systems Holdings'
recommended cash offer for Norkom Group plc was posted today,
Friday 28 January 2011, together with the related Form of
Acceptance.
The first closing date of the Offer is 18 February 2011. To
accept the Offer, the Form of Acceptance should be completed,
signed and returned in accordance with the procedure set out in the
Offer Document as soon as possible and in any event so as to be
received by no later than 1.00 p.m. (Dublin time) on 18 February
2011.
Copies of the Offer Document and the Form of Acceptance will be
available for inspection at the offices of McCann FitzGerald,
Riverside One, Sir John Rogerson's Quay, Dublin 2 and William Fry,
Fitzwilton House, Wilton Place, Dublin 2 during usual business
hours on any week day (Saturdays, Sundays and public holidays
excepted) while the Offer remains open for acceptance.
BAE Systems Holdings has previously announced that its parent,
BAE Systems plc, has acquired 18,000,000 Norkom Shares for cash at
a price of EUR2.10 per share, representing just under 20.0 per
cent. of Norkom's current issued share capital. As previously
announced, BAE Systems Holdings has obtained irrevocable
undertakings to accept (or procure the acceptance of) the Offer in
respect of Norkom Shares representing approximately 42.2 per cent.
of the current issued share capital of Norkom (and in respect of
Norkom Shares issuable pursuant to Norkom Share Options and Norkom
Share Awards which, when aggregated with such Norkom Shares,
represent 45.0 per cent. of the entire issued share capital of
Norkom on a fully diluted basis). On that basis, BAE Systems and
BAE Systems Holdings have total aggregate interests of 62.2 per
cent. in Norkom's current issued share capital (62.4 per cent. on a
fully diluted basis).
Definitions used in the Rule 2.5 Announcement dated 14 January
2011 have the same meaning when used in this announcement, unless
the context requires otherwise.
Enquiries:
BofA Merrill Lynch Tel: +44 20 7996 1000
Financial adviser to BAE Systems
and BAE Systems Holdings
Philip Noblet
Simon Gorringe
Chris Squire
Responsibility
The directors of BAE Systems and BAE Systems Holdings accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the directors of BAE
Systems and BAE Systems Holdings (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.
Financial Advisers
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary
of Bank of America Corporation, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for BAE Systems and BAE Systems Holdings and no
one else in connection with the Offer and accordingly will not be
responsible to anyone other than BAE Systems and BAE Systems
Holdings for providing the protections afforded to clients of BofA
Merrill Lynch nor for providing advice in relation to the Offer or
any other matter referred to in this announcement.
General
This announcement does not constitute an offer to purchase,
sell, subscribe for or exchange or the solicitation of an offer to
purchase, sell, subscribe for or exchange any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise.
The distribution of this announcement in or into certain
jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this announcement and all other documents
relating to the Offer are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from such
jurisdictions. Persons receiving such documents (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction.
Rule 8 of the Takeover Rules - Dealing Disclosure
Requirements
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is or becomes, 'interested' (directly or indirectly) in one
per cent. or more of any class of "relevant securities" of Norkom,
all "dealings" in any "relevant securities" of Norkom (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 3:30pm (Dublin time) on the 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 or lapses or is otherwise withdrawn
or on which the Offer Period otherwise ends. If two or more persons
co-operate on the basis of any agreement, either express or tacit,
either oral or written, to acquire an "interest" in "relevant
securities" of Norkom, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of Norkom, by Norkom or BAE
Systems Holdings, or by any of their respective "associates",
during the Offer Period must be disclosed by no later than 12.00
noon (Dublin time) on the 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 can be found
on the Panel's website at www.irishtakeoverpanel.ie.
'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 in this paragraph, Dealing Disclosure
Requirements, are defined in the Takeover Rules, 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's website at www.irishtakeoverpanel.ie or
contact the Panel on telephone number +353 (0) 1 678 9020; fax
number +353 (0) 1 678 9289
This information is provided by RNS
The company news service from the London Stock Exchange
END
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