Offer Update

RNS Number : 2611O

Babcock International Group PLC

25 June 2010

 



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

For immediate release

25 June 2010

Recommended Acquisition of VT Group plc by Babcock International Group PLC -

Satisfaction of Condition

Babcock International Group PLC ("Babcock") and VT Group plc ("VT") are pleased to announce that the Office of Fair Trading has today announced its decision not to refer the recommended acquisition by Babcock of the entire issued and to be issued share capital of VT (the "Acquisition") or any matter arising therefrom to the UK Competition Commission.

This follows the satisfaction of the conditions to the Acquisition relating to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the regulations made thereunder) and the Committee on Foreign Investment in the United States, as announced by Babcock and VT on 20 April 2010 and 21 May 2010 respectively.

Completion of the Acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Circular sent to VT shareholders dated 26 April 2010, including the Court sanctioning the Scheme and confirming the associated reduction of VT's share capital at Court hearings which are expected to take place on 5 July 2010 and 8 July 2010 respectively. Subject to the Scheme and the associated reduction of capital receiving the sanction and confirmation of the Court on those dates, the Scheme is expected to become effective on 8 July 2010 and the New Babcock Shares to be issued by Babcock pursuant to the Scheme are expected to be admitted to the Official List and admitted to trading on the London Stock Exchange's main market for listed securities on 9 July 2010.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Circular dated 26 April 2010.

- Ends -

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to VT shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or VT shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Babcock shares have not been and are not currently intended to be registered under the securities laws or regulations of the United States, Australia, Canada or Japan, and may not be offered or sold in the United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to do so absent registration or an applicable exemption from the securities laws or regulations of such jurisdictions.

Unless otherwise determined by Babcock or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to do so and persons receiving this announcement must not mail or otherwise forward, distribute or send it into or from such jurisdictions. Any person who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

A copy of this announcement will be made available, free of charge, on Babcock's website (www.babcock.co.uk) and VT's website (www.vtplc.com) by no later than 12 noon (London time) on 26 June 2010.

 

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