RNS Number : 3285F
Trumpf Intl. Beteiligung-GmbH
08 October 2008
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
8 October 2008
Recommended cash offer
for
SPI Lasers plc ("SPI Lasers")
by
TRUMPF International Beteiligungs-GmbH ("TRUMPF International")
(a wholly owned subsidiary of TRUMPF GmbH + Co. KG ("TRUMPF"))
Introduction
On 9 September 2008, the boards of TRUMPF International and SPI Lasers 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 SPI Lasers (the "Offer"). The full terms and conditions of
the Offer were set out in an offer document issued by TRUMPF International, which was posted to SPI Lasers Shareholders on 16 September 2008
(the "Offer Document").
Offer declared wholly unconditional
TRUMPF International is pleased to announce that all the conditions of the Offer have now been satisfied or waived. Accordingly, the
Offer is now declared wholly unconditional.
The Offer will remain open for acceptance until further notice and at least 14 days' notice will be given by announcement before the
Offer is closed.
Level of Acceptances
The existing issued share capital of SPI Lasers as at 7 October 2008 was 65,996,057 SPI Lasers Shares. Prior to posting the Offer
Document on 16 September, TRUMPF International had purchased 6,999,752 SPI Lasers Shares. The Offer therefore relates to 58,996,305 SPI
Lasers Shares.
As at 1:00 p.m. (London time) on 7 October 2008, the First Closing Date of the Offer, TRUMPF International had received valid
acceptances from SPI Lasers Shareholders in respect of 48,075,454 SPI Lasers Shares, representing approximately 81.5 per cent. of the SPI
Lasers Shares to which the Offer relates.
This total includes:
* acceptances received in respect of 36,058,116 SPI Lasers Shares which were subject to irrevocable commitments (representing
approximately 61.1 per cent. of the SPI Lasers Shares to which the Offer relates) including 709,670 SPI Lasers Shares (representing
approximately 1.2 per cent. of the SPI Lasers Shares to which the Offer relates) which were subject to irrevocable commitments procured by
TRUMPF International from the Directors of SPI Lasers; and
* acceptances received in respect of 6,309,835 SPI Lasers Shares which were subject to a letter of intent (representing
approximately 10.7 per cent. of the SPI Lasers Shares to which the Offer relates)
There are no SPI Lasers shares in respect of which TRUMPF International has an outstanding irrevocable commitment or letter of intent.
In addition, TRUMPF International is the owner of 17,060,158 SPI Lasers Shares, representing approximately 25.9 per cent. of the
existing issued share capital of SPI Lasers, of which 10,060,406 shares, representing approximately 17.1 per cent. of the SPI Lasers Shares
to which the Offer relates, may be counted towards the acceptance condition to the Offer.
Accordingly, as at 7 October 2008, TRUMPF International was the owner of, or had received valid acceptances in respect of, 58,135,860
SPI Lasers Shares to which the Offer relates, representing approximately 98.5 per cent. of the SPI Lasers Shares to which the Offer
relates.
Including those shares which TRUMPF International had purchased prior to posting the Offer Document, TRUMPF International was the owner
of, or had received valid acceptances in respect of, 65,135,612 SPI Lasers Shares, representing approximately 98.7 per cent. of the existing
issued share capital of SPI Lasers.
Save as set out above, neither TRUMPF International nor TRUMPF nor any of their respective directors nor, so far as the Directors of
TRUMPF International and TRUMPF are aware (having made due and careful enquiry), any person acting, or deemed to be acting, in concert with
TRUMPF International or TRUMPF for the purposes of the Offer, has any other interest in, arrangement in relation to or right to subscribe
for SPI Lasers Shares or securities convertible or exchangeable into SPI Lasers Shares or options (including traded options) and neither has
any such person:
* any other short position including under a derivative (whether conditional or absolute and whether in the money or otherwise) in
SPI Lasers Shares; or
* borrowed or lent any SPI Lasers Shares (save for any borrowed shares which have been either on-lent or sold).
For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to
purchase or take delivery and/or indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever
nature, which may be an inducement to deal or refrain from dealing. "Interest" includes any long economic exposure, whether conditional or
absolute, to changes in the price of securities and a person is treated as having an "interest" by virtue of the ownership or control,
including of voting rights, of securities or by virtue of any option or agreement to purchase or deliver, in respect of, or derivative
referenced to, securities. There are no arrangements of the kind referred to in Note 6(b) on Rule 8 of the City Code existing with TRUMPF
International, TRUMPF or any associate of TRUMPF International or TRUMPF in relation to any relevant securities.
Settlement of the consideration
Settlement of the consideration to which any SPI Lasers Shareholder is entitled under the Offer will be dispatched either on or before
21 October 2008 in respect of SPI Lasers Shares for which acceptances of the Offer complete in all respects have been received as at 1.00
p.m. (London time) on 7 October. Settlement of consideration due in respect of acceptances of the Offer complete in all respects received
after 1.00 p.m. (London time) on 7 October but while it remains open for acceptance will be dispatched to accepting SPI Lasers Shareholders
within 14 days of receipt of such acceptances.
