TIDMCSU
RNS Number : 9151M
Sulzer Ltd
02 June 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
2 June 2010
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
by
SULZER (UK) HOLDINGS LIMITED,
a wholly-owned subsidiary of Sulzer Ltd,
for
CASTLE SUPPORT SERVICES PLC
SUMMARY
n The Boards of Sulzer (UK) Holdings Limited ("Sulzer UK" or the "Offeror") and
Castle Support Services plc ("Castle") are pleased to announce that they have
agreed the terms of a recommended cash offer to be made by Sulzer UK, a
wholly-owned subsidiary of Sulzer Ltd ("Sulzer"), for the entire issued and to
be issued ordinary share capital of Castle.
n Castle is the ultimate holding company for the Dowding & Mills Group, an
independent provider of electro-mechanical maintenance and repair services.
n The Offer is 108 pence in cash for each Castle Share (the "Offer Price"),
valuing the entire existing issued ordinary share capital of Castle held outside
treasury at approximately GBP127.5 million.
n The Offer Price represents a premium of approximately:
· 44.0 per cent. to the Closing Price of 75.0 pence per Castle Share on 1
June 2010, being the last Business Day prior to the date of this announcement;
· 70.1 per cent. to the Closing Price of 63.5 pence per Castle Share on 13
May 2010, being the last Business Day prior to the announcement by Castle that
it had received a number of provisional approaches; and
· 59.9 per cent. to the average Closing Price of 67.5 pence per Castle Share
for the twelve months prior to and including 1 June 2010.
n Sulzer is listed on the SIX Swiss Exchange and has a market capitalisation of
approximately CHF3.2 billion. The Sulzer Group operates in over 120 locations
worldwide. The Sulzer Group specialises in the manufacture of industrial
machinery and equipment, surface technology and rotating equipment maintenance,
operating through four divisions (Sulzer Pumps, Sulzer Metco, Sulzer Chemtech
and Sulzer Turbo Services). The Sulzer Group's key markets are the oil and gas,
hydrocarbon processing, power generation, pulp and paper, aviation and
automotive industries.
n One of Sulzer's stated goals is to increase its focus on service and the
proposed acquisition will increase the Sulzer Group's service sales. The
acquisition of Castle will expand the Sulzer Group's technical competences and
complement the current activities of Sulzer Turbo Services. The proposed
acquisition will create a leading independent provider of maintenance and repair
services for turbomachinery, generators and motors with potential for further
geographic expansion. Castle and Sulzer believe that together they can become an
even stronger partner to both existing and potential future customers.
n The Castle Directors, who have been so advised by Strand Hanson, consider the
terms of the Offer to be fair and reasonable. In providing its advice to the
Castle Board, Strand Hanson has taken into account the commercial assessments of
the Castle Directors.
n Accordingly, the Castle Directors have unanimously agreed to recommend that
Castle Shareholders accept the Offer, as each of the Castle Directors who
currently hold Castle Shares have irrevocably undertaken to do in respect of
their own beneficial shareholdings (or the shareholdings they control) amounting
to, in aggregate, 5,518,880 Castle Shares representing approximately 4.67 per
cent. of Castle's existing issued ordinary share capital held outside treasury.
The undertakings given by the Castle Directors will remain binding even if a
higher competing offer for Castle is announced, unless the Offer Document is not
posted by 7 June 2010 or the Offer lapses or is withdrawn.
n In addition, the Offeror has received Irrevocable Undertakings to accept the
Offer from certain significant Castle Shareholders (who are listed in Appendix
III to this announcement) in respect of, in aggregate, a further 105,582,296
Castle Shares representing approximately 89.41 per cent. of Castle's existing
issued ordinary share capital held outside treasury. The undertakings given by
such Castle Shareholders will also remain binding even if a higher competing
offer for Castle is announced, unless the Offer Document is not posted by 7 June
2010 or the Offer lapses or is withdrawn.
n In aggregate, therefore, the Offeror has received Irrevocable Undertakings to
accept the Offer in respect of 111,101,176 Castle Shares, representing
approximately 94.09 per cent. of Castle's existing issued ordinary share capital
held outside treasury. Further details of these Irrevocable Undertakings are set
out in paragraph 3 below and in Appendix III to this announcement.
Commenting on the Offer, Ton Büchner, Chief Executive Officer of Sulzer, said:
"The intended combination of Castle with Sulzer Turbo Services will create a
leading independent provider of maintenance and repair services for
turbomachinery, generators and motors with a broader service offering. This will
further strengthen the relationship with the shared customer base as well as
with potential new customers."
Commenting on the Offer, Christopher Mills, Chairman of Castle, said:
"We are pleased to have secured this cash Offer of 108 pence per Castle Share
which provides Castle Shareholders with an exit from their investment at a
significant premium over the value of their shares prior to the commencement of
the offer period. The Castle Board unanimously recommends that Shareholders
accept this Offer which we believe represents an excellent opportunity for
Castle Shareholders to realise a fair and reasonable value for their Castle
Shares against a difficult and uncertain global economic trading environment."
The Offer Documentation, setting out full details of the Offer and the
procedures to be followed by Castle Shareholders to accept the Offer, will be
posted to Castle Shareholders, subject to certain restrictions relating to
persons resident in any Restricted Jurisdiction, today, unless there is an
unforeseen delay due to events outside the Offeror's control.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement (including the Appendices). In particular,
the Offer will be subject to the Conditions set out in Appendix I to this
announcement and to the further terms to be set out in the Offer Document.
Appendix II sets out the bases and sources of certain financial information
contained in this announcement. Appendix III contains details of the Irrevocable
Undertakings referred to in this announcement. Appendix IV contains the
definitions of certain terms used in this announcement.
Enquiries:
Sulzer
Philippe Dewitz, Head of Investor Relations
Tel: +41 52 262 20 22
Verena Gölkel, Media Spokesperson
Tel: +41 52 262 26 82
Rothschild (financial adviser to Sulzer and the Offeror) Tel: +44 (0)
20 7280 5000
John Deans
Charles Montgomerie
Castle
Tel: +44 (0) 121 766 6161
Christopher Mills, Chairman
Tudor
Davies, Director
Strand Hanson (financial adviser to Castle) Tel: +44
(0) 20 7409 3494
Rory Murphy
Matthew Chandler
Citigate Dewe Rogerson (PR adviser to Castle) Tel: +44
(0) 121 362 4035
Fiona Tooley
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
Documentation. The Offeror will prepare the Offer Documentation to be
distributed to Castle Shareholders and, for information only, to persons with
information rights. Castle and the Offeror urge Castle Shareholders to read the
Offer Documentation when it becomes available because it will contain important
information relating to the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Sulzer and 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 Sulzer and the Offeror for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the contents of
this announcement or any offer or arrangements referred to herein or in the
Offer Documentation. Neither Rothschild 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 Rothschild in connection with this announcement,
any statement contained herein or otherwise.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Castle in relation to the Offer and is not acting for or advising any other
person and accordingly will not be responsible to anyone other than Castle for
providing the protections afforded to clients of Strand Hanson Limited or for
providing advice in relation to the contents of this announcement, or any offer
or arrangements referred to herein or in the Offer Documentation. Neither Strand
Hanson Limited 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 Strand
Hanson Limited in connection with this announcement, any statement contained
herein or otherwise.
Notice to overseas Castle 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 Documentation.
The Offer referred to in this announcement will not be made available directly
or indirectly, in, into or by use of the mails of, or by any means (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of any
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. This announcement does not constitute an offer in any such
jurisdiction and the Offer will not be made available by any such use or means
from or within any such jurisdiction. Accordingly this announcement is not
being, and should not be, mailed, transmitted or otherwise distributed, in whole
or in part, in or into or from any such jurisdiction.
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 Castle 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 Castle. 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 Castle
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 Castle must make a Dealing
Disclosure if the person deals in any relevant securities of Castle. 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 Castle, 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 Castle, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by Castle and the Offeror and
Dealing Disclosures must also be made by Castle 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 Takeover 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.
