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David Bramwell (Chairman)
Don Wilson
Remuneration Committee
Don Wilson (Chairman)
David Bramwell
Ian Brodie
Nomination Committee
Don Wilson (Chairman)
David Bramwell
Ian Brodie
08 Jul 2010 - Teledyne Update
FOR IMMEDIATE RELEASE
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
8 July 2010
RECOMMENDED CASH OFFER
BY
TELEDYNE TECHNOLOGIES INCORPORATED
FOR
INTELEK PLC
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES
Introduction
On 16 June 2010, the Boards of Teledyne Technologies Incorporated (“
Teledyne” or
“
Offeror”) and Intelek plc (“Intelek”) announced that they had reached agreement on the
terms of a recommended cash offer for the entire issued and to be issued share capital of Intelek, to be made by Teledyne. The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document posted to Ordinary Shareholders by Teledyne on 16 June 2010 (the “
Offer Document”).
Level of Acceptances
As at 1:00 p.m. (London time) on 7 July 2010 (being the first closing date of the Offer), the
Offeror had received valid acceptances from Ordinary Shareholders in respect of 65,021,622
Ordinary Shares, representing approximately 74.41 per cent. of the existing issued ordinary
share capital of Intelek, which may count towards the satisfaction of the acceptance condition
to the Offer (as set out in paragraph 1(A) of Part A of Appendix 1 to the Offer Document)
(the “
Acceptance Condition”).
These acceptances include acceptances of the Offer by: (a) all of the Intelek Directors pursuant to the irrevocable undertakings given by them as described in the Offer Document. As disclosed below, the total number of Ordinary Shares in respect of which the Intelek Directors are interested and have accepted the Offer is, in aggregate, 4,901,523 Ordinary Shares, representing approximately 5.61 per cent. of the existing issued ordinary share capital of Intelek; (b) Rights & Issues Investment Trust plc, pursuant to the irrevocable undertaking given by it as described in the Offer Document in respect of 12,500,000 Ordinary Shares, representing approximately 14.31 per cent. of the existing issued ordinary share capital of Intelek; and (c) Discretionary Unit Fund and its Trustee HSBC plc pursuant to the best endeavours undertaking given by it as described in the Offer Document in respect of 5,000,000 Ordinary Shares, representing approximately 5.72 per cent. of the existing issued ordinary share capital of Intelek. As disclosed in the subsequent announcement on 22 June 2010, Teledyne is also the beneficial owner of 14,101,385 Ordinary Shares representing approximately 16.14 per cent. of the existing issued share capital of Intelek. Accordingly, Teledyne is the beneficial owner of, or has received valid acceptances in respect of, in aggregate, 79,123,007 Ordinary Shares, representing approximately 90.55 per cent. of the existing issued share capital of Intelek.
Directors Irrevocable Undertakings
As disclosed in the Offer Document, John Restivo, a director of Intelek entered into an
irrevocable undertaking in favour of Teledyne to accept the Offer in respect of a total of
181,375 Ordinary Shares. Mr Restivo has since notified Intelek that he has calculated his total
interest incorrectly due to a discrepancy in a brokerage account and, in fact, is interested in a
total of only 176,375 Ordinary Shares. As such, Mr Restivo is unable to accept the Offer in
respect of the number of Ordinary Shares referred to in his irrevocable undertaking but has
accepted in respect of 176,375 Ordinary Shares representing approximately 0.20 per cent. of
the existing issued share capital of Intelek.
Offer unconditional as to acceptances
In accordance with the level of acceptances set out above, Teledyne announces that the Offer
is declared unconditional as to acceptances.
The Offer will remain open until further notice. Prior to Teledyne closing the Offer, at least
14 days’ notice will be given to those Ordinary Shareholders who have not accepted the Offer
by then.
Shareholders who have not yet accepted the Offer are encouraged to do so without delay.
Cancellation of Trading, Re-Registration and Compulsory Acquisition
As set out in paragraph 12 of Part II (page 14) of the Offer Document, following the Offer
being declared unconditional in all respects, Teledyne intends to procure that Intelek sends
notification (as defined in the AIM Rules) to the London Stock Exchange for the cancellation
of admission to, and trading of, Ordinary Shares 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 such notification. Cancellation of admission to trading on
AIM of the Ordinary Shares will significantly reduce the liquidity and marketability of any
Ordinary Shares in respect of which the Offer has not been accepted.
It is also Teledyne’s intention, after the cancellation of the AIM admission referred to above
becoming effective, to re-register Intelek as a private company under the relevant provisions
of the Companies Act 2006.
In addition, Teledyne intends, following the Offer becoming unconditional in all respects, to
acquire compulsorily any outstanding Ordinary Shares to which the Offer relates in
accordance with the relevant provisions of the Companies Act 2006 and on the same terms as
the Offer.
