Supplementary Prospectus

RNS Number : 2372M

Babcock International Group PLC

19 May 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

19 May 2010

Recommended Acquisition of VT Group plc by Babcock International Group PLC -Publication of Supplementary Prospectus

On 26 April 2010, Babcock International Group PLC ("Babcock") published documentation relating to the Acquisition, including the Prospectus.

Babcock and VT Group plc ("VT") announce that Babcock has today published a supplementary prospectus (the "Supplementary Prospectus") relating to the announcement on 11 May 2010 of its preliminary results for the financial year ended 31 March 2010.

A copy of the Supplementary Prospectus will be made available on Babcock's website (www.babcock.co.uk) later today, and will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ, England until Admission.

Other than as expressly set out in this announcement, capitalised terms used in this announcement shall have the meaning given to them in the Prospectus published by Babcock on 26 April 2010.

Enquiries:

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
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

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 FSA, 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 is authorised and regulated in the United Kingdom by the FSA, 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.

N. M Rothschild & Sons Limited is authorised and regulated in the United Kingdom by the FSA, 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 is authorised and regulated in the United Kingdom by the FSA, 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.

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 Babcock and VT are advised to read carefully the formal documentation in relation to the Acquisition. The proposals of the Acquisition will be made solely through the scheme document, which contains the full terms and conditions of the scheme of arrangement, including details of how to vote with respect to the scheme of arrangement. Any response to the proposals should be made only on the basis of the information in the scheme document.

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 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.

Disclosure requirements of 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 paper 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 paper 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 paper 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 4 May 2010. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

A copy of this announcement will be available on Babcock's website at (www.babcock.co.uk) and VT's website (www.vtplc.com), in each case, as soon as practicable on 19 May 2010.

 

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