ZTX Zetex

RNS Number:9323T
Zetex Plc
07 May 2008


7 May 2008


 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 of such jurisdiction.

                              Zetex PLC ("ZETEX")

             RECOMMENDED PROPOSAL FOR THE CASH ACQUISITION OF ZETEX


The purpose of this announcement is to confirm certain arrangements relating to
Zetex's annual general meeting as set out in the Scheme Document posted to Zetex
plc shareholders on 18 April 2008 (the "Scheme Document").

Defined terms used in this announcement shall, where appropriate, have the same
meanings as attributed to them in the Scheme Document.

The Scheme Document contained the following statement:

" You will note that by notice dated 26 March 2008, we have convened an annual
general meeting ("AGM") of the Company for 28 April 2008. Clearly this meeting
was convened prior to the announcement of the Recommended Proposal and the
business to be considered at that meeting is now largely inappropriate.
Accordingly, this meeting will be adjourned and hence you are urged not to
attend this meeting on 28 April 2008. At a meeting of the Zetex Board held on 17
April 2008, as a result of the Recommended Proposal, the Zetex Board resolved to
withdraw its recommendation of the dividend set out in the notice of the AGM and
further resolved that no dividend should be recommended or paid in respect of
Zetex's financial year ended 31 December 2007. As a result, no resolution to
declare a dividend will be put to Zetex Shareholders at the AGM. "

The AGM which was due to take place on 28 April 2008 was adjourned with the
consent of the Zetex Shareholders present and in accordance with the articles of
association of the Company and no resolution to declare a dividend was put to
Zetex Shareholders.

In accordance with the resolution of the Zetex Board passed on 17 April 2008,
and on the basis that the Scheme becomes effective in accordance with its terms,
no dividend will be recommended or paid in respect of Zetex's financial year
ended 31 December 2007.


Enquiries:

Zetex plc
Tel: +44 (0)161 622 4444
Liz Airey, Chairman
Hans Rohrer, Chief Executive Officer


This announcement is not intended to, and does not constitute or form any part
of, an offer or invitation to sell or subscribe for or purchase any securities
or solicitation of any vote or approval in any jurisdiction pursuant to the
Recommended Proposal or otherwise.  The Recommended Proposal will be carried out
solely through the Scheme Document, which contains the full terms and conditions
of the Recommended Proposal (including details of how to vote in respect of the
Recommended Proposal).  Any acceptance or other response to the Recommended
Proposal should be made only on the basis of the information in the Scheme
Document.  Zetex Shareholders are advised to read the formal documentation in
relation to the Recommended Proposal carefully.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements.  This announcement has been prepared for the purpose of
complying with English law and the City Code on Takeovers and Mergers 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 UK.

Rothschild is regulated in the UK by the Financial Services Authority and is
acting exclusively for Zetex in connection with the Recommended Proposal and
no-one else and will not be responsible to anyone other than Zetex for providing
the protections afforded to its clients or for providing advice in relation to
the Recommended Proposal or any other matters referred to in this announcement.

UBS Limited and UBS Securities LLC (together, "UBS") are acting exclusively for
Diodes and Bidco and no-one else in connection with the Recommended Proposal and
will not be responsible to anyone other than Diodes and Bidco for providing the
protections afforded to clients of UBS or for providing advice in relation to
the Recommended Proposal or any matter referred to in this announcement.


Forward looking statements

This announcement includes "forward-looking statements".  These statements are
based on the current expectations of the management of Zetex and Diodes and are
naturally subject to uncertainty and changes in circumstances.  The
forward-looking statements contained in this announcement include statements
regarding the expected timing and scope of the Acquisition.  Forward-looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates", "believe",
"will", "may", "should", would", "could" and words of similar import.  Although
Zetex and Diodes believe that the expectations reflected in such forward-looking
statements are reasonable, Zetex and Diodes can give no assurance that such
expectations will prove to have been correct.  By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future.  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 satisfaction of the Conditions (as defined in the
Scheme Document) to the Acquisition (as defined in the Scheme Document), and
Diodes' and Bidco's ability to successfully integrate successfully the
operations and employees of Zetex, as well as additional factors, such as: local
and global political and economic conditions; significant price discounting by
competitors; changes in consumer habits and preferences; foreign exchange rate
fluctuations and interest rate fluctuations (including those from any potential
credit rating decline); legal or regulatory developments and changes; the
uncertainties of litigation; Diodes' and Bidco's ability successfully to expand
internationally and manage growth; the impact of any acquisitions or similar
transactions; competitive product and pricing pressures; production or
distribution disruptions and changes in the supply and cost of raw materials;
and non-payment of receivables by distributors.  Other unknown or unpredictable
factors could cause actual results to differ materially from those in the
forward-looking statements.  Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of
actual results.  Zetex, Diodes and Bidco assume no obligation to update publicly
or revise forward-looking statements, whether as a result of new information,
future events or otherwise, except to the extent legally required.


Rule 8 Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Zetex, all "dealings" in any "relevant securities" of
Zetex (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 p.m. (London time) on the London Business Day following the date of the
relevant transaction.  This requirement will continue until the date on which
the Acquisition and/or Scheme becomes effective, 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 Zetex, 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 Zetex by Diodes, Bidco or Zetex, or by any of their 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 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 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.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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