GENERAL ELECTRIC AUSTRIA GMBH: Recommended Cash Offer by General Electric Austria GmbH (a Wholly-Owned Subsidiary of General Electric Company) for the Entire Issued and to Be Issued Share Capital of Wellstream Holdings PLC
On 13 December 2010, General Electric Company ("GE") announced the terms of a recommended cash offer (the "Offer") by its wholly-owned subsidiary, General Electric Austria GmbH (“GE Austria”), to acquire the entire issued and to be issued share capital of Wellstream Holdings PLC ("Wellstream"). The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by GE Austria on 20 December 2010 (the “Offer Document”).
Level of acceptances
As at 1:00 p.m. (London time) on 20 January 2011 (being the first closing date of the Offer), GE Austria had received valid acceptances from Wellstream Shareholders in respect of 59,672,523 Wellstream Shares representing approximately 59.29 per cent. of the existing issued share capital of Wellstream.
These acceptances include those received in respect of 2,772,375 Wellstream Shares (representing approximately 2.75 per cent. of the existing issued share capital of Wellstream) which were subject to irrevocable commitments procured by GE Austria from certain Wellstream Directors that held Wellstream Shares. All of the Wellstream Directors that held Wellstream Shares have accepted the Offer, aside from one Wellstream Director that holds 18,500 Wellstream Shares, whose Wellstream Shares are yet to be counted as accepted due to a delay in the processing of his acceptance.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended to, and will remain open for acceptance until, the next closing date which will be 1:00 p.m. (London time) on 3 February 2011.
Any further extensions of the Offer will be publicly announced by 8:00 a.m. (London time) on the business day following the day on which the Offer is otherwise due to expire, or such later time or date as the Panel may agree.
Procedure for acceptance of the Offer
To accept the Offer in respect of Wellstream Shares held in certificated form, Wellstream Shareholders must complete, sign and return the Form of Acceptance, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document, as soon as possible and, in any event, so as to be received by Equiniti Registrars by no later than 1.00 p.m. (London time) on 3 February 2011.
To accept the Offer in respect of Wellstream Shares held in uncertificated form (that is, in CREST), Wellstream Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 3 February 2011. If Wellstream Shareholders hold their Wellstream Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.
Interests in relevant securities
Save for the irrevocable undertakings described in the Offer Document and the interests set out below, as at the close of business on 19 January 2011, being the latest practicable date prior to the date of this announcement, neither GE Austria, nor any of the directors of GE Austria, nor (so far as GE Austria is aware) any person acting in concert with GE Austria (within the meaning of the City Code) (i) has any interest in, or right to subscribe for, any Wellstream Shares or securities convertible or exchangeable into Wellstream Shares (“Wellstream Securities”), (ii) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, or arrangement in relation to Wellstream Securities, or (iii) has borrowed or lent any Wellstream Securities (save for any borrowed shares which have been on-lent or sold). For these purposes, “arrangement” includes any indemnity or option arrangement or any agreement or understanding, formal or informal, of whatever nature, relating to Wellstream Securities which may be an inducement to deal or refrain from dealing in such securities.
As at close of business on 19 January 2011, being the latest practicable date prior to the date of this announcement, the following interest was disclosable by Goldman, Sachs & Co:
- Securities borrowed: 9,073 Wellstream Shares (0.009% of the existing issued share capital of Wellstream)
- Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement): 2,240 Wellstream Shares (0.002% of the existing issued share capital of Wellstream)
Publication on website
In accordance with Rule 19.11 of the Code, a copy of this announcement will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on GE's website at www.gereports.com/takeover-offer and Wellstream's website at www.wellstream.com/microsite by no later than 12 noon on 24 January 2011. Copies of the Offer Document and Form of Acceptance are also available for inspection on these websites.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.
Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction
This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for 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. The Offer is being made solely by means of the Offer Document and, in the case of certificated shares only, the Form of Acceptance. Please carefully read the Offer Document in its entirety before making a decision with respect to the Offer.
The availability of the Offer to Wellstream 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 or the United States should inform themselves of, and observe, any applicable requirements.
Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is acting exclusively for GE and GE Austria and no-one else in connection with the Offer and will not be responsible to anyone other than GE and GE Austria for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Offer or any other matters referred to in this announcement.
Notice to US Holders of Wellstream Shares
The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The Offer is being made in the United States pursuant to applicable US tender offer rules and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to offer timetable, settlement procedures and timing of payments and withdrawal rights, that are different from those applicable to tender offers made solely in accordance with US procedures and law.
In accordance with normal UK practice and Rule 14e-5(b) of the US Exchange Act, GE, GE Austria and/or their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Wellstream Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International will continue to act as an exempt principal trader in Wellstream Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as required in the UK. The required information will be reported to a Regulatory Information Service of the UK Listing Authority, will be available on the London Stock Exchange website (www.londonstockexchange.com) and will be publicly disclosed in the United States.
Notice to Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into and will not be capable of acceptance by any Restricted Overseas Persons. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent to or from a Restricted Overseas Person. Persons receiving this announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and should not send or distribute documents to or from Restricted Overseas Persons as doing so may invalidate any purported acceptance of the Offer.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. 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 each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. 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 each of (i) the offeree company and (ii) any paper offeror, 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 pm (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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror 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 and when any offeror was first identified. 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.
Source(s) : General Electric Company
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