Scheme of arrangement

RNS Number : 8405O

Babcock International Group PLC

05 July 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.

Recommended Acquisition

of

VT Group plc

by

Babcock International Group PLC

5 July 2010

Court Order Sanctioning Scheme of Arrangement

VT Group plc ("VT") and Babcock International Group PLC ("Babcock") are pleased to announce that the Court has today made an order sanctioning the scheme of arrangement of VT (the "Scheme") by which the recommended acquisition (the "Acquisition") of VT by Babcock is being implemented. The Scheme and its implementation were approved by the shareholders of VT on 10 June 2010.

Share Subdivision and Reclassification

Following delivery of an office copy of the Court Order sanctioning the Scheme to the Registrar of Companies, each of the Scheme Shares will be subdivided and reclassified at the Reorganisation Record Time according to the forms of election returned by Scheme Shareholders (the "Share Reclassification"). Scheme Shares in respect of which valid elections were made and accepted for cash consideration will be reclassified as A Shares. Scheme Shares in respect of which valid elections were made and accepted for New Babcock Shares will be reclassified as B Shares. Any Scheme Shares in respect of which no valid election has been made or is deemed to have been made will be reclassified into A Shares and B Shares. The Reorganisation Record Time is expected to be 6.00 p.m. tomorrow, 6 July 2010.

Last Day for Dealings

In order to ensure an orderly subdivision and reclassification of the Scheme Shares, the last day for dealings in and for registration of transfers of, and disablement in CREST of, VT Shares is today, 5 July 2010.

Suspension of Listing and Trading

As set out in the Scheme Circular published by VT on 26 April 2010, it is expected that the Financial Services Authority will suspend the listing, and the London Stock Exchange will suspend the trading, of VT Shares by 8.00 a.m. on 6 July 2010.

Conditions

The Acquisition remains conditional, inter alia, upon the UK Listing Authority agreeing to admit the New Babcock Shares to the Official List and the London Stock Exchange agreeing to admit the New Babcock Shares to trading on its main market for listed securities, as well as the confirmation of the reduction of capital provided for by the Scheme by the Court.

Provided that these conditions are satisfied, that an office copy of the Court Order confirming the reduction of capital is delivered to the Registrar of Companies and, if the Court so orders, that such Court Order is registered with the Registrar of Companies, it is expected that the Scheme will become Effective, and that the admission of the New Babcock Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities will occur by 8.00 a.m. on 9 July 2010. Accordingly, VT has requested that the UK Listing Authority cancel the listing, and the London Stock Exchange cancel the trading, of the VT Shares at that time.

Defined terms used in this announcement have the same meanings as set out in the Scheme Circular published by VT on 26 April 2010.

Enquiries:

VT Group plc

Paul Lester	Tel: [phone]
Philip Harrison

Rothschild (financial adviser to VT)

Robert Leitão	Tel: [phone]
Ravi Gupta

Merrill Lynch (corporate broker to VT)

Mark Astaire	Tel: [phone]
Peter Brown

Babcock International Group PLC

Peter Rogers, Chief Executive	Tel: [phone]
Bill Tame, Group Finance Director

J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock)

Andrew Truscott	Tel: [phone]
Malcolm Moir
Guy Marks
Christopher Dickinson

Evercore Partners (joint financial adviser to Babcock)

Bernard Taylor	Tel: [phone]
Julian Oakley

N. M. Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for VT and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than VT for providing the protections afforded to clients of N. M. Rothschild & Sons Limited nor for providing advice in relation to any matter referred to herein.

Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for VT and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than VT for providing the protections afforded to clients of Merrill Lynch International nor for providing advice in relation to any matter referred to herein.

J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Babcock and no-one else in connection with the contents of this announcement and will not be responsible to any person other than Babcock for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to any matter referred to herein.

Evercore Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Babcock and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Babcock for providing the protections afforded to clients of Evercore Partners Limited nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of VT and Babcock are advised to read carefully the formal scheme documentation in relation to the Acquisition. The proposals of the Acquisition will be made solely through the scheme documentation, which will contain the full terms and conditions of Acquisition, including details of how to vote with respect to the Acquisition. Any response to the proposals should be made only on the basis of the information in the scheme documentation.

Shareholders of VT and Babcock are reminded that copies of the documentation relating to the Acquisition (namely, the Prospectus, the Babcock Circular, the Scheme Circular, the Supplementary Prospectus, the resolution of the Babcock shareholders approving the Acquisition and the resolution of the VT shareholders approving the Acquisition) have been submitted to the Financial Services Authority (the "FSA") and are available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, London E14 5HS (Tel: [phone]).

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

You may request a hard copy of this announcement by contacting the Shareholder Helpline of Capita Registrars on 0871 664 0321 (or [phone] if you are calling from outside the UK). You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Publication on Website

A copy of this announcement will be made available, free of charge, at VT's website (www.vtplc.com) and Babcock's website (www.babcock.co.uk) by no later than 12 noon (London time) on 6 July 2010.

 

END

 

 

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