Offer Update


 

TIDMCSU 
 
RNS Number : 9848M 
Sulzer Ltd 
03 June 2010 
 

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 
3 June 2010 
                             RECOMMENDED CASH OFFER 
                                       by 
                          SULZER (UK) HOLDINGS LIMITED, 
                    a wholly-owned subsidiary of Sulzer Ltd, 
                                      for 
                          CASTLE SUPPORT SERVICES PLC 
OFFER UPDATE 
On 2 June 2010, the Boards of Sulzer (UK) Holdings Limited ("Sulzer UK" or the 
"Offeror") and Castle Support Services plc ("Castle") announced that they had 
agreed the terms of a recommended cash offer to be made by Sulzer UK, a 
wholly-owned subsidiary of Sulzer Ltd ("Sulzer"), for the entire issued and to 
be issued ordinary share capital of Castle. 
The full terms of, and Conditions to, the Offer and the procedure for acceptance 
were set out in the Offer Document posted to Castle Shareholders on 2 June 2010. 
Level of acceptances 
As at 4:30 p.m. (London time) on 2 June 2010, the Offeror had received valid 
acceptances from Castle Shareholders in respect of 111,610,678 Castle Shares 
representing approximately 94.52 per cent. of Castle's existing issued ordinary 
share capital held outside treasury, which may count towards satisfaction of the 
acceptance condition to the Offer (as set out in paragraph 1 of Section A of 
Part III of the Offer Document). 
These acceptances include acceptances of the Offer received in respect of 
111,101,176 Castle Shares, representing approximately 94.09 per cent. of 
Castle's existing issued ordinary share capital held outside treasury, which 
were subject to Irrevocable Undertakings given by certain of the Castle 
Directors and certain significant Castle Shareholders. 
Offer unconditional in all respects 
In accordance with the level of acceptances set out above, the Offeror announces 
that the Offer is declared unconditional as to acceptances. 
The Offeror further announces that all of the Conditions of the Offer have now 
been satisfied or waived and that the term of the Offer set out in paragraph 6 
of Section A of Part III of the Offer Document has been waived, and, 
accordingly, the Offer is declared unconditional in all respects. 
Compulsory acquisition 
As set out in paragraph 15 of Part II of the Offer Document, the Offeror intends 
to exercise its rights under the provisions of sections 974 to 991 (inclusive) 
of the Companies Act 2006 to acquire compulsorily any remaining Castle Shares to 
which the Offer relates on the same terms as the Offer. 
Cancellation of AIM admission and re-registration as a private company 
As set out in paragraph 15 of Part II of the Offer Document, the Offeror intends 
to procure that Castle applies to the London Stock Exchange for the cancellation 
of the admission of Castle Shares to trading 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 
application. It is anticipated that the cancellation of the admission of Castle 
Shares to trading on AIM will reduce the liquidity and marketability of any 
Castle Shares not acquired under the Offer. 
Following such cancellation and delisting, the Offeror intends to procure that 
Castle re-registers from a public limited company to a private limited company 
under the relevant provisions of the Companies Act 2006. 
Settlement 
The consideration to which any Castle Shareholder is entitled under the Offer 
will be despatched to validly accepting Castle Shareholders (i) in the case of 
valid acceptances received on 2 June 2010, on or before 16 June 2010 or (ii) in 
the case of valid acceptances received on or after the date of this announcement 
but while the Offer remains open for acceptance, within 14 days of such receipt, 
and in either case in the manner described in paragraph 14 of Part II of the 
Offer Document. 
Further acceptances 
The Offer will remain open until further notice. Castle Shareholders who have 
not yet accepted, and wish to accept, the Offer are encouraged to take action to 
accept the Offer as soon as possible. 
To accept the Offer in respect of Castle Shares held in certificated form, 
Castle Shareholders should complete, sign and return the Form of Acceptance 
together with their share certificate(s) and any other document(s) of title as 
soon as possible and, in any event, so as to be received by Equiniti Limited by 
no later than 1.00 p.m. (London time) on Wednesday 23 June 2010. Additional 
Forms of Acceptance can be obtained by contacting Equiniti Limited on telephone 
number 0871 384 2809 (or, if telephoning from outside the UK, on telephone 
number +44 121 415 0089). 
To accept the Offer in respect of Castle Shares held in uncertificated form 
(that is, in CREST), Castle Shareholders should follow the procedure for 
electronic acceptance through CREST in accordance with the instructions set out 
in the Offer Document so that the TTE instruction settles as soon as possible 
and, in any event, by no later than 1.00 p.m. (London time) on Wednesday 23 June 
2010. If Castle Shareholders hold their Castle Shares as a CREST sponsored 
member, they should refer to their CREST sponsor as only their CREST sponsor 
will be able to send the necessary TTE instruction to CREST. 
General 
The Offer Document and the Form of Acceptance (together the "Offer 
Documentation") are available for inspection during normal business hours on any 
Business Day at the offices of Eversheds LLP at 1 Wood Street, London EC2V 7WS 
while the Offer remains open for acceptance. 
In accordance with Rule 19.11 of the Code, a copy of this announcement, the 
Offer Document and the Form of Acceptance are available, subject to certain 
restrictions relating to persons resident in any Restricted Jurisdiction, on the 
Sulzer website at www.sulzer.com and on the Castle website at 
www.castlesupportservices.com while the Offer remains open for acceptance. 
Capitalised terms used but not defined in this announcement have the same 
meaning as given to them in the Offer Document. 
Enquiries: 
Sulzer 
 Philippe Dewitz, Head of Investor Relations 
        Tel: +41 52 262 20 22 
 Verena Gölkel, Media Spokesperson 
                               Tel: +41 52 262 26 82 
Rothschild (financial adviser to Sulzer and the Offeror)           Tel: +44 (0) 
20 7280 5000 
 John Deans 
 Charles Montgomerie 
Castle 
           Tel: +44 (0) 121 766 6161 
 Christopher Mills, Chairman 
 Tudor 
Davies, Director 
Strand Hanson (financial adviser to Castle)                              Tel: 
+44 (0) 20 7409 3494 
 Rory Murphy 
 Matthew Chandler 
Citigate Dewe Rogerson (PR adviser to Castle)                        Tel: +44 
(0) 121 362 4035 
 Fiona Tooley 
 
