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Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

4 June 2008

Zetex PLC ('ZETEX')

RECOMMENDED proposal for the cash acquisition OF ZETEX

 

Scheme Court Hearing

On 4 April 2008, the boards of Zetex and Diodes Incorporated ('Diodes') announced the terms of a recommended cash offer by Diodes Holdings UK Limited (a wholly owned subsidiary of Diodes), ('Bidco') of 85.45 pence per share for the entire issued and to be issued ordinary share capital of Zetex (the 'Recommended Proposal') to be effected by way of a scheme of arrangement pursuant to section 895 of the Companies Act 2006 (the 'Scheme').

On 18 April 2008, the board of Zetex announced the posting of the scheme document (the 'Scheme Document'), containing full details of the Recommended Proposal and the Scheme. 

On 12 May 2008, the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting and the matters ancillary thereto (including the Reduction of Capital) were similarly approved by Scheme Shareholders at the Extraordinary General Meeting. Both meetings were held on 12 May 2008.

Today, the board of Zetex is pleased to announce that, at the Court hearing earlier today (the 'Scheme Court Hearing'), the Court granted an order sanctioning the Scheme to effect the Recommended Proposal.

In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Reduction of Capital at the Reduction Court Hearing which is scheduled to take place on 6 June 2008.

Zetex has made an application the UK Listing Authority requesting the suspension of dealings in Zetex Shares on the London Stock Exchange and cancellation of the listing of Zetex Shares on the Official List. It is anticipated that the last day of dealings in Zetex Shares will be 5 June 2008, that dealings in Zetex Shares on the London Stock Exchange's market for listed securities will be suspended with effect from 7:30 a.m. (London time) on 6 June 2008 and no transfers after such time will be registered, and that cancellation of their listing on the Official List and of their admission to trading on the London Stock Exchange will take effect at 8.00 a.m. (London time) on 9 June 2008.

It is expected that the Effective Date will be 9 June 2008. A further announcement will be made by Zetex to confirm when the Scheme has become effective. 

Terms used in this announcement but not otherwise defined herein shall have the same meaning given to them in the Scheme Document.

Enquiries:

NM Rothschild & Sons Limited (“Rothschild”) (financial adviser to Zetex plc)	Tel: +44 (0)161 827 3800
Andrew Thomas James Gaskell
Citigate Dewe Rogerson (PR advisers to Zetex)	Tel: +44 (0)20 7638 9571
Toby Mountford Justin Griffiths
Diodes Incorporated
Dr Keh-Shew Lu Carl Wertz	Tel: +1 972 385 2810 Tel: +1 805 446 4800
UBS Investment Bank (financial adviser to Bidco and Diodes Incorporated)
Gavin Domm Gavin Slader Craig Calvert	Tel: +1 310 556 6700 Tel: +1 310 556 6700 Tel: +44 (0) 20 7567 8000
Shelton Group (IR adviser to Diodes)	Tel: +1 949 224 3874
Leanne Sievers

 

The Directors of Zetex accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Recommended Proposal or otherwise. 

The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers 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 UK.

Rothschild is regulated in the UK by the Financial Services Authority and is acting exclusively for Zetex in connection with the Recommended Proposal and no-one else and will not be responsible to anyone other than Zetex for providing the protections afforded to its clients or for providing advice in relation to the Recommended Proposal or any other matters referred to in this announcement.

UBS Limited and UBS Securities LLC (together, 'UBS') are acting exclusively for Diodes and Bidco and no-one else in connection with the Recommended Proposal and will not be responsible to anyone other than Diodes and Bidco for providing the protections afforded to clients of UBS or for providing advice in relation to the Recommended Proposal or any matter referred to in this announcement.

Forward looking statements

This announcement includes 'forward-looking statements'. These statements are based on the current expectations of the management of Zetex and Diodes and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this announcement include statements regarding the expected timing and scope of the Acquisition. Forward-looking statements include, without limitation, statements typically containing words such as 'intends', 'expects', 'anticipates', 'targets', 'estimates', 'believe', 'will', 'may', 'should', would', 'could' and words of similar import. Although Zetex and Diodes believe that the expectations reflected in such forward-looking statements are reasonable, Zetex and Diodes can give no assurance that such expectations will prove to have been correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forwardߛlooking statements. These factors include, but are not limited to, the satisfaction of the Conditions (as defined in the Scheme Document) to the Acquisition (as defined in the Scheme Document), and Diodes' and Bidco's ability to successfully integrate successfully the operations and employees of Zetex, as well as additional factors, such as: local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the uncertainties of litigation; Diodes' and Bidco's ability successfully to expand internationally and manage growth; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; production or distribution disruptions and changes in the supply and cost of raw materials; and non-payment of receivables by distributors. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Zetex, Diodes and Bidco assume no obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Rule 8 Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Zetex, all 'dealings' in any 'relevant securities' of Zetex (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 p.m. (London time) on the London Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and/or Scheme becomes effective, 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 Zetex, 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 Zetex by Diodes, Bidco or Zetex, 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 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 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.

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