The defined terms used in this paragraph "Disclosure Requirements of the Code"
are defined in the Code which can be found on the Takeover 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 Castle and Sulzer 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 the Sulzer Group and the Castle 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 boards of Castle and the Offeror and the Relevant Officers of
Sulzer believe 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,
unanticipated issues associated with the satisfaction of the Conditions of the
Offer; issues associated with obtaining necessary regulatory approvals and the
terms and conditions of such approvals; the inability to integrate successfully
the Castle Group within the Sulzer Group or to realise synergies from such
integration within the time periods anticipated; and changes in anticipated
costs related to the acquisition of Castle. Additional factors that could cause
actual results and developments to differ materially include, among other
things:
n unanticipated changes in revenue, margins, costs, and capital expenditures;
n issues associated with new product or service introductions;
n foreign currency fluctuations;
n increased raw material prices;
n unexpected issues associated with the availability of local suppliers and
skilled labour;
n the risks associated with growth;
n geographic factors and political and economic risks;
n actions of competitors;
n changes in economic or industry conditions generally or in the markets served
by the Castle Group and the Sulzer Group;
n the state of financial and credit markets;
n efficiencies and capacity utilisation of facilities;
n issues related to new facilities and expansion of existing facilities;
n work stoppages, labour negotiations, and labour rates;
n government approval and funding of projects;
n the ability of customers to receive financing; and
n the ability to complete and appropriately integrate restructurings,
consolidations, acquisitions, divestitures, strategic alliances, and joint
ventures.
Neither Sulzer, the Offeror nor Castle undertakes 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 Castle website at www.castlesupportservices.com
by no later than 12 noon on 3 June 2010 and will also be available on the Sulzer
website at www.sulzer.com during the course of the Offer.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Castle confirms that as at the date of
this announcement it has 118,083,186 ordinary shares of 20 pence each in issue
and admitted to trading on AIM, all with equal voting rights. The total number
of voting rights in Castle is therefore 118,083,186. The International
Securities Identification Number for Castle Shares is GB00B1XLC667.
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
2 June 2010
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
by
SULZER (UK) HOLDINGS LIMITED,
a wholly-owned subsidiary of Sulzer Ltd,
for
CASTLE SUPPORT SERVICES PLC
1. INTRODUCTION
The Boards of Sulzer (UK) Holdings Limited ("Sulzer UK" or the "Offeror") and
Castle Support Services plc ("Castle") are pleased to announce that they have
agreed the terms of a recommended cash offer to be made by Sulzer UK, a
wholly-owned subsidiary of Sulzer Ltd ("Sulzer"), for the entire issued and to
be issued ordinary share capital of Castle. Castle is the ultimate holding
company for the Dowding & Mills Group, an independent provider of
electro-mechanical maintenance and repair services.
2. THE OFFER
The Offer, which will be subject to the Conditions and further terms set out
below and in Appendix I, and the full terms and conditions to be set out in the
Offer Document and, in the case of certificated Castle Shares, in the Form of
Acceptance, will be made on the following basis:
108 pence in cash for each Castle Share
The terms of the Offer value the entire existing issued ordinary share capital
of Castle held outside treasury at approximately GBP127.5 million.
The Offer Price represents a premium of approximately:
n 44.0 per cent. to the Closing Price of 75.0 pence per Castle Share on 1 June
2010, the last Business Day prior to the date of this announcement;
n 70.1 per cent. to the Closing Price of 63.5 pence per Castle Share on 13 May
2010, being the last Business Day prior to the announcement by Castle that it
had received a number of provisional approaches; and
n 59.9 per cent. to the average Closing Price of 67.5 pence per Castle Share for
the twelve months prior to and including 1 June 2010.
The Castle Shares will be acquired by the Offeror fully paid, or credited as
fully paid, and free from all liens, equitable interests, mortgages, charges,
encumbrances, rights of pre-emption and any other third party rights and/or
interests of any nature whatsoever and together with all rights existing as at
the date of this announcement or thereafter attaching thereto, including,
without limitation, all voting rights and the right to receive and retain, in
full, all dividends and other distributions (if any) declared, made or paid or
any other return of capital (whether by way of reduction of share capital or
share premium account or otherwise) made on or after the date of this
announcement in respect of the Castle Shares. If any dividend or other
distribution in respect of the Castle Shares is declared, paid or made on or
after the date of this announcement, the Offeror reserves the right to reduce
the consideration payable for each Castle Share under the terms of the Offer by
the amount per Castle Share of such dividend or distribution.
3. IRREVOCABLE UNDERTAKINGS
The Offeror has received Irrevocable Undertakings to accept the Offer from all
of the Castle Directors who currently hold Castle Shares, in respect of
beneficial shareholdings (or the shareholdings they control) amounting to, in
aggregate, 5,518,880 Castle Shares representing approximately 4.67 per cent. of
Castle's existing issued ordinary share capital held outside treasury. These
undertakings will remain binding even if a higher competing offer for Castle is
announced, unless the Offer Document is not posted by 7 June 2010 or the Offer
lapses or is withdrawn.
The Offeror has also received Irrevocable Undertakings to accept the Offer from
certain significant Castle Shareholders (who are listed in Appendix III to this
announcement) in respect of, in aggregate, a further 105,582,296 Castle Shares
representing approximately 89.41 per cent. of Castle's existing issued ordinary
share capital held outside treasury. These undertakings will also remain binding
even if a higher competing offer for Castle is announced unless the Offer
Document is not posted by 7 June 2010 or the Offer lapses or is withdrawn.
In aggregate, therefore, the Offeror has received Irrevocable Undertakings to
accept the Offer in respect of 111,101,176 Castle Shares, representing
approximately 94.09 per cent. of Castle's existing issued ordinary share capital
held outside treasury.
Further details of these Irrevocable Undertakings to accept the Offer received
by the Offeror are set out in Appendix III to this announcement.
4. INFORMATION RELATING TO SULZER AND THE OFFEROR
Sulzer is listed on the SIX Swiss Exchange and has a market capitalisation of
approximately CHF3.2 billion.
The Sulzer Group was founded in 1834 in Winterthur, Switzerland, and now
operates in over 120 locations worldwide. The Sulzer Group specialises in the
manufacture of industrial machinery and equipment, surface technology, and
rotating equipment maintenance, operating through four divisions (Sulzer Pumps,
Sulzer Metco, Sulzer Chemtech and Sulzer Turbo Services).
The Sulzer Group employs some 12,000 people worldwide, who are dedicated to
creating innovative solutions to help customers strengthen their competitive
position. Markets served include the oil and gas, hydrocarbon processing, power
generation, pulp and paper, aviation and automotive industries. The Sulzer Group
had sales of CHF3,350m and operating income of CHF368m in the twelve months to
31 December 2009.
Sulzer Turbo Services is an independent provider of repair and maintenance
services for thermal turbomachinery and other rotating equipment. The division
also manufactures and sells replacement parts for gas turbines, steam turbines
and compressors. Sulzer Turbo Services' customers are in the oil and gas,
hydrocarbon processing, power generation and other industrial markets. Sulzer
Turbo Services had sales of CHF291m and operating income of CHF33m in the twelve
months to 31 December 2009.
The Offeror is a wholly-owned subsidiary of Sulzer, incorporated in the United
Kingdom.
5. INFORMATION RELATING TO CASTLE
Incorporated on 3 February 2005, Castle acts as the ultimate holding company for
the Dowding & Mills Group. Established in 1919, the Dowding & Mills Group has
operations in a number of countries and is principally engaged in the provision
of high quality specialist electro-mechanical inspection, maintenance and repair
services encompassing: power generator and electric motor repair; mechanical
repair; mechanical and electrical site work and condition monitoring services.
The Castle Group operates globally from its headquarters in Birmingham, United
Kingdom, and its well-established overseas subsidiaries in the United States,
Australia and the United Arab Emirates. It has a leading position and high
levels of expertise in generators and motors, servicing key international
sectors including energy generation, oil, gas, resources and shipping. Its
quality repair and remanufacturing service provides a fast and ecologically
sound alternative to the replacement of motors and generators. The provision of
repair services on an emergency rapid turnaround helps to maintain the
productivity levels of it global customers.
Castle is a public company whose shares have been admitted to trading on AIM
since 3 May 2005. In its latest financial year to 30 June 2009, the Castle Group
achieved total revenue of GBP125.5m (2008: GBP116.3m), an operating profit
(before profit on disposals) of GBP17.2m (2008: GBP15.4m) and a profit on
ordinary activities after taxation of GBP12.1m (2008: GBP12.9m). As at 31
December 2009, total assets were GBP100.7m (2008: GBP104.8m) with net assets of
GBP29.5m (2008: GBP50.1m) and net debt of GBP4.2m (2008: GBP6.9m). As at 31
December 2009, the Castle Group's defined benefit pension scheme had a gross
deficit under IAS19 of approximately GBP25.1m and GBP18.1m net of deferred tax
(2008: surplus of GBP8.7m gross and GBP6.2m net of deferred tax).
