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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
HELLERMANNTYTON GROUP PLC
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.
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.
+44 (0) 129 353 7272
Goldman Sachs International (Joint Financial Adviser and Corporate Broker to HellermannTyton)
+44 (0) 20 7774 1000
J.P. Morgan Cazenove (Joint Financial Adviser and Corporate Broker to HellermannTyton)
+44 (0) 20 7777 2000
Powerscourt (Media enquiries for HellermannTyton)
+44 (0) 20 7250 1446
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.
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
This announcement may contain certain "forward-looking statements" (including "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995) with respect to the financial condition, results of operations and business of HellermannTyton or Delphi and certain plans and objectives of the boards of HellermannTyton and Delphi. All statements other than statements of historical or current facts included in this announcement may constitute forward-looking statements. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Delphi's or HellermannTyton's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Delphi's or HellermannTyton's business.
These statements are based on assumptions and assessments made by the boards of HellermannTyton and Delphi in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this announcement, they have not been reviewed by the auditors of HellermannTyton or Delphi. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to HellermannTyton or Delphi or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. HellermannTyton and Delphi assume no obligation to update or correct the information contained in this announcement except as required by applicable law.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Delphi or HellermannTyton, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Delphi or HellermannTyton, as appropriate.
Dealing and Opening Position Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 Panel's website at http://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.
Publication on Website and Availability of Hard Copies
A copy of this Announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Delphi's and HellermannTyton's websites at investor.delphi.com and http://hellermanntyton.staging.investis.com/investor-relations/investment-proposition.aspx, respectively, by no later than 12:00 pm on the Business Day following this Announcement. Neither the contents of Delphi's website, of HellermannTyton's website nor of any other website accessible from hyperlinks on either Delphi's or HellermannTyton's website, is incorporated into or forms part of this Announcement.
You may request a hard copy of this Announcement (and any information incorporated by reference in this Announcement) by contacting the Company Secretary of HellermannTyton on +44 (0)1293 537272 during business hours or by submitting a request in writing to the Company Secretary of HellermannTyton at Griffin House, 135 High Street, Crawley, West Sussex, RH10 1DQ or by email at email@example.com. It is important that you note that, unless you make such a request, a hard copy of this Announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
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