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Thursday 05 June, 2008

Zetex Plc

Suspension of dealings

RNS Number : 0990W
Zetex Plc
05 June 2008
 

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.


5 June 2008

Zetex PLC ('ZETEX')

RECOMMENDED proposal for the cash acquisition OF ZETEX

Suspension of dealings


The board of Zetex announces that, as stated in the Scheme Document, today is the last day of dealings in Zetex Shares and 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.


It is expected that the Effective Date of the Scheme will be 9 June 2008.


An application has been made to the UK Listing Authority requesting the cancellation of the listing of Zetex Shares on the London Stock Exchange. It is expected that Zetex Shares will cease to be listed on the Official List and their admission to trading on the London Stock Exchange will be cancelled at 8.00 a.m. (London time) on 9 June 2008. 


A further announcement will be made by Zetex to confirm when the Scheme has become effective.


Defined terms used in this announcement have the same meanings as in the Scheme Document.


Enquiries:

Zetex plc 

Tel: +44 (0)161 622 4444

Liz Airey, Chairman 

Hans Rohrer, Chief Executive Officer


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 Bidcand 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.

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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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