The total number of Castle Shares in issue as at the date of this announcement
is 118,083,186 and there are approximately 2,150 registered shareholders. The
market capitalisation of Castle, based on the Closing Price of 75.0 pence per
Castle Share on 1 June 2010, being the last Business Day prior to the date of
this announcement, was approximately GBP88.6m.
Current trading and prospects
Trading has continued to be in line with the Chairman's Statement to the recent
Interim Financial Statements released on 31 March 2010 with the business
continuing to achieve good margins and improvements in the levels of incoming
business, despite dampened activity in the current global macro-economic
environment.
6. BACKGROUND TO AND REASONS FOR THE OFFER
Sulzer sees clear strategic benefits from a combination of Sulzer Turbo Services
and Castle. The proposed acquisition of Castle will increase Sulzer's service
sales. The proposed acquisition will expand the Sulzer Group's technical
competences and complement the current activities of Sulzer Turbo Services. The
proposed acquisition will create a leading independent provider of maintenance
and repair services for turbomachinery, generators and motors with potential for
further geographic expansion. Castle and Sulzer believe that together they can
become an even stronger partner to both existing and potential future customers.
Sulzer believes the successful integration of the two businesses will result in
improved growth prospects for both Castle and Sulzer Turbo Services.
7. BACKGROUND TO AND REASONS FOR THE RECOMMENDATION
Since re-admission of the Castle Shares to trading on AIM in June 2007,
following completion of the successful reverse acquisition of DMTSL, the Castle
Group's core commitment to offering a high quality reliable service to its
customers has enabled it to deliver a resilient financial performance and
achieve progress in a number of areas, including:
* improving the operating performance of its business, growing revenue, EBITDA
and operating profit (before pension settlement and profit on disposals) from
approximately GBP104.6m, GBP15.1m and GBP12.7m respectively (being the pro-forma
annualised 2007 results based on the ten-month period to 30 June 2007) to
GBP125.5m, GBP19.6m and GBP17.2m in the latest financial year ended 30 June
2009;
* completing a strategic move into the Middle East region through the
acquisition in January 2008 of a 50 per cent. equity interest in Intersel FZE
based in Dubai, United Arab Emirates for a total consideration of GBP1.9m
(including costs), thereby providing a platform from which to leverage the
Castle Group's skills and experience and benefit from growth in this region;
* commencing two expansion projects to meet the growth in demand for the Castle
Group's services at its existing operations in the United States and Australia,
comprising the expansion of the service facility in Gillette, Wyoming, United
States and a workshop extension in Brisbane, Australia;
* converting, through strong cash generation and efficient management of capital
resources, including the recent disposal in April 2010 of Dowding & Mills (UK)
Limited's calibration division, a net debt position of approximately GBP24.1m as
at 30 June 2007 into a current net cash position of approximately GBP4m;
* making additional contributions since 30 June 2007 of GBP8.1m to the Castle
Group's defined benefit pension scheme over and above the normal service costs
and undertaking a number of initiatives to safeguard members' accrued benefits,
mitigate the Castle Group's funding exposure, de-risk and reduce the size of the
scheme including: the closure of the scheme to future accrual and the
introduction of a defined contribution scheme; the buyout of GBP27m of
pensioners' liabilities with a major insurance company; the transfer of GBP7.3m
of liabilities out of the scheme following a transfer value exercise for
deferred members; and a change from a predominantly equity based investment
strategy to a more balanced portfolio that better matches the income
requirements of retiring members; and
* buying back a total of 7,975,214 ordinary shares at an average price
(including costs) of 47.3 pence per Castle Share which are currently held in
treasury.
Reasons for recommending the Offer
In deciding to recommend the Offer, the Castle Board has taken into account the
following important considerations:
* Between March 2008 and March 2009 the Castle Board conducted a comprehensive
strategic review of the business to assess the opportunities for growth
including the possibility of alliances, joint ventures, mergers and
acquisitions, in order to leverage the Castle Group's considerable expertise
into a range of industrial sectors and geographic locations for the benefit of
its business, its employees and Castle Shareholders. The Castle Board believes
that Sulzer is an excellent fit with Castle and will enable the Castle Group to
achieve its plans for international expansion and the long term development of
the business;
* Despite the strong operational performance and other above mentioned
achievements, Castle's share price has declined from an issue price of 89 pence
on re-admission in June 2007 to a Closing Price of 63.5 pence on 13 May 2010,
being the last Business Day prior to the announcement by Castle that it had
received a number of provisional approaches;
* The Castle Group's defined benefit pension scheme had a net deficit under
IAS19 as at 31 December 2009 of GBP18.1m and despite being closed to future
accrual continues to require significant regular and additional annual funding
contributions in accordance with a payment schedule agreed with the scheme's
trustees to address this deficit;
* Irrevocable Undertakings obtained by the Offeror amount, in aggregate, to
provisional acceptance of the Offer in respect of 111,101,176 Castle Shares,
representing approximately 94.09 per cent. of Castle's existing issued ordinary
share capital held outside treasury. Accordingly, the Castle Board believes that
the acceptance condition to the Offer is most likely to be met shortly following
publication of the Offer Document and that further to paragraph 11 below, the
Offeror will then declare the Offer unconditional in all respects. If the Offer
becomes, or is declared, wholly unconditional or the Offeror receives sufficient
acceptances from Castle Shareholders and/or otherwise acquires more than 75 per
cent. of the Castle Shares, the Offeror has stated that it intends to procure
the making of an application by Castle to the London Stock Exchange for the
cancellation of the admission of Castle Shares to trading on AIM. Any such
cancellation is anticipated to take effect no earlier than 20 Business Days
after the Offer becomes or is declared wholly unconditional or the Offeror
receives sufficient acceptances from Castle Shareholders and/or otherwise
acquires more than 75 per cent. of Castle Shares. This is likely to reduce
significantly the liquidity and marketability of any Castle Shares not acquired
pursuant to the Offer.
The Castle Board recognises the complementary strengths and service offerings of
the Sulzer and Castle businesses and considers that being part of a well
capitalised Sulzer Group will provide Castle with access to greater financial
resources and a stronger platform to take advantage of potential opportunities
to accelerate its long term future growth, international development and
expansion.
The Castle Board acknowledges that the Offer consideration represents an
attractive premium of approximately 70.1 per cent. to the Closing Price of 63.5
pence per Castle Share on 13 May 2010, being the last Business Day prior to the
announcement by Castle that it had received a number of provisional approaches
and a 21.3 per cent. premium to the issue price on 19 June 2007, being the date
of re-admission of the enlarged Castle Group to trading on AIM following the
successful reverse acquisition of DMTSL.
As a result of the factors outlined above, the Castle Board has concluded that
the certainty of the cash amount represented by the Offer represents an
excellent opportunity for Castle Shareholders to realise a fair and reasonable
value for their Castle Shares and achieve an immediate exit from their
investment in Castle.
8. RECOMMENDATION
The Castle Directors, who have been so advised by Strand Hanson, consider the
terms of the Offer to be fair and reasonable. In providing its advice to the
Castle Directors, Strand Hanson has taken into account the Castle Directors'
commercial assessments of the Offer.
Accordingly, the Castle Directors have unanimously agreed to recommend that
Castle Shareholders accept the Offer, as each of the Castle Directors who
currently hold Castle Shares have irrevocably undertaken to do in respect of
their entire beneficial shareholdings (or the shareholdings they control),
amounting to, in aggregate, 5,518,880 Castle Shares, representing approximately
4.67 per cent. of Castle's existing issued ordinary share capital held outside
treasury. Further details of these Irrevocable Undertakings are set out in
paragraph 3 above and in Appendix III to this announcement.
9. MANAGEMENT, EMPLOYEES AND LOCATIONS
Sulzer intends to continue the businesses of Castle, including supporting
Castle's current activities. There are currently no planned major restructurings
or significant changes in the location of Castle's operations and places of
business.
