TIDMETQ

RNS Number : 5401S

Energy Technique PLC

09 July 2015

Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in, into OR FROM the United States, Canada, Australia or Japan or any other jurisdiction where to do so would be A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Energy Technique plc

("Energy Technique" or the "Company")

Formal Sale Process Update

and

AGM Statement

On 26 February 2015, the Board of Energy Technique announced that it would offer the Company for sale by means of a formal sale process in accordance with Note 2 on Rule 2.6 of the City Code on Takeovers and Mergers (the "Code"). The Company is holding its Annual General Meeting at 12.00 p.m. today and Walter Goldsmith, Chairman, will make the following statement:

"Energy Technique's trading subsidiary, Diffusion, is a market leader in the manufacture of premium quality fan coils and commercial heating products. Diffusion's products are installed into commercial offices, hotels, airports, retail outlets, schools, and high-end residential developments. Whilst the Board believes that the Company has a secure future as an independent business, the Board took the recent decision to enter into the formal sale process in order to seek to unlock and crystallise value for shareholders.

The Company has received expressions of interest, which may or may not lead to a sale of its entire issued share capital. In the event that satisfactory proposals are made, the Board would expect to engage with one or more participants with a view to agreeing an offer, which it would be able to recommend for acceptance by shareholders. Further announcements will be made as and when appropriate.

The Company has appointed Cavendish Corporate Finance LLP ("Cavendish") as financial adviser to conduct the sale process. Parties with a potential interest in making an offer for Energy Technique should contact Cavendish (contact details are set out below). There can be no certainty that an offer will be made or that any sale will be concluded, nor as to the terms on which any offer might be made. The Board reserves the right to alter any aspect of the formal sale process or to terminate it at any time. The Board also reserves the right to reject any approach or terminate discussions with any interested party or participant at any time.

On 21 May 2015, the Company announced audited results for the year ended 31 March 2015 showing sales had increased by 12.6% over the prior year to GBP10.77 million, accompanied by a 19.6% increase in group profit before tax to GBP776,000. There has been a strong start to the current year ending 31 March 2016, with sales in the first quarter increasing by 2.5% over the corresponding quarter to GBP2.84 million. Enquiry levels are high, the order book is strong and we look forward to the future with confidence."

For further information, please contact:

 
Energy Technique plc 
Walter Goldsmith - Chairman       +44 (0)20 8783 0033 
Leigh Stimpson - CEO 
 
finnCap Limited                   +44 (0)20 7220 0500 
Ed Frisby/Scott Mathieson 
 
Cavendish Corporate Finance LLP   +44 (0)20 7908 6000 
Andrew Jeffs/Philip Barker 
 

finnCap Limited, which is regulated in the United Kingdom by The Financial Conduct Authority, is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of finnCap or for providing advice in relation to the matters described in this announcement.

Cavendish Corporate Finance LLP, which is regulated in the United Kingdom by The Financial Conduct Authority, is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cavendish or for providing advice in relation to the matters described in this announcement.

The directors of Energy Technique accept responsibility for the information contained in this announcement. 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 for which they are responsible 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 part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. A failure to comply with the restrictions may constitute a violation of the securities laws of any jurisdiction.

Publication on website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.diffusion-group.com/about/investor-information by no later than 12 noon (London time) on the business day following the release of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Disclosure requirements of the Takeover Code (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 an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. 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 each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror 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 the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. 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 each of (i) the offeree company and (ii) any securities exchange offeror(s), 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 pm (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 an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror 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 and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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