Compulsory Acqn of Shares


 

TIDMDLTA 
 
RNS Number : 9968L 
Valmont Industries Inc 
14 May 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY RESTRICTED JURISDICTION (INCLUDING CANADA AND JAPAN) OR ANY OTHER 
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
FOR IMMEDIATE RELEASE 
14 May 2010 
  Recommended Offer by 
 Valmont Group Pty Ltd, 
 a wholly-owned subsidiary 
              of 
 Valmont Industries, Inc., 
for 
 Delta plc 
              Commencement of the Compulsory Acquisition Procedure 
Valmont Group Pty Ltd (the "Offeror") announces that compulsory acquisition 
notices (the "Notices") pursuant to section 979 of the Companies Act 2006 (the 
"Act") have been posted today to those Delta plc ("Delta") ordinary shareholders 
who have not accepted the Offer (the "Non-Assenting Shareholders") setting out 
the Offeror's intention to acquire compulsorily all remaining Shares on the same 
terms as the Offer. 
Levels of Acceptance 
As at 5 p.m. on 13 May 2010, the Offeror had received valid acceptances of the 
Offer in respect of 143,285,275 Shares, representing in aggregate approximately 
93.19 per cent. of the existing issued ordinary share capital of Delta. 
Therefore valid acceptances had been received in respect of more than 90 per 
cent. of the Shares to which the Offer relates. 
Compulsory Acquisition 
Unless Non-Assenting Shareholders apply to court and the court orders otherwise, 
on the expiry of six weeks from the date of the Notices, being 26 June 2010, the 
Shares held by Non-Assenting Shareholders who have not accepted the Offer by 25 
June 2010 will be acquired compulsorily by the Offeror under the terms of the 
Offer and such Non-Assenting Shareholders will be entitled to 185 pence in cash 
for each Share such Non-Assenting Shareholders hold on that date. 
Delisting 
Delta has applied to the UK Listing Authority for the cancellation of the 
listing of Shares on the Official List and to the London Stock Exchange for the 
cancellation of admission to trading of Shares on the London Stock Exchange's 
main market for listed securities. This is expected to take effect on or shortly 
after 8.00 a.m. (London time) on 28 May 2010. 
Acceptance Procedure 
The Offer remains open until further notice.  At least 14 days' notice will be 
given prior to the closing of the Offer to those Shareholders who have not then 
accepted the Offer. 
Shareholders who have not accepted the Offer are encouraged to do so as soon as 
possible.  Shareholderswho have already accepted the Offer need take no further 
action. 
To accept the Offer in respect of Shares held in certificated form (that is, not 
in CREST), Shareholders should complete, sign and return the Form of Acceptance 
which accompanies the Offer Document, together with their share certificate(s) 
or other relevant document(s) of title, in accordance with the instructions 
contained therein and set out in the Offer Document as soon as possible. 
Shareholders who have lost their Form of Acceptance should telephone Equiniti on 
0871 384 2050 or, if calling from overseas, +44 121 415 0259, to request a 
replacement. 
To accept the Offer in respect of Shares held in uncertificated form (that is, 
in CREST), Shareholders should follow the procedure for electronic acceptance 
through CREST in accordance with the instructions set out in the Offer Document. 
 If Shareholders hold their 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. 
As set out above, if Non-Assenting Shareholders do not accept the Offer by 25 
June 2010, the Shares held by Non-Assenting Shareholders will be acquired 
compulsorily by the Offeror under the terms of the Offer. 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the offer document posted to Shareholders on 10 March 
2010 (the "Offer Document") and the announcement together with the letter from 
the Chairman of Valmont posted to Shareholders on 1 April 2010 (taken together, 
the "Revised Offer Document"). 
Enquiries 
Valmont 
 Terry J. McClain, Senior Vice President and Chief Financial Officer 
                                     +1 402 963 1020 
Credit Suisse (financial adviser to Valmont and the Offeror) 
William Mansfield 
                                                 +44 (0)20 7888 8888 
 Angus 
Dickson 
Together, the Offer Document, the Revised Offer Document and, in the case of 
Shares held in certificated form, the Form of Acceptance contain the full terms 
and conditions of the Offer, including details of how the Offer may be accepted. 
 Please carefully read this announcement, the Offer Document, the Revised Offer 
Document and, in the case of Shares in certificated form, the Form of Acceptance 
in their entirety before making a decision with respect to the Offer. 
Credit Suisse, which is authorised and regulated by the Financial Services 
Authority, is acting for Valmont and the Offeror and for no one else in 
connection with the matters referred to in this announcement and will not be 
responsible to anyone other than Valmont and the Offeror for providing the 
protections afforded to clients of Credit Suisse or for providing advice in 
relation to this matter, the content of this announcement or any matter referred 
to herein.  Neither Credit Suisse nor any of its subsidiaries, branches or 
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 Credit Suisse in connection with 
this announcement, any statement contained herein or otherwise. 
The Offer is being made solely by the Offeror and neither Credit Suisse nor any 
of its respective affiliates are making the Offer. 