Sulzer attaches great importance to the skills and experience of the management
and employees of Castle and expects Castle's managers and employees to play an
important role in the enlarged group as well as benefiting from greater
opportunities within it. If the Offer becomes or is declared unconditional in
all respects, Sulzer intends that the existing employment rights, including
accrued pension rights, of the Castle employees and management will be
safeguarded in accordance with statutory and contractual requirements. There are
currently no plans to significantly change the incentivisation arrangements with
the management of Castle.
The non-executive chairman of Castle, Christopher Mills, and the non-executive
directors of Castle, David Banks and Colin Keith, have agreed to resign
following the Offer becoming unconditional in all respects. Furthermore, Tudor
Davies and Timothy Barrett, Executive Director and Finance Director
respectively, will step down from the Castle Board following the Offer becoming
unconditional in all respects, in line with the Sulzer Group's normal practice
of separating board membership and executive management.
10. FINANCING OF THE OFFER
The total cash consideration payable pursuant to the Offer is approximately
GBP127.5 million. Sulzer has made available to the Offeror sufficient funds to
enable the Offeror to finance the Offer entirely from the Offeror's existing
cash resources.
Rothschild, financial adviser to Sulzer and the Offeror, is satisfied that
sufficient resources are available to the Offeror to enable it to satisfy in
full the total cash consideration payable under the terms of the Offer.
11. CONDITIONALITY OF THE OFFER
The Offer will be subject to the Conditions and the further terms set out in
Appendix I and the terms and conditions to be set out in the Offer Documentation
when issued. The Offer will be conditional upon, amongst other things, the
Offeror receiving valid acceptances of the Offer in respect of not less than 90
per cent. of the Castle Shares to which the Offer relates (or such lower
percentage as the Offeror may decide provided that such Condition will not be
satisfied unless the Offeror and/or any other members of the Sulzer Group have
acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Castle Shares carrying in aggregate more than 50 per cent. of the voting rights
then normally exercisable at general meetings of Castle).
Upon the Offeror receiving valid acceptances of the Offer in respect of 90 per
cent. or more of the Castle Shares to which the Offer relates, the Offeror will
waive all other Conditions to the Offer and waive the term of the Offer set out
at paragraph 6 in Part B of Appendix I and will declare the Offer unconditional
in all respects (and not only unconditional as to acceptances).
12. DISCLOSURE OF INTERESTS IN CASTLE SHARES
As at the close of business on 1 June 2010 (being the latest practicable
Business Day prior to the date of this announcement), and save for the
Irrevocable Undertakings referred to in paragraph 3 of this announcement,
neither Sulzer nor the Offeror, nor any of the directors of Sulzer or the
Offeror, nor, so far as Sulzer or the Offeror is aware, any person acting in
concert (within the meaning of the Code) with them has any interest in, owns or
has owned or controls or has controlled any Castle Shares or any securities
convertible or exchangeable into Castle Shares (including pursuant to any short
or long exposure, whether conditional or absolute, to changes in the prices of
securities) or any rights to subscribe for or purchase the same, or holds or has
held any options (including traded options) in respect of, or has or has had any
option to acquire, any Castle Shares or has entered into any derivatives
referenced to Castle Shares ("Relevant Shares") which remain outstanding, nor
does any such person have or has any such person had any arrangement in relation
to Relevant Shares. An "arrangement" for these purposes also includes any
indemnity or option arrangement, or any agreement or understanding, formal or
informal, of whatever nature, relating to Relevant Shares which may be an
inducement to deal or refrain from dealing in such securities, or any borrowing
or lending of Relevant Shares that have not been on-lent or sold.
13. CONFIRMATION REGARDING OPENING POSITION DISCLOSURE
The Offeror 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.
14. COMPULSORY ACQUISITION AND CANCELLATION OF AIM ADMISSION AND RE-REGISTRATION
AS A PRIVATE COMPANY
If the Offeror receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more in nominal value of Castle Shares to which the
Offer relates and assuming all other Conditions of the Offer have been satisfied
or waived (if they are capable of being waived), the Offeror intends to exercise
its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the
Companies Act 2006 to acquire compulsorily any remaining Castle Shares to which
the Offer relates on the same terms as the Offer.
Furthermore, if the Offer becomes or is declared unconditional in all respects
or the Offeror receives sufficient acceptances from Castle Shareholders, and/or
otherwise acquires more than 75 per cent. of Castle Shares, the Offeror intends
to procure that Castle applies to the London Stock Exchange for the cancellation
of the admission of Castle Shares to trading on AIM. It is anticipated that,
subject to any applicable requirements of the London Stock Exchange, such
cancellation will take effect no earlier than 20 Business Days after the date on
which the Offer becomes or is declared unconditional in all respects or the
Offeror receives sufficient acceptances from Castle Shareholders, and/or
otherwise acquires more than 75 per cent. of Castle Shares.
It is anticipated that the cancellation of the admission of Castle Shares to
trading on AIM would reduce the liquidity and marketability of any Castle Shares
not acquired under the Offer.
Following such cancellation and delisting, the Offeror intends to procure that
Castle re-registers from a public limited company to a private limited company
under the relevant provisions of the Companies Act 2006.
15. GENERAL
The Offer Documentation, setting out full details of the Offer and the
procedures to be followed by Castle Shareholders to accept the Offer, will be
posted to Castle Shareholders, subject to certain restrictions relating to
persons resident in any Restricted Jurisdiction, today, unless there is an
unforeseen delay due to events outside the Offeror's control.
The Offer will be subject to the Conditions set out in Appendix I to this
announcement and to the further terms to be set out in the Offer Document.
Appendix II sets out the bases and sources of certain financial information
contained in this announcement. Appendix III contains details of the Irrevocable
Undertakings referred to in this announcement. Appendix IV contains the
definitions of certain terms used in this announcement.
The Offer 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 City Code, the Panel, the London Stock Exchange and the
Financial Services Authority.
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
Documentation. The Offeror will prepare the Offer Documentation to be
distributed to Castle Shareholders and, for information only, to persons with
information rights. Castle and the Offeror urge Castle Shareholders to read the
Offer Documentation when it becomes available because it will contain important
information relating to the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Sulzer and 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 Sulzer and the Offeror for providing the protections afforded to
clients of Rothschild or for providing advice in relation to the contents of
this announcement or any offer or arrangements referred to herein or in the
Offer Documentation. Neither Rothschild 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 Rothschild in connection with this announcement,
any statement contained herein or otherwise.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to Castle in relation to the Offer and is not acting for or advising any other
person and accordingly will not be responsible to anyone other than Castle for
providing the protections afforded to clients of Strand Hanson Limited or for
providing advice in relation to the contents of this announcement, or any offer
or arrangements referred to herein or in the Offer Documentation. Neither Strand
Hanson Limited 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 Strand
Hanson Limited in connection with this announcement, any statement contained
herein or otherwise.
Notice to overseas Castle 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 Documentation.
The Offer referred to in this announcement will not be made available directly
or indirectly, in, into or by use of the mails of, or by any means (including,
without limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of any
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. This announcement does not constitute an offer in any such
jurisdiction and the Offer will not be made available by any such use or means
from or within any such jurisdiction. Accordingly this announcement is not
being, and should not be, mailed, transmitted or otherwise distributed, in whole
or in part, in or into or from any such jurisdiction.
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 Castle 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 Castle. 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 Castle
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 Castle must make a Dealing
Disclosure if the person deals in any relevant securities of Castle. 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 Castle, 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 Castle, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by Castle and the Offeror and
Dealing Disclosures must also be made by Castle 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 Takeover 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.
The defined terms used in this paragraph "Disclosure Requirements of the Code"
are defined in the Code which can be found on the Takeover 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 Castle and Sulzer 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 the Sulzer Group and the Castle 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 boards of Castle and the Offeror and the Relevant Officers of
Sulzer believe 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,
unanticipated issues associated with the satisfaction of the Conditions of the
Offer; issues associated with obtaining necessary regulatory approvals and the
terms and conditions of such approvals; the inability to integrate successfully
the Castle Group within the Sulzer Group or to realise synergies from such
integration within the time periods anticipated; and changes in anticipated
costs related to the acquisition of Castle. Additional factors that could cause
actual results and developments to differ materially include, among other
things:
n unanticipated changes in revenue, margins, costs, and capital expenditures;
n issues associated with new product or service introductions;
n foreign currency fluctuations;
n increased raw material prices;
n unexpected issues associated with the availability of local suppliers and
skilled labour;
n the risks associated with growth;
n geographic factors and political and economic risks;
n actions of competitors;
n changes in economic or industry conditions generally or in the markets served
by the Castle Group and the Sulzer Group;
n the state of financial and credit markets;
n efficiencies and capacity utilisation of facilities;
n issues related to new facilities and expansion of existing facilities;
n work stoppages, labour negotiations, and labour rates;
n government approval and funding of projects;
n the ability of customers to receive financing; and
n the ability to complete and appropriately integrate restructurings,
consolidations, acquisitions, divestitures, strategic alliances, and joint
ventures.
