TIDMHTY TIDMDLPH
RNS Number : 2590J
HellermannTyton Group PLC
16 December 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
16 December 2015
RECOMMENDED CASH ACQUISITION
of
HELLERMANNTYTON GROUP PLC
by
DELPHI AUTOMOTIVE PLC
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 30 July 2015 the boards of HellermannTyton Group PLC
("HellermannTyton") and Delphi Automotive PLC ("Delphi") announced
that they had reached agreement on the terms of a recommended offer
for the acquisition of the entire issued and to be issued ordinary
share capital of HellermannTyton by Delphi (the "Offer"). In
accordance with the terms of the Offer, the acquisition is proposed
to be implemented by means of a scheme of arrangement of
HellermannTyton under Part 26 of the Companies Act 2006 (the
"Scheme").
HellermannTyton is pleased to announce that the High Court of
Justice of England and Wales has, today, made an order sanctioning
the Scheme under section 899 of the Companies Act 2006.
It is expected that the trading of HellermannTyton Shares on the
London Stock Exchange's Main Market for listed securities and the
listing of HellermannTyton Shares on the premium listing segment of
the Official List of the UK Listing Authority will be suspended
with effect from 5.00 p.m. tomorrow (17 December 2015).
The cancellation of the listing of HellermannTyton Shares on the
Official List and admission to trading of HellermannTyton Shares on
the London Stock Exchange have been applied for and, subject to the
Scheme becoming effective upon the delivery of the Court Order to
the Registrar of Companies on 18 December 2015, will take place by
no later than 8.00 a.m. on 21 December 2015. Further announcements
will be made to confirm when the Scheme has become Effective and
when the admission to listing and to trading of HellermannTyton
Shares have each been cancelled.
Other
All references to time in this announcement are to London, UK
time.
Unless otherwise defined herein, capitalised terms and
expressions used in this announcement shall have the meanings given
to them in the scheme document dated 26 August 2015 circulated to
HellermannTyton shareholders in connection with the Offer (the
"Scheme Document"). Full details of the Offer are set out in the
Scheme Document.
Enquiries
HellermannTyton
Steve Salmon
Tim Jones +44 (0) 129 353 7272
Goldman Sachs International (Joint Financial Adviser and Corporate Broker to
HellermannTyton)
Dominic Lee
Phil Raper
Duncan Stewart +44 (0) 20 7774 1000
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to HellermannTyton)
Robert Constant
Dwayne Lysaght
Richard Perelman +44 (0) 20 7777 2000
Powerscourt (Media enquiries for HellermannTyton)
Rob Greening
Sophie Moate
Samantha Trillwood +44 (0) 20 7250 1446
******
Important disclaimers
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting for HellermannTyton and no one else in
connection with the Offer and will not be responsible to anyone
other than HellermannTyton for providing the protections afforded
to clients of Goldman Sachs International, or for giving advice in
connection with the Offer or any matter referred to herein.
J.P. Morgan Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Securities
plc is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. J.P. Morgan
Limited and J.P. Morgan Securities plc conduct their UK investment
banking business as J.P. Morgan Cazenove. J.P. Morgan Cazenove is
acting as financial adviser and joint corporate broker exclusively
for HellermannTyton and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than
HellermannTyton for providing the protections afforded to clients
of J.P. Morgan Cazenove, nor for providing advice in relation to
any matter referred to herein.
Overseas Shareholders
The release, publication or distribution of this document in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This document does not
constitute an offer or an invitation to purchase or subscribe for
any securities or a solicitation of an offer to buy any securities
pursuant to this document or otherwise in any jurisdiction in which
such offer or solicitation is unlawful. This document has been
prepared for the purposes of complying with the laws of England and
Wales, and the Code and the information disclosed may not be the
same as that which would have been disclosed if this document had
been prepared in accordance with the laws of any jurisdiction
outside England and Wales.
The Offer relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of the US proxy solicitation and tender offer rules or
the laws of other jurisdictions outside the United Kingdom.
Delphi reserves the right to elect, with the consent of the
Panel, to implement the Offer by way of a Takeover Offer. In such
event, the Takeover Offer will be implemented by Delphi and/or a
wholly-owned subsidiary undertaking of Delphi on substantially the
same terms, subject to appropriate amendments, as those which would
apply to the Offer. However, if Delphi were to elect to implement
the Offer by way of a Takeover Offer, such Takeover Offer will be
made in compliance with all applicable laws and regulations,
including the United States tender offer rules, to the extent
applicable. Such a takeover would be made in the United States by
Delphi and/or a wholly-owned subsidiary undertaking of Delphi and
no one else. In addition to any such Takeover Offer, Delphi,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in HellermannTyton outside such Takeover Offer during the
period in which such Takeover Offer would remain open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the United States and would
comply with applicable law, including the US Exchange Act.
Unless otherwise agreed by Delphi and HellermannTyton, or
required by the Code, and permitted by applicable law and
regulation, the Offer will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction, and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this document and
all documents relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this document and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction.
The availability of the Offer to HellermannTyton Shareholders
who are not resident in the United Kingdom or the United States may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements
Forward-looking Statements
(MORE TO FOLLOW) Dow Jones Newswires
December 16, 2015 05:43 ET (10:43 GMT)
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