ZTX Zetex

    RNS Number : 1566W
  Zetex Plc
  06 June 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.

    6 June 2008
    Zetex PLC ("ZETEX")
    RECOMMENDED proposal for the cash acquisition OF ZETEX
    Reduction Court Hearing

    On 4 April 2008, the boards of Zetex and Diodes Incorporated ("Diodes") announced the terms of a recommended cash offer by Diodes
Holdings UK Limited (a wholly owned subsidiary of Diodes), ("Bidco") of 85.45 pence per share for the entire issued and to be issued
ordinary share capital of Zetex (the "Recommended Proposal") to be effected by way of a scheme of arrangement pursuant to section 895 of the
Companies Act 2006 (the "Scheme").

    On 18 April 2008, the board of Zetex announced the posting of the scheme document (the "Scheme Document"), containing full details of
the Recommended Proposal and the Scheme.

    On 12 May 2008, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the matters ancillary
thereto (including the Reduction of Capital) were similarly approved by Scheme Shareholders at the Extraordinary General Meeting. Both
meetings were held on 12 May 2008.

    On 4 June 2008, the board of Zetex announced that, at the hearing on that date (the "Scheme Court Hearing"), the Court granted an order
sanctioning the Scheme to effect the Recommended Proposals.

    On 5 June 2008, the board of Zetex announced that, as from 7:30 a.m. (London time) today, dealings in Zetex Shares on the London Stock
Exchange's market for listed securities would be suspended and no transfers after such time would be registered. The board of Zetex also
announced that as from 8:00 a.m. (London time) on 9 June 2008, Zetex Shares would cease to be listed on the Official List and their
admission to trading on the London Stock Exchange would be cancelled.

    Today, the board of Zetex is pleased to announce that, at the Court hearing earlier today (the "Reduction Court Hearing"), the Court
granted an order confirming the Reduction of Capital to effect the Recommended Proposal.

    Accordingly, all the Conditions have been satisfied or waived other than the delivery to, and the registration by, the Registrar of
Companies for England and Wales of an office copy of the court order sanctioning the Scheme and confirming the Reduction of Capital
(together with a minute recording such Reduction of Capital).

    It is expected that the Effective Date of the Scheme will be 9 June 2008. A further announcement will be made by Zetex to confirm when
the Scheme has become effective.

    Terms used in this announcement but not otherwise defined herein shall have the same meaning given to them in the Scheme Document.


    Enquiries:
 Zetex plc                                           Tel: +44 (0)161 622 4444
 Liz Airey, Chairman 
 Hans Rohrer, Chief Executive Officer
 NM Rothschild & Sons Limited ("Rothschild")         Tel: +44 (0)161 827 3800
 (financial adviser to Zetex plc)
 Andrew Thomas
 James Gaskell
 Citigate Dewe Rogerson (PR advisers to Zetex)       Tel: +44 (0)20 7638 9571
 Toby Mountford
 Justin Griffiths 
 Diodes Incorporated
 Dr Keh-Shew Lu                                      Tel: +1 972 385 2810
 Carl Wertz                                          Tel: +1 805 446 4800
 UBS Investment Bank (financial adviser to Bidco
 and Diodes Incorporated)
 Gavin Domm                                          Tel: +1 310 556 6700
 Gavin Slader                                        Tel: +1 310 556 6700
 Craig Calvert                                       Tel: +44 (0) 20 7567 8000
 Shelton Group (IR adviser to Diodes)                Tel: +1 949 224 3874
 Leanne Sievers
    The Directors of Zetex accept responsibility for the information contained in this announcement and, to the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of such information.
    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 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.
    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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