Neither Sulzer, the Offeror nor Castle undertakes 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 Castle website at www.castlesupportservices.com
by no later than 12 noon on 3 June 2010 and will also be available on the Sulzer
website at www.sulzer.com during the course of the Offer.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Castle confirms that as at the date of
this announcement it has 118,083,186 ordinary shares of 20 pence each in issue
and admitted to trading on AIM, all with equal voting rights. The total number
of voting rights in Castle is therefore 118,083,186. The International
Securities Identification Number for Castle Shares is GB00B1XLC667.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
1. Valid acceptances being received (and not, where permitted, withdrawn) by
no later than 1.00 p.m. (London time) on the first closing date of the Offer
(or, subject to the Code, such later time(s) and/or date(s) as the Offeror may
decide) in respect of not less than 90 per cent. of Castle Shares to which the
Offer relates and not less than 90 per cent. of the voting rights carried by
those shares (or, in either case, such lower percentage as the Offeror may
decide). However, this Condition will not be satisfied unless the Offeror and/or
its wholly owned subsidiaries have acquired or agreed to acquire Castle Shares
carrying, in aggregate, over 50 per cent. of the voting rights then normally
exercisable at general meetings of Castle including, for this purpose, to the
extent (if any) required by the Code, the voting rights attaching to any Castle
Shares which may be unconditionally allotted or issued before the Offer becomes
or is declared unconditional as to acceptances. In this Condition:
1.1. the expression "Castle Shares to which the Offer relates" shall be
construed in accordance with sections 974 to 991 (inclusive) Companies Act 2006;
1.2. Castle Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry when they are
issued; and
1.3. valid acceptances shall be treated as having been received in respect of
any Castle Shares that the Offeror shall, pursuant to section 979(8) and, if
applicable, section 979(9) Companies Act 2006, be treated as having acquired or
unconditionally contracted to acquire by virtue of acceptances of the Offer.
2. In addition, the Offeror and Castle have agreed that, subject as stated in
Part B below, the Offer will also be conditional upon Condition 1 above having
been fulfilled and provided that the following Conditions (as amended if
appropriate) are satisfied or waived as referred to below:
2.1. no Relevant Authority having taken, instituted, implemented or threatened
any action, proceeding, suit, investigation or enquiry, or enacted, made or
proposed any statute, regulation or order, or taken any other step that, in each
case, would or is likely to:
2.1.1. require, prevent or materially delay the divestiture by any member of the
Wider Sulzer Group or any member of the Wider Castle Group of all or any portion
of their respective businesses, assets or properties or limit the ability of any
member of the Sulzer Group or the Castle Group to conduct its business (or any
part of it) or to own or control any of its assets or property or any part of
them which, in any such case, is material in the context of the Sulzer Group or
the Castle Group;
2.1.2. other than pursuant to the implementation of the Offer, require any
member of either the Sulzer Group or the Castle Group to acquire or offer to
acquire any shares or other securities (or the equivalent) in any member of the
Castle Group or any asset owned by any third party;
2.1.3. limit or materially delay (i) the ability of the Sulzer Group, directly
or indirectly, to acquire, hold, or exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or any other securities (or the equivalent)
in any member of the Castle Group or (ii) the ability of any member of the
Castle Group, directly or indirectly, to hold or to exercise effectively all or
any rights of ownership in respect of shares or loans or securities convertible
into shares or any other securities (or the equivalent) in, loans or other
securities in, or to exercise management control over, any other member of the
Castle Group which, in either case, is material in the context of the Castle
Group;
2.1.4. limit the ability of the Sulzer Group or the Castle Group to conduct its
business to an extent which, in any such case, is material in the context of the
Sulzer Group or the Castle Group in either case taken as a whole;
2.1.5. make the Offer or its implementation or the acquisition of any shares in,
or control of, Castle by any member of the Sulzer Group void, unenforceable,
illegal and/or prohibited in or under the laws of any relevant jurisdiction or
otherwise, directly or indirectly, materially restrict, restrain, prohibit,
delay or otherwise interfere with the same, or impose additional material
conditions or obligations with respect to the Offer, or require material
amendment of, or otherwise challenge or materially interfere with, the Offer; or
2.1.6. otherwise materially and adversely affect the business, assets,
liabilities, financial or trading position, profits or prospects of any member
of the Castle Group or the Sulzer Group in either case taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or take any other
step under the laws of any jurisdiction in respect of the Offer having expired,
lapsed or been terminated;
2.2. all necessary statutory or regulatory obligations in any relevant
jurisdiction having been complied with in all material respects, all necessary
filings, applications and/or notifications having been made and all applicable
waiting periods (including any extensions thereof) under any applicable
legislation or regulation of any such jurisdiction having expired, lapsed or
been terminated, in each case in respect of the Offer, its implementation, or
the acquisition of any shares or other securities in, or control of, Castle by
any member of the Sulzer Group;
2.3. all Authorisations which are necessary in any jurisdiction for or in
respect of the Offer, its implementation, or control of, Castle by any member of
the Sulzer Group, being obtained in terms and in a form satisfactory to Sulzer
(acting reasonably) from appropriate Relevant Authorities or from any persons or
bodies with whom any member of the Sulzer Group or the Castle Group has entered
into contractual arrangements and such Authorisations, together with all
Authorisations necessary for any member of the Castle Group to carry on its
business (where the absence of such Authorisation would have a material and
adverse effect on the Castle Group taken as a whole), remaining in full force
and effect and there being no notice or other intimation of any intention to
revoke, suspend, restrict or modify or not to renew any of the same;
2.4. save as Disclosed, there being no provision of any arrangement, agreement,
lease, licence, permit or other instrument to which any member of the Castle
Group is a party, or by or to which any such member or any of its assets is or
may be bound, entitled or subject or any other circumstance, which, in each
case, as a consequence of the making or implementation of the Offer or because
of a change in the control or management of, any member of the Castle Group or
otherwise, would or might reasonably be expected to result in, in any case to an
extent which is material in the context of the Offer or, in the context of the
Castle Group taken as a whole:
2.4.1. any monies borrowed by, or any other indebtedness, actual or contingent,
of, or any grant paid to, any member of the Wider Castle Group being or becoming
repayable, or capable of being declared repayable immediately or prior to their
or its stated repayment date, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or becoming capable of
being withdrawn or inhibited;
2.4.2. the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Castle Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming enforceable;
2.4.3. any such arrangement, agreement, lease, licence, permit or other
instrument being, or becoming capable of being, terminated or adversely modified
or affected or any onerous obligation or liability arising or any adverse action
being taken thereunder;
2.4.4. any material asset or interest owned or used by any member of the Castle
Group, being or falling to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available to
any member of the Castle Group;
2.4.5. the rights, liabilities, obligations or interests of any member of the
Castle Group in, or the business of any such member with, any person, firm or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or adversely affected;
2.4.6. any such member of the Castle Group ceasing to be able to carry on
business under any name under which it presently does so;
2.4.7. the value, financial or trading position, profits or prospects of any
member of the Castle Group being prejudiced or adversely affected;
2.4.8. the creation of any liability of any member of the Castle Group to make
severance, termination, bonus or other payment to any of its directors or
officers;
2.4.9. the creation of any liability (actual or contingent) of any member of the
Castle Group other than in the ordinary course of business, or
2.4.10. the ability of any member of the Castle Group to carry on any business
or activity being adversely affected in any material respect;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Castle Group is a party or by or to which any such member or any of its assets
may be bound or subject, could reasonably be expected to result in any of the
events or circumstances which are referred to in Conditions 2.4.1 to 2.4.10;
2.5. save as Disclosed, no member of the Castle Group having:
2.5.1. issued or agreed to issue, or authorised or proposed or announced its
intention to authorise or propose the issue of, additional shares of any class,
or securities convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
(save as between Castle and wholly-owned subsidiaries of Castle);
2.5.2. recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than dividends (or other distributions whether payable
in cash or otherwise) lawfully paid or made to Castle or to a wholly-owned
subsidiary of Castle;
2.5.3. other than pursuant to the implementation of the Offer (and save for
