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

26 July 2010

RECOMMENDED CASH OFFER 

 

BY 

TELEDYNE TECHNOLOGIES INCORPORATED

 

FOR

INTELEK PLC

 

OFFER DECLARED WHOLLY UNCONDITIONAL AND DELISTING

 

Introduction

On 16 June 2010, the Boards of Teledyne Technologies Incorporated (“Teledyne” or the “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”).

 

Teledyne announces that all of the conditions to its Offer have now been satisfied or waived and accordingly the Offer is declared wholly unconditional.

 

Level of Acceptances

As at 1.00 p.m. (London time) on 23 July 2010, the Offeror had received valid acceptances from Ordinary Shareholders in respect of 67,474,316 Ordinary Shares, representing approximately 77.22 per cent. of the existing issued ordinary share capital of Intelek.

 

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 in the announcement on 8 July 2010, 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 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, 81,575,701 Ordinary Shares, representing approximately 93.36 per cent. of the existing issued share capital of Intelek.

 

Offer Wholly Unconditional

Teledyne announced on 8 July 2010 that the Offer was declared unconditional as to acceptances. All of the other conditions of the Offer have now been satisfied or waived and, accordingly, the Offer is declared wholly unconditional.

 

Cancellation of Trading, Re-Registration and Compulsory Acquisition

As set out in paragraph 12 of Part II (page 14) of the Offer Document, Teledyne has requested that Intelek sends notification (as defined in the AIM Rules) today 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.

 

Teledyne intends in due course 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.

 

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.

 

Further 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.

 

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.

 

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 6UNand on Teledyne’s website at www.teledyne.comand 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

 

Altium (Financial Adviser to Intelek)                            Tel: 0845 505 4343

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.