Last checked at 25 Jun 2008 08:03
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE
FLOMERICS GROUP PLC
Mentor Offer Acceptances Decline
The Board of Directors of Flomerics Group PLC ("Flomerics" or the "Company") notes the announcement by Mentor Graphics Corporation ("Mentor") on 24 June 2008 that as at 3.00pm on 23 June 2008, the second closing date of the Mentor offer ("Mentor Offer"), valid acceptances had been received by Mentor representing only 2.19 per cent of Flomerics' existing issued share capital.
This figure of 2.19 per cent represents the total acceptances received by Mentor to date, and is not in addition to the level of acceptances announced by Mentor on 9 June 2008 of 2.44 per cent at the time of the first closing date of the Mentor Offer. As such, the total level of acceptances received by Mentor has declined.
Following questions from Flomerics shareholders as to why the level of acceptances for Mentor's Offer is lower, the Board would like to take the opportunity to explain to shareholders how this has arisen.
As a result of the letter sent by Mentor to Flomerics shareholders on 30 May 2008 (the "Mentor Letter"), the Panel Executive required Mentor on 3 June 2008 to issue an announcement clarifying certain comments made in the Mentor Letter. In addition, the Panel Executive required Mentor to introduce bespoke withdrawal rights to the Flomerics shareholders who had accepted the Mentor Offer during the period between the posting of the Mentor Letter and the release of the clarifying statement by Mentor on 3 June 2008. These bespoke withdrawal rights were introduced with the agreement of Jefferies International Limited as Flomerics' financial adviser.
The Board understands that the reduction in Mentor's current acceptance levels from 2.44 per cent to 2.19 per cent is as a result of certain shareholders exercising their bespoke rights to withdraw their acceptances of the Mentor Offer.
The Board, which has been so advised by Jefferies International Limited, continues to believe that the Mentor Offer is wholly inadequate and therefore recommends shareholders to continue to reject it and take no action in relation to the Mentor Offer.
Enquiries:
| Flomerics Group PLC Gary Carter Keith Butcher | Tel: 020 8487 3000 |
| Jefferies International Ltd (Financial Adviser to Flomerics) Andres Pieczanski Sarah McNicholas | Tel: 020 7029 8000 |
| Oriel Securities Limited (Nominated Adviser and Corporate Broker to Flomerics) 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 22,972,070 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.
If you are in any doubt as to the action you should take in connection with the Mentor Offer, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.
The Flomerics Directors, whose names are set out below, accept responsibility for the information contained in this document, save that the only responsibility accepted by them in respect of the information relating to Mentor is to ensure that such information has been correctly and fairly reproduced and presented. Subject as aforesaid, to the best of the knowledge and belief of the Flomerics Directors (who have taken all reasonable care to ensure that such is the case), the information in this document 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 Flomerics Directors are David W Mann (Non Executive Chairman), Gary C Carter (Chief Executive), Keith Butcher (Finance Director), Thomas R Rowbotham (Non Executive Director) and Peter R Teague (Non Executive Director).
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.