transactions between Castle and its wholly-owned subsidiaries) implemented,
effected, authorised, proposed or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction, amalgamation or
scheme;
2.5.4. sold or agreed to sell or transfer any Castle Shares held by Castle in
treasury pursuant to Chapter 6 of Part 18 of the Companies Act 2006;
2.5.5. (save for transactions between Castle and its wholly-owned subsidiaries
and save for transactions in the ordinary and usual course of business) acquired
or disposed of, or transferred, mortgaged or charged, or created any other
security interest over, any asset or any right, title or interest in any asset
that is material in the context of the Castle Group taken as a whole or
authorised, proposed or announced any intention to do so;
2.5.6. issued, authorised or proposed or announced an intention to authorise or
propose, the issue of any debentures or (save for transactions between Castle
and its wholly-owned subsidiaries or transactions under existing credit
arrangements or in the ordinary and usual course of business) made or authorised
any material change in its loan capital or incurred or increased any material
indebtedness or material contingent liability;
2.5.7. entered into, varied or terminated, or authorised, proposed or announced
its intention to enter into, terminate or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital expenditure
or otherwise) which is of a long-term, unusual or onerous nature or magnitude or
which involves or could involve an obligation of such a nature or magnitude,
which is, in any such case, material in the context of the Castle Group as a
whole or is other than in the ordinary course of business or which is or is
likely to be restrictive on the business of any member of the Castle Group;
2.5.8. entered into or varied to a material extent or authorised, proposed or
announced its intention to enter into or vary to a material extent the terms of,
or make any offer (which remains open for acceptance), to enter into or vary to
a material extent the terms of, any service agreement with any director or
senior executive of any member of the Castle Group;
2.5.9. proposed, agreed to provide or modified to a material extent the terms of
any share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by the Castle
Group save as agreed by Sulzer UK in writing;
2.5.10. purchased, redeemed or repaid or announced a proposal to purchase,
redeem or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to or proposed the reduction or other change to
any part of its share capital;
2.5.11. waived, compromised or settled any claim which is material in the
context of the Castle Group as a whole;
2.5.12. terminated or varied the terms of any agreement or arrangement between
any member of the Castle Group and any other person in a manner which would or
might reasonably be expected to have a material adverse effect on the financial
position of the Castle Group taken as a whole;
2.5.13. made or agreed or consented to any alteration to its articles of
association or other incorporation documents;
2.5.14. save to the extent agreed by Sulzer UK in writing, made or agreed or
consented to any material favourable change to the benefits which accrue to, or
to the pension contributions which are payable for the benefit of, its directors
and/or employees and/or their dependants, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined;
2.5.15. save for the pension contributions referred to in Condition 2.5.14,
incurred any material liability (funding or otherwise) under any pension scheme;
2.5.16. been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business;
2.5.17. (other than in respect of a company which is dormant and was solvent at
the relevant time) taken or proposed any corporate action or had any action or
proceedings or other steps instituted against it for its winding-up (voluntary
or otherwise), dissolution or reorganisation (or any analogous proceedings in
any jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any substantial part of its
assets or revenues; or
2.5.18. entered into any contract, agreement, arrangement or commitment or made
any offer (which remains open for acceptance) passed any resolution or made any
proposal or announcement with respect to, or to effect, any of the transactions,
matters or events referred to in this Condition 2.5;
2.6. since 31 December 2009, save as Disclosed, there having been:
2.6.1. no adverse change or deterioration in the business, assets, financial or
trading position or profits or prospects of any member of the Castle Group which
is material in the context of the Castle Group taken as a whole or in the
context of the Offer;
2.6.2. no litigation, arbitration proceedings, prosecution or other legal
proceedings threatened, announced or instituted by or against or remaining
outstanding against or in respect of any member of the Castle Group or to which
any member of the Castle Group is or is reasonably likely to become a party
(whether as claimant or defendant or otherwise) and which would or might
reasonably be expected to have a material adverse effect on the Castle Group
taken as a whole or in the context of the Offer;
2.6.3. no enquiry or investigation by or complaint or reference to any Relevant
Authority or other investigative body threatened, announced, implemented or
instituted or remaining outstanding by, against or in respect of any member of
the Castle Group which would or might reasonably be expected to have a material
adverse effect on the Castle Group taken as a whole or in the context of the
Offer;
2.6.4. no contingent or other liability having arisen or become apparent or
increased which would or might reasonably be expected to adversely affect any
member of the Castle Group to an extent which is material in the context of the
Castle Group taken as a whole or in the context of the Offer;
2.6.5. no breach by any member of the Castle Group of any laws and regulations
applicable to the carrying on of its business in any material respect which in
any case is material in the context of the Castle Group taken as a whole;
2.6.6. no steps taken which are likely to result in the withdrawal (without
replacement), cancellation or termination of any licence, permit, authorisation
or consent held by any member of the Castle Group which is material in the
context of the Castle Group taken as a whole; and
2.7. save as Disclosed, Sulzer UK not having discovered:
2.7.1. that the financial, business or other information concerning the Castle
Group publicly announced or publicly disclosed at any time by or on behalf of
any member of the Castle Group, contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not misleading
and which was not subsequently corrected by 1 June 2010 by disclosure either
publicly or otherwise to Sulzer UK, which is, in any case, material and adverse
in the context of the Castle Group or in the context of the Offer;
2.7.2. any information which affects the import of any information disclosed
publicly or to Sulzer UK in writing at any time by or on behalf of any member of
the Castle Group to an extent which is material in the context of the Castle
Group taken as a whole or in the context of the Offer;
2.7.3. that any member of the Castle Group is, otherwise than in the ordinary
course of business, subject to any liability, contingent or otherwise, which is
material in the context of the Castle Group taken as a whole;
2.7.4. that any past or present member of the Castle Group has failed to comply
in any material respect with any and/or all applicable legislation or
regulations of any jurisdiction with regard to the use, handling, storage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous or harmful substance or any substance likely to impair the environment
or harm human or animal health or otherwise relating to environmental matters or
that there has been any such use, handling, storage, presence, disposal,
discharge, spillage, release, leak or emission (whether or not the same
constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which
non-compliance would be likely to give rise to any material liability (whether
actual or contingent) or material cost on the part of any member of the Castle
Group;
2.7.5. there is, or is reasonably likely to be, any material obligation or
liability (whether actual or contingent) of any member of the Castle Group to
make good, repair, reinstate or clean up any property or any controlled waters
now or previously owned, occupied, operated or made use of or controlled by any
member of the Castle Group under any environmental legislation, regulation,
notice, circular or order of any government, governmental, quasi-governmental,
state or local government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any jurisdiction;
2.7.6. that any member of the Castle Group has been or is party to any kind of
arrangement, agreement, concerted practice or course of conduct which in whole
or part and in any material respect infringes any competition law or anti-trust
law of any country in which it has assets or carries on business;
2.7.7. that circumstances exist whereby any member of the Castle Group will be
liable for a claim in respect of any product or process of manufacture or
materials used therein now or previously manufactured, sold or carried out by
any past or present member of the Castle Group which liability is in any case
material in the context of the Castle Group taken as a whole; or
2.7.8. that an asset of any member of the Castle Group constitutes criminal
property as defined by section 340(3) Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition).
Part B: Waiver of Conditions and further terms of the Offer
3. The Conditions are inserted for the benefit of the Offeror and no Castle
Shareholder shall be entitled to waive any of the Conditions without the prior
consent of the Offeror.
4. Save as provided in paragraph 10 of Part C of this Appendix I, the Offeror
reserves the right in its sole discretion to waive, in whole or in part, all or
any of the Conditions except Condition 1. Save as provided in paragraph 10 of
Part C of this Appendix I, the Offeror shall be under no obligation to waive (if
capable of waiver), or to treat as fulfilled any of Conditions 2.1 to 2.7 by a
date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be capable of
fulfilment.