Further Acceptances
Ordinary Shareholders holding Ordinary Shares in certificated form (that is, not in CREST)
who have not yet accepted the Offer but wish to do so are urged to complete, sign and return
the Form of Acceptance (together with your share certificate(s) and any other documents of
title) as soon as possible to
Corporate Actions, Equiniti Limited at Aspect House, Spencer
Road, Lancing West Sussex BN99 6DA. Additional Forms of Acceptance are available from Equiniti by telephoning 0871 384 2891 from within the UK or on + 44 121 415 0090 if calling from outside the UK.
Ordinary Shareholders holding Ordinary Shares in uncertificated form (that is, in CREST),
who have not yet accepted the Offer but wish to do so are urged to follow the procedure for
Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible.
If you are a CREST sponsored member, you should refer to your CREST sponsor before
taking any action as only your CREST sponsor will be able to send the necessary TTE
instructions to Euroclear in relation to your Ordinary Shares.
Shareholders who have not accepted the Offer are urged to do so without delay.
Interests in Relevant Securities
Save as disclosed in this announcement, neither the Offeror nor, so far as the Offeror is aware,
any person acting in concert (within the meaning of the City Code) with the Offeror, (a) is
interested in, or has any rights to subscribe for, any relevant securities of Intelek, (b) has any
short position (whether conditional or absolute and whether in the money or otherwise) in
respect of relevant securities of Intelek, including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person to purchase or
take delivery, or (c) has borrowed or lent any relevant securities of Intelek (save for any
borrowed shares which have been either on-lent or sold).
Copies of the Offer Document and the Form of Acceptance are available for inspection during
normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at
the offices of McGuireWoods London LLP at Imperial House, 15-19 Kingsway, London,
WC2B 6UN and on Teledyne’s website at
www.teledyne.com and Intelek’s website at
www.intelek.plc.uk
, while the Offer remains open for acceptance.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as defined herein), for inspection on the following websites: www.teledyne.com www.intelek.plc.uk Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.
Enquiries:
Teledyne
Tel: +1 (805) 373 4545
Jason VanWees, Vice President, Corporate Development & Investor Relations
Rothschild (Financial Adviser to Teledyne)
Tel: 0207 280 5000
Charles Montgomerie George Galanopoulos
Intelek
Tel: 01793 827 000
Ian Brodie, Chief Executive David Bramwell, Chairman
Altium (Financial Adviser to Intelek)
Tel: 0845 505 4343
Mike Fletcher Paul Lines
Together, the Offer Document and, in the case of Ordinary Shares held in certificated form,
the Form of Acceptance contain the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Please carefully read this announcement, the Offer Document
and, in the case of Ordinary Shares in certificated form, the Form of Acceptance in their
entirety before making a decision with respect to the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting for Teledyne as financial adviser 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 Teledyne for providing the protections afforded to the 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 Document. 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.
Altium, which is authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Intelek and no-one else in connection with the Offer and
will not be responsible to anyone other than Intelek for providing the protections afforded to
clients of Altium nor for providing advice in relation to the Offer or any other matters
referred to herein.
Notice to Overseas Shareholders
The availability of the Offer to Ordinary Shareholders who are not resident in and citizens of
the United Kingdom may be affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. Further details in relation to Overseas Shareholders will be contained in
the Offer Document.
The release, publication or distribution of this announcement and/or any documentation
relating to the Offer in jurisdictions other than in 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 applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the
companies involved in the Offer disclaim any responsibility or liability for the violation of
such requirements by any person.
Unless otherwise determined by the Offeror, the Offer is not being, and will not be, made,
directly or indirectly, in or into or by the use of the mails of, or by any other means (including,
without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other
forms of electronic communication) of interstate or foreign commerce of, or any facility of a
national securities exchange of any Restricted Jurisdiction and will not be capable of
acceptance by any such use, means or facility or from within any such Restricted Jurisdiction.
Accordingly, unless otherwise determined by the Offeror, copies of this announcement and
formal documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or form any
Restricted Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send any such
documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any
purported acceptance of the Offer. Any person (including, without limitation, custodians,
nominees and trustees) who would, or otherwise intends to, or who may have a contractual or
legal obligation to, forward this announcement and/or any documentation relating to the
Offer to any jurisdiction outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of any relevant jurisdiction.
Neither the United States Securities and Exchange Commission nor any United States state
securities commission has approved or disapproved the Offer or passed upon the
completeness of this announcement or the Offer Document. Any representation to the
contrary is a criminal offence.
This announcement has been prepared for the purposes of complying with English law and
the City Code 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 any
jurisdiction outside the United Kingdom.
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 Intelek 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 Intelek. 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 Intelek 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 Intelek must make a Dealing Disclosure if the person
deals in any relevant securities Intelek. 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 Intelek, 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 Intelek, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Intelek and Teledyne and Dealing
Disclosures must also be made by Intelek and Teledyne 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 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. The defined terms used in this paragraph
“Dealing Disclosure Requirements” are defined in the City Code which can be found on the
Takeover Panel’s website.