Notice to US holders of Shares 
The Offer is for the securities of a corporation organised under the laws of 
England and is subject to the procedure and disclosure requirements of the 
United Kingdom, which are different from those of the United States. The Offer 
is being made in the United States pursuant to Section 14(e) of, and Regulation 
14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange 
Act"), subject to the exemptions provided by Rule 14d-1(d) under the Exchange 
Act and otherwise in accordance with the requirements of the Code.  Accordingly, 
the Offer is subject to disclosure and other procedural requirements, including 
with respect to withdrawal rights, the offer timetable, settlement procedures 
and timing of payments that are different from those applicable under US 
domestic tender offer procedures and laws. 
It may be difficult for US holders of Shares and other securities to enforce 
their rights and any claim arising out of the US federal securities laws, since 
the Offeror and Delta are located outside of the United States, and some or all 
of their officers and directors may be resident outside of the United States. US 
holders of Delta securities may not be able to sue a foreign company or its 
officers or directors in a foreign court for violations of the US securities 
laws. Further, it may be difficult to compel a foreign company and its 
affiliates to subject themselves to a US court's judgment. 
To the extent permitted by applicable law, in accordance with, and to the extent 
permitted by, the Code and normal UK market practice and Rule 14e-5 under the 
Exchange Act, the Offeror or its nominees or brokers (acting as agents) or their 
respective affiliates may from time to time make certain purchases of, or 
arrangements to purchase, Shares, other than pursuant to the Offer, during the 
period in which the Offer remains open for acceptance.  These purchases may 
occur either in the open market at prevailing prices or in private transactions 
at negotiated prices.  Such purchases, or arrangements to purchase, will comply 
with all applicable UK rules, including the Code and the rules of the London 
Stock Exchange, and Rule 14e-5 under the Exchange Act to the extent applicable. 
In addition, in accordance with, and to the extent permitted by, the Code, 
normal UK market practice and Rule 14e-5 under the Exchange Act, Credit Suisse 
and its affiliates will continue to act as exempt principal traders in Shares on 
the London Stock Exchange and engage in certain other purchasing activities 
consistent with their respective normal and usual practice and applicable law, 
including Rule 14e-5 under the Exchange Act. 
Notice to Overseas Shareholders 
The distribution of this announcement in jurisdictions other than the United 
Kingdom or the United States may be restricted by the laws of those 
jurisdictions and therefore persons into whose possession this announcement 
comes should inform themselves about and observe any such restrictions. Failure 
to comply with any such restrictions may constitute a violation of the 
securities laws of any such jurisdiction. 
Unless otherwise determined by the Offeror, the Offer is not being, and will not 
be, made, directly or indirectly, in or into or by the use of the mails of, or 
by any other means (including, without limitation, electronic mail, facsimile 
transmission, telex, telephone, internet or other forms of electronic 
communication) of interstate or foreign commerce of, or any facility of a 
national securities exchange of any Restricted Jurisdiction (as defined herein) 
and will not be capable of acceptance by any such use, means or facility or from 
within any such Restricted Jurisdiction.  Accordingly, unless otherwise 
determined by the Offeror, copies of this announcement and any documentation 
relating to the Offer are not being, and must not be, directly or indirectly, 
mailed or otherwise forwarded, distributed or sent in or into or from any 
Restricted Jurisdiction and persons receiving such documents (including 
custodians, nominees and trustees) must not mail or otherwise forward, 
distribute or send any such documents in or into or from any such Restricted 
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. 
Any person (including, without limitation, custodians, nominees and trustees) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or any documentation relating to 
the Offer and/or any other related document to any jurisdiction outside the 
United Kingdom or the United States should inform themselves of, and observe, 
any applicable legal or regulatory requirements of any relevant jurisdiction. 
Neither the US Securities and Exchange Commission (the "SEC") nor any US state 
securities commission has approved or disapproved this Offer or passed upon the 
adequacy or completeness of this announcement or any documentation relating to 
the Offer.  Any representation to the contrary is a criminal offence. 
This announcement has been prepared for the purposes of complying with English 
law and the Code 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 and regulations of any jurisdiction outside of England. 
Publication on website 
A copy of this announcement, the Offer Document, the Revised Offer Document and 
the Form of Acceptance are and will be available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
for inspection on Valmont's website at www.valmont.com during the course of the 
Offer. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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