5. The Offer will lapse unless all of the Conditions relating to the Offer
have been fulfilled or (if capable of waiver) waived by, or, where appropriate,
have been determined by the Offeror to be and remain satisfied by, midnight on
the twenty first day after the later of:
5.1. the first closing date; or
5.2. the date on which the Offer becomes unconditional as to acceptances
or such later date as the Offeror may, with the consent of the Panel, decide.
The Offeror shall be under no obligation to waive or treat as satisfied any
Condition by a date earlier than the latest date specified above for its
satisfaction even though the other Conditions of the Offer may, at such earlier
date, have been waived or fulfilled and there are, at such earlier date, no
circumstances indicating that any such Conditions may not be capable of
fulfilment.
6. Save with the consent of the Panel or as provided in paragraph 10 of Part C
of this Appendix I, the Offer will lapse and will not proceed if, before 1.00
p.m. (London time) on the first closing date or the time and date on which the
Offer becomes or is declared unconditional as to acceptances (whichever is the
later) (i) the Offer, or any matter arising from it, is referred to the
Competition Commission; or (ii) following a request to the European Commission
under Article 22(3) of Council Regulation 139/2004/EC (the "Regulation") in
relation to the Offer or any part of it, which request is accepted by the
European Commission, the European Commission initiates proceedings under Article
6(1)(c) of the Regulation. The Offer will also lapse and will not proceed if any
such referral to the Competition Commission is made or the European Commission
initiates any such proceedings before the Offer is declared unconditional in all
respects as required under paragraph 10 below. If the Offer so lapses, the Offer
will cease to be capable of further acceptance and the Offeror and Castle
Shareholders who have accepted the Offer will cease to be bound by any prior
acceptance.
Part C: Certain further terms of the Offer
7. Insofar as a dividend and/or a distribution and/or a return of capital is
proposed, declared, made, paid or becomes payable by Castle in respect of a
Castle Share on or after the date of this announcement and prior to the Offer
becoming or being declared unconditional in all respects or lapsing or being
withdrawn, the Offeror reserves the right to reduce the price payable under the
Offer in respect of any Castle Share by the amount of the dividend and/or
distribution and/or return of capital except insofar as the Castle Share is or
will be transferred pursuant to the Offer on a basis which entitles the Offeror
alone to receive the dividend and/or distribution and/or return of capital and
to retain it. To the extent that a reduction in the price payable pursuant to
the Offer in respect of any Castle Share is to apply in respect of a dividend
and/or distribution and/or return of capital but that reduction in price has not
been effected, the person to whom the Offer Price is paid in respect of that
Castle Share will be obliged to account to the Offeror for the amount of such
dividend or distribution or return of capital.
8. If the Panel requires Sulzer or the Offeror to make an offer or offers for
any Castle Shares under the provisions of Rule 9 of the City Code, Sulzer or the
Offeror may make such alterations to the Conditions of the Offer, including to
Condition 1, as are necessary to comply with the provisions of that Rule.
9. The Offer will be on the terms and will be subject to, inter alia, the
Conditions which are set out in the Part A of this Appendix I and those terms
which will be set out in the Offer Document and related Forms of Acceptance and
such further terms as may be required to comply with the provisions of the City
Code.
10. Upon the Offeror receiving valid acceptances of the Offer in respect of 90
per cent. or more of the Castle Shares to which the Offer relates, the Offeror
will waive all other Conditions to the Offer and will waive the term of the
Offer set out in paragraph 6 above and will declare the Offer unconditional in
all respects (and not only unconditional as to acceptances).
11. The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
12. The Offer will be governed by English law and will be subject to the
jurisdiction of the English courts and the Conditions set out above.
13. Each of the Conditions in Part A of this Appendix I shall be regarded as a
separate Condition and shall not be limited by reference to any other Condition.
APPENDIX II
BASES AND SOURCES OF INFORMATION
The following bases and sources of information have been used in this
announcement, unless otherwise stated or the context otherwise requires:
1. Unless otherwise stated, financial information relating to Castle and the
Castle Group has been extracted or derived (without material adjustment) from
Castle's Annual Report and accounts for the year ended 30 June 2009 and Castle's
Interim Financial Statements for the six months ended 31 December 2009.
2. Unless otherwise stated, financial information relating to Sulzer and the
Sulzer Group has been extracted or derived (without material adjustment) from
Sulzer's annual report and accounts for the year ended 31 December 2009.
3. The value placed by the Offer on the entire existing issued ordinary share
capital, and other statements (including the size of shareholdings) made by
reference to the existing issued ordinary share capital, of Castle are based on,
as applicable, the Offer Price of 108 pence per Castle Share and 118,083,186
Castle Shares being in issue and held outside of treasury.
4. Unless otherwise stated, all prices quoted for Castle Shares have been
derived from the Daily Official List of the London Stock Exchange and represent
the Closing Price for the relevant date.
5. The market capitalisation of Sulzer is based on the closing price of
CHF94.5 per Sulzer share on 1 June 2010 (being the last Business Day prior to
the date of this announcement) and 34,262,370 Sulzer common shares being in
issue (as sourced from Sulzer's annual report for the year ended 31 December
2009).
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following persons, all of whom are directors of Castle, have given
Irrevocable Undertakings to the Offeror as described in paragraph 3 of this
announcement in respect of the number of Castle Shares set out below (and any
further shares acquired by them prior to the Offer closing, lapsing or being
withdrawn):
Director
Number of Castle Shares
Timothy Barrett
3,442,128
Colin Keith
1,996,435
David Banks
80,317
These Irrevocable Undertakings shall terminate and be of no further force and
effect if:
a) the Offer Document is not posted by 7 June 2010; or
b) the Offer lapses or is withdrawn.
These Irrevocable Undertakings will continue to be binding on such persons even
in the event that a third party makes a higher competing offer.
In addition, the following Castle Shareholders have given Irrevocable
Undertakings to the Offeror in respect of the number of Castle Shares set out
below:
Name
Number of Castle Shares
North Atlantic Smaller Companies Investment Trust plc 31,000,000
North Atlantic Value LLP (as investment manager/adviser
to other fund management clients)*
30,859,582
Peter Klimt and family
21,745,190
The Naggar family
18,302,772
Acacia Pension Scheme
1,600,000
Sarah Dearden
2,074,752
* Includes 11,969,446 Castle Shares held on behalf of Tudor Davies, 75,000
Castle Shares held on behalf of Colin Keith and 789,464 Castle Shares held on
behalf of Christopher Mills and his immediate family.
These Irrevocable Undertakings shall terminate and be of no further force and
effect if:
a) the Offer Document is not posted by 7 June 2010; or
b) the Offer lapses or is withdrawn.
