Last checked at 12 Jun 2008 12:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
12 June 2008
Flomerics Group plc (the "Company")
Continued Discussions
Further to the previously announced ongoing discussions with Autodesk, Inc. ("Autodesk") and pursuant to the requirements of the City Code on Takeovers and Mergers, the Company has been informed that should any offer be forthcoming from Autodesk, the consideration for such would be satisfied solely in cash.
As has been previously announced, at this stage there can be no certainty that an offer from Autodesk will be forthcoming, nor in the event of such, as to the terms on which any such offer might be made.
This announcement has been made with the consent of Autodesk.
Enquiries:
| Flomerics Group PLC Gary Carter Keith Butcher | Tel: 020 8487 3000 |
| Jefferies International Ltd Andres Pieczanski Sarah McNicholas | Tel: 020 7029 8000 |
| Oriel Securities Ltd Andrew Edwards Michael Shaw | Tel: 020 7710 7600 |
| Citigate Dewe Rogerson Ginny Pulbrook Seb Hoyle | Tel: 020 7638 9571 |
Flomerics Shares in Issue
Pursuant to Rule 2.10 of the City Code, Flomerics confirms that it has 22,935,250 ordinary shares of one penny each in issue and admitted to trading on the Alternative Investment Market of the London Stock Exchange (ISIN GB0003436192).
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in 1% or more of any class of 'relevant securities' of Flomerics, all 'dealings' in any 'relevant securities' of that company (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 pm (London time) on the London 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends.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 Flomerics, 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 Flomerics by a potential offeror or by Flomerics, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London 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 Takeover 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 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, you should consult the Panel.
Other
Jefferies International Limited, which is authorised and regulated in the UK by The Financial Services Authority, is acting exclusively for Flomerics and no one else in connection with the Mentor Offer and, accordingly, will not be responsible to anyone other than Flomerics for providing the protections afforded to customers of Jefferies International Limited or for providing advice in relation to the Mentor Offer or in relation to the contents of this document or any transaction or arrangement or other matter referred to herein.
Oriel Securities Limited ('Oriel Securities'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Flomerics and no-one else in connection with the matters referred to herein and will not be responsible to anyone other than Flomerics for providing the protections afforded to clients of Oriel Securities or for giving advice in relation to such matters.
Note to Editors
Flomerics (www.flomerics.com) is a world-leading developer of engineering simulation software and services for analysis of fluid flow, heat transfer. Flomerics' business model is drastically different from traditional analysis because its software is designed to be embedded deeply into the design process and used by mainstream design engineers, not just by analysis specialists.