Compulsory acquisition, delisting and re-registration
As set out in the Offer Document, TRUMPF International intends to procure that SPI Lasers applies to the London Stock Exchange for the
cancellation of trading in the SPI Lasers Shares on AIM and the SPI Lasers Directors have agreed to instruct the NOMAD to assist and
expedite the making of any such application accordingly. Such cancellations will take effect no earlier than the date 20 business days from
the date of the NOMAD making such application. The cancellation of the listing would significantly reduce the liquidity and marketability of
SPI Lasers Shares. Further, as set out in the Offer Document, as TRUMPF International has received acceptances under the Offer in respect of
90 per cent. or more of the SPI Lasers Shares to which the Offer relates, TRUMPF International will exercise its rights pursuant to sections
974 to 991 of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, the remaining SPI Lasers Shares in respect of
which the Offer has not been accepted, and a further announcement will be made in relation to the despatch of compulsory acquisition notices in due course.
It is also intended that, following the Offer becoming or being declared unconditional in all respects and after the cancellation of the
admission to trading of the SPI Lasers Shares on AIM, SPI Lasers will be re-registered as a private limited company under section 53 of the
Companies Act 1985.
Acceptance of the Offer
As stated above, the Offer will remain open for acceptance until further notice. If you have yet to accept the Offer and hold SPI Lasers
Shares in certificated form (that is, not through CREST), to accept the Offer, please complete, sign and return the Form of Acceptance
(which has been sent to you together with the Offer Document) in accordance with the instructions thereon and set out in the Offer Document
as soon as possible.
If you have yet to accept the Offer and hold SPI Lasers Shares in uncertificated form (that is, through CREST), to accept the Offer,
please follow the procedures set out in the Offer Document so as to ensure that your TTE instruction settles as soon as possible. If you
hold SPI Lasers Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send
the necessary TTE instruction to Euroclear.
Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
Copies of the Offer Document are available for inspection during normal business hours on any Business Day at the offices of Dawsons
LLP, 2 New Square, Lincoln's Inn, London, WC2A 3RZ, until the end of the Offer Period.
Enquiries:
TRUMPF Tel: +49 (0) 7156 303 30992
Ingo Schnaitmann, Head of Press and Public
Relations
Baird (financial adviser to TRUMPF and TRUMPF Tel: +44 (0) 20 7488 1212
International)
Nicholas Sealy
Nicholas Cardoza
SPI Lasers Tel: +44 (0) 1489 779 689
Graham Meek, Non-Executive Chairman
Dr. David Parker, CEO
David Holloway, CFO
Arma Partners (Rule 3 financial adviser to SPI Tel: +44 (0) 20 7290 8100
Lasers)
David Sola
Chris Lewis
Panmure Gordon (financial adviser, NOMAD and Tel: +44 (0) 20 7459 3600
broker to SPI Lasers)
Dominic Morley
Rakesh Sharma
The TRUMPF Directors and the TRUMPF International Directors accept responsibility for the information contained in this announcement
other than information relating to the SPI Lasers Group, the SPI Lasers Directors and their immediate families, related trusts and
controlled companies. To the best of the knowledge and belief of the TRUMPF Directors and the TRUMPF International Directors (who have taken
all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is
in accordance with the facts and does not omit anything likely to affect the import of such information.
The SPI Lasers Directors accept responsibility for the information in this announcement relating to them and their immediate families,
related trusts and controlled companies and the SPI Lasers Group. To the best of the knowledge and belief of the SPI Lasers Directors (who
have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Baird, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for TRUMPF and
TRUMPF International and no-one else in connection with the Offer and will not be responsible to anyone other than TRUMPF and TRUMPF
International for providing the protections afforded to clients of Baird nor for providing advice in relation to the Offer, the content of
this announcement, or any transaction, arrangement or matter referenced herein.
Arma Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Arma Partners nor for providing advice in relation to the Offer, the content of this announcement, or any
transaction, arrangement or matter referenced herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SPI Lasers and no-one else in connection with the Offer and will not be responsible to anyone other than SPI Lasers for providing the
protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Offer, the content of this announcement, or
any transaction, arrangement or matter referenced herein.
This announcement is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to
subscribe for or buy any securities, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in or
into any jurisdiction in contravention of any applicable law. The Offer has been made solely by means of the Offer Document and, in the case
of certificated SPI Lasers Shares, the Form of Acceptance accompanying the Offer Document.
Any acceptance or other response to the Offer should be made only on the basis of information contained in or referred to in the Offer
Document.
The Offer is subject to the applicable rules and regulations of the Financial Services Authority, the London Stock Exchange and the City
Code.
Overseas Jurisdictions
The availability of the Offer to SPI Lasers Shareholders who are not resident in or 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 or not
citizens of 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 are contained in the Offer Document.
The release, publication or distribution of this announcement 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. This announcement has been prepared for the purposes
of complying with English law, the City Code and the AIM Rules and information disclosed herein 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.
Copies of this announcement and formal documentation relating to the Offer have not been and must not be mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
The Offer has not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed on the
merits of the Offer or the accuracy or adequacy of this announcement or the formal documentation relating to the Offer. Any representation
to the contrary is a criminal offence in the United States.
The Offer has not been and will not be approved by any relevant governmental authorities in Japan. Neither this announcement nor the
information contained herein has been or will be approved by or registered with any relevant governmental authorities in Japan.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of SPI Lasers, all "dealings" in any "relevant securities" of SPI Lasers (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m.
(London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of SPI Lasers, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SPI Lasers by TRUMPF, TRUMPF International or
SPI Lasers, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day
following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks above are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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