This announcement is not intended to and does not constitute, or form part of, 
an offer to sell or the solicitation of an offer to subscribe for or buy or an 
invitation to purchase or subscribe for any securities or the solicitation of 
any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor 
shall there be any sale, issuance or transfer of the securities in any 
jurisdiction in contravention of applicable law. Any response in relation to the 
Offer should be made only on the basis of the information contained in the Offer 
Documentation. Castle and the Offeror urge Castle Shareholders to read the Offer 
Documentation because it contains important information relating to the Offer. 
Rothschild, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively as financial adviser to 
Sulzer and the Offeror 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 Sulzer and the Offeror for providing the protections afforded to 
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 Documentation. 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. 
Strand Hanson Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively as financial adviser 
to Castle in relation to the Offer and is not acting for or advising any other 
person and accordingly will not be responsible to anyone other than Castle for 
providing the protections afforded to clients of Strand Hanson Limited or for 
providing advice in relation to the contents of this announcement, or any offer 
or arrangements referred to herein or in the Offer Documentation. Neither Strand 
Hanson Limited 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 Strand 
Hanson Limited in connection with this announcement, any statement contained 
herein or otherwise. 
Notice to overseas Castle Shareholders 
The availability of the Offer or the distribution of this announcement to 
persons who are not resident in the United Kingdom may be affected by the laws 
and regulations of the relevant jurisdiction in which they are located. Any 
persons who are subject to the laws and regulations of any jurisdiction other 
than the United Kingdom should inform themselves about, and observe, any and all 
applicable legal or regulatory requirements of their jurisdiction. Any failure 
to comply with the requirements of such jurisdictions may constitute a violation 
of the securities laws of such jurisdictions. Further details in relation to 
overseas shareholders are contained in the Offer Documentation. 
The Offer referred to in this announcement will not be made available directly 
or indirectly, in, into or by use of the mails of, or by any means (including, 
without limitation, telephonically or electronically) of interstate or foreign 
commerce of, or any facilities of a national securities exchange of any 
jurisdiction where to do so would constitute a violation of the relevant laws of 
such jurisdiction. This announcement does not constitute an offer in any such 
jurisdiction and the Offer will not be made available by any such use or means 
from or within any such jurisdiction. Accordingly this announcement is not 
being, and should not be, mailed, transmitted or otherwise distributed, in whole 
or in part, in or into or from any such jurisdiction. 
This announcement has been prepared for the purpose of complying with English 
law, the Code and the AIM Rules 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 jurisdictions outside the United 
Kingdom. 
Disclosure Requirements of the Code 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of Castle must make an Opening Position Disclosure 
following the commencement of the offer period. 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 Castle. An Opening Position 
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 
3.30 p.m. (London time) on the 10th business day following the commencement of 
the offer period. Relevant persons who deal in the relevant securities of Castle 
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% 
or more of any class of relevant securities of Castle must make a Dealing 
Disclosure if the person deals in any relevant securities of Castle. 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 Castle, 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 p.m. (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 Castle, they will be deemed to be a single person for the purpose 
of Rule 8.3. 
Opening Position Disclosures must also be made by Castle and the Offeror and 
Dealing Disclosures must also be made by Castle and the Offeror and by any 
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 
Details of the 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 Takeover Panel's website at www.thetakeoverpanel.org.uk, 
including details of the number of relevant securities in issue, when the offer 
period commenced. 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. 
The defined terms used in this paragraph "Disclosure Requirements of the Code" 
are defined in the Code which can be found on the Takeover Panel's website. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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