These Irrevocable Undertakings will also continue to be binding on such persons
even in the event that a third party makes a higher competing offer.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement, unless otherwise
stated or the context otherwise requires:
+-------------------+-----------------------------------------+
| "AIM" | AIM, a market operated by the London |
| | Stock Exchange; |
+-------------------+-----------------------------------------+
| "AIM Rules" | the AIM Rules for Companies as |
| | published by the London Stock Exchange |
| | (as amended) |
+-------------------+-----------------------------------------+
| "Annual Report" | the audited consolidated financial |
| | statements of Castle for the year ended |
| | 30 June 2009; |
+-------------------+-----------------------------------------+
| "Authorisations" | authorisations, orders, directions, |
| | rules, grants, determinations, |
| | certificates, recognitions, |
| | confirmations, consents, licences, |
| | clearances, permissions and approvals; |
+-------------------+-----------------------------------------+
| "Board" | board of directors; |
+-------------------+-----------------------------------------+
| "Business Day" | a day (excluding Saturdays, Sundays and |
| | UK public holidays) on which banks are |
| | generally open for business in the City |
| | of London; |
+-------------------+-----------------------------------------+
| "Castle" | Castle Support Services plc; |
+-------------------+-----------------------------------------+
| "Castle | the directors of Castle at the date of |
| Directors" | this announcement; |
+-------------------+-----------------------------------------+
| "Castle Group" | Castle, its subsidiaries and subsidiary |
| | undertakings; |
+-------------------+-----------------------------------------+
| "Castle | holders of Castle Shares; |
| Shareholders" | |
+-------------------+-----------------------------------------+
| "Castle Shares" | ordinary shares of 20 pence each in the |
| | capital of Castle; |
+-------------------+-----------------------------------------+
| "CHF" | Swiss francs, the lawful currency of |
| | Switzerland; |
+-------------------+-----------------------------------------+
| "Closing Price" | the closing middle market quotation of |
| | one Castle Share as derived from the |
| | Daily Official List; |
+-------------------+-----------------------------------------+
| "Code" or "City | the City Code on Takeovers and Mergers |
| Code" | (as amended); |
+-------------------+-----------------------------------------+
| "Companies Act | the Companies Act 2006 (as amended); |
| 2006" | |
+-------------------+-----------------------------------------+
| "Conditions" | the conditions of the Offer as set out |
| | in Appendix I to this announcement and |
| | to be set out in the Offer Document; |
+-------------------+-----------------------------------------+
| "Daily Official | the Daily Official List of the London |
| List" | Stock Exchange; |
+-------------------+-----------------------------------------+
| "Disclosed" | (i) disclosed in the Annual Report; |
| | (ii) disclosed in the Interim Financial |
| | Statements; (iii) publicly announced by |
| | or on behalf of Castle through a |
| | Regulatory Information Service prior to |
| | the date of this announcement; or (iv) |
| | otherwise fairly disclosed in any |
| | documents in any dataroom accessed by |
| | Sulzer or its advisers or delivered to |
| | any officer or employee of Sulzer or |
| | any of Sulzer's professional advisers |
| | engaged in connection with the Offer |
| | prior to the date of this announcement; |
+-------------------+-----------------------------------------+
| "DMTSL" | DM Technical Services Limited; |
+-------------------+-----------------------------------------+
| "Dowding & Mills | Dowding and Mills Public Limited |
| Group" | Company (a wholly owned operating |
| | subsidiary of DMTSL) and any subsidiary |
| | of Dowding and Mills Public Limited |
| | Company; |
+-------------------+-----------------------------------------+
| "EC Merger | Council Regulation (EC) 139/2004 (as |
| Regulation" or | amended); |
| "ECMR" | |
+-------------------+-----------------------------------------+
| "Financial | the Financial Services Authority in its |
| Services | capacity as the competent authority for |
| Authority" or | the purpose of Part IV of the Financial |
| "FSA" | Services and Markets Act 2000 (as |
| | amended); |
+-------------------+-----------------------------------------+
| "Form of | the form of acceptance, and authority, |
| Acceptance" | relating to the Offer which (where |
| | appropriate) will accompany the Offer |
| | Document; |
+-------------------+-----------------------------------------+
| "Interim | the unaudited consolidated financial |
| Financial | statements of Castle for the six months |
| Statements" | ended 31 December 2009; |
+-------------------+-----------------------------------------+
| "Irrevocable | the irrevocable undertakings of the |
| Undertakings" | Castle Directors who hold Castle Shares |
| | and certain significant Castle |
| | Shareholders to accept the Offer as set |
| | out in Appendix III of this |
| | announcement; |
+-------------------+-----------------------------------------+
| "London Stock | London Stock Exchange plc; |
| Exchange" | |
+-------------------+-----------------------------------------+
| "Offer" | the recommended cash offer to be made |
| | by the Offeror at the Offer Price for |
| | the entire issued and to be issued |
| | ordinary share capital of Castle and, |
| | where the context requires, any |
| | revision, extension, variation or |
| | renewal thereof; |
+-------------------+-----------------------------------------+
| "Offer Document" | the document to be posted to Castle |
| | Shareholders and others within 28 days |
| | of the date of this announcement |
| | containing, amongst other things, the |
| | full terms and conditions of the Offer |
| | and certain information about Castle, |
| | the Castle Group, the Offeror and the |
| | Sulzer Group; |
+-------------------+-----------------------------------------+
| "Offer | the Offer Document and (where |
| Documentation" | appropriate) the accompanying Form of |
| | Acceptance to be posted to Castle |
| | Shareholders and others following the |
| | date of this announcement; |
+-------------------+-----------------------------------------+
| "Offer Price" | 108 pence in cash per Castle Share; |
+-------------------+-----------------------------------------+
| "Offeror" or | Sulzer (UK) Holdings Limited, a |
| "Sulzer UK" | wholly-owned subsidiary of Sulzer; |
+-------------------+-----------------------------------------+
| "Overseas | Castle Shareholders (or nominees of, or |
| Shareholders" | custodians or trustees for, Castle |
| | Shareholders) not resident in or |
| | citizens of the United Kingdom; |
+-------------------+-----------------------------------------+
| "Panel" or | the Panel on Takeovers and Mergers; |
| "Takeover Panel" | |
+-------------------+-----------------------------------------+
| "pence" or "p" | pence sterling, the lawful currency of |
| | the United Kingdom; |
+-------------------+-----------------------------------------+
| "pounds" or "GBP" | pounds sterling, the lawful currency of |
| | the United Kingdom; |
+-------------------+-----------------------------------------+
| "Registrar of | means the Registrar of Companies in |
| Companies" | England and Wales; |
+-------------------+-----------------------------------------+
| "Regulatory | any information service authorised from |
| Information | time to time by the Financial Services |
| Service" | Authority for the purpose of |
| | disseminating regulatory announcements; |
+-------------------+-----------------------------------------+
| "Relevant | any central bank, government or |
| Authority" | governmental, quasi governmental, state |
| | or local governmental, supranational, |
| | statutory, environmental, |
| | administrative, investigative or |
| | regulatory body, agency or court or any |
| | other person or body in any |
| | jurisdiction; |
+-------------------+-----------------------------------------+
| "Relevant | Ton Büchner, Peter Meier, Alfred |
| Officers" | Gerber, Peter Alexander and Jürgen |
| | Dormann; |
+-------------------+-----------------------------------------+
| "Restricted | any jurisdiction where local laws or |
| Jurisdiction" | regulations may result in a significant |
| | risk of civil, regulatory or criminal |
| | exposure if information concerning the |
| | Offer is sent or made available to |
| | Castle Shareholders in that |
| | jurisdiction, including, without |
| | limitation, the United States, Canada, |
| | Japan and Australia; |
+-------------------+-----------------------------------------+
| "Rothschild" | N M Rothschild & Sons Limited, the |
| | financial adviser to Sulzer and the |
| | Offeror; |
+-------------------+-----------------------------------------+
| "SIX Swiss | the exchange operated by SIX Group |
| Exchange" | Limited; |
+-------------------+-----------------------------------------+
| "Strand Hanson" | Strand Hanson Limited, the financial |
| | adviser to Castle; |
+-------------------+-----------------------------------------+
| "subsidiary"; | the expressions have the respective |
| "subsidiary | meanings given thereto by the Companies |
| undertaking"; | Act 2006; |
| "undertaking" and | |
| "associated | |
| undertaking" | |
+-------------------+-----------------------------------------+
| "substantial | a direct or indirect interest in 20 per |
| interest" | cent. or more of the equity capital of |
| | an undertaking; |
+-------------------+-----------------------------------------+
| "Sulzer" | Sulzer Ltd, a Swiss corporation listed |
| | on the SIX Swiss Exchange; |
+-------------------+-----------------------------------------+
| "Sulzer Group" | Sulzer, its subsidiaries and subsidiary |
| | undertakings; |
+-------------------+-----------------------------------------+
| "Sulzer Turbo | the Sulzer Turbo Services division of |
| Services" | the Sulzer Group; |
+-------------------+-----------------------------------------+
| "United Kingdom" | the United Kingdom of Great Britain and |
| or "UK" | Northern Ireland; |
+-------------------+-----------------------------------------+
| "Wider Castle | the Castle Group, associated |
| Group" | undertakings of Castle from time to |
| | time and any other body corporate, |
| | partnership, joint venture or person in |
| | which Castle and such undertakings |
| | (aggregating their interests) have a |
| | direct or indirect interest in 20 per |
| | cent. or more of the voting or equity |
| | capital (or the equivalent); and |
+-------------------+-----------------------------------------+
| "Wider Sulzer | the Sulzer Group, associated |
| Group" | undertakings of Sulzer from time to |
| | time and any other body corporate, |
| | partnership, joint venture or person in |
| | which Sulzer and such undertakings |
| | (aggregating their interests) have a |
| | direct or indirect interest in 20 per |
| | cent. or more of the voting or equity |
| | capital (or the equivalent). |
+-------------------+-----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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