Acquisition

RNS Number : 3342F

Carillion PLC

21 April 2011

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

21 April 2011

CARILLION PLC

RECOMMENDED ACQUISITION OF EAGA PLC BY CARILLION PLC

COMPLETION OF THE ACQUISITION OF EAGA PLC BY CARILLION PLC

Carillion is pleased to announce that the scheme of arrangement  (the "Scheme") under Part 26 of the Companies Act 2006 to implement the recommended acquisition by Carillion plc ("Carillion") of the entire issued and to be issued ordinary share capital of Eaga plc ("Eaga") (the "Acquisition") completed in accordance with its terms.  

Commenting on the Acquisition, John McDonough, Carillion Chief Executive said:

"The acquisition of Eaga is an important strategic step in Carillion's development.  The combination of Carillion and Eaga brings together two highly complementary businesses and creates a scalable platform to build the UK's largest independent energy services provider.

"As one of the UK's leading support services companies, delivering services to manage, maintain and operate large, complex property estates and infrastructure networks, we expect the low carbon market to provide major new opportunities for our support services business.

"The addition of Eaga's sector-leading expertise in energy efficiency solutions will therefore significantly enhance our prospects for growth, through extending the scope of our integrated support services offering for existing and new customers.   

"Carillion will also provide the scale and resources necessary to take advantage of the many substantial growth opportunities that Eaga is already pursuing in the low carbon market.

"We therefore continue to expect the acquisition to be immediately earnings enhancing, adding to Carillion's previously announced objectives for growth in both the short and medium term." 

Eaga partnership trusts

Carillion notes that,  by electing for the Share Alternative in respect of all the cash to which they would have been entitled under the Acquisition, the Eaga partnership trusts (Eaga Partnership Trustee Limited and Eaga Partnership Trustee Two Limited) now have a combined shareholding of 6.59 per cent. in Carillion, making them a significant shareholder of Carillion.

Settlement

As announced by Carillion on 11 February 2011, Carillion acquired 41,580,041 Eaga Shares in the market at 120 pence for each Eaga Share.

In accordance with the terms of the Scheme, in respect of Eaga Shares for which no valid election under the Share Alternative has been made, Eaga Shareholders will receive consideration of 118.79 pence in cash for each Eaga Share.

Pursuant to the Share Alternative, elections for New Carillion Shares will be met in full. Eaga Shareholders who elected for the Share Alternative will receive New Carillion Shares instead of some or all of the cash consideration, in accordance with their election. Eaga Shareholders shall receive approximately 0.3084 of a New Carillion Share for each Eaga Share. Accordingly, Carillion will pay a total of £131,333,561 in cash (in respect of Eaga Shares not already owned by Carillion) and issue 30,613,192 New Carillion Shares to Eaga Shareholders.

Fractions of New Carillion Shares shall not be allotted or issued to holders of Scheme Shares pursuant to the Scheme. All fractional entitlements to which holders of Scheme Shares would have become entitled will be aggregated and sold by Carillion's brokers in the market, and the net proceeds of sale shall be paid in cash pro rata to the Scheme Shareholders entitled thereto.

Settlement of New Carillion Shares through CREST is expected to take place on 21 April 2011. Despatch of cheques in respect of cash consideration or settlement of cash consideration through CREST (as appropriate) and statements of entitlements to or share certificates in relation to New Carillion Shares (as appropriate) will take place no later than 5 May 2011. Settlement of the cash consideration whether by cheque or through CREST will also include cash in respect of any fractional entitlements.

Listing, delisting and dealing

Dealings in Eaga Shares on the London Stock Exchange's main market for listed securities and the listing of the Eaga Shares on the Official List of the UK Listing Authority were cancelled at Eaga's request with effect from 8.00 a.m. today. 

The 30,613,192 New Carillion Shares allotted and issued to Scheme Shareholders were admitted to listing on the Official List of the UK Listing Authority with a premium listing, and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. today.

Unless stated otherwise, terms defined in the Scheme Document dated 4 March 2011 have the same meaning in this announcement.

All times referred to in this announcement are references to London time.

Enquiries
Carillion plc	[phone]
John McDonough, Chief Executive Richard Adam, Group Finance Director John Denning, Director Group Corporate Affairs	[phone]
Lazard & Co., Limited (Financial Adviser)	[phone]
Nicholas Shott Cyrus Kapadia Vasco Litchfield
Morgan Stanley & Co. International plc (Joint Corporate Broker)	[phone]
Peter Moorhouse Alastair Walmsley
Oriel Securities Limited (Joint Corporate Broker)	[phone]
David Arch
Finsbury (PR Adviser)	[phone]
James Murgatroyd Gordon Simpson

Notes to editors

Carillion is one of the UK's leading support services companies with a substantial portfolio of Public Private Partnership projects and extensive construction capabilities.  The Group has annual revenue of over £5 billion, employs around 46,000 people and operates across the UK, in the Middle East, Canada and the Caribbean.

In the UK, Carillion's principal market sectors are Defence, Education, Health, Facilities Management & Services, Rail, Roads, Building, Civil Engineering and Utilities Services.

In the Middle East, Carillion's principal market sectors are Construction and Facilities Management. In Canada and the Caribbean, the Group's main sectors are Health, Roads Maintenance and Construction.

Carillion's portfolio of equity investments in Public Private Partnership projects includes projects in the UK and Canada, particularly in the Defence, Education, Health and Transport sectors.

Eaga plc is a leading green support services company and one of the largest installers of renewable technologies in the UK.  Eaga employs around 4,500 people and operates across three main markets: carbon services where Eaga is a market leader in the provision of carbon savings to energy generators and utilities to assist them in meeting their regulatory obligations; Heating and Renewables Services where Eaga is one of the largest installers of domestic heating and renewable technologies; and Managed Services where Eaga provides outsourced solutions to a range of customers.

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Carillion and no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Carillion for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Morgan Stanley & Co. International plc is acting as corporate broker exclusively for Carillion and no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Carillion for providing the protections afforded to clients of Morgan Stanley & Co. International plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Carillion and no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Carillion for providing the protections afforded to clients of Oriel Securities nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. 

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement is not an offer of securities for sale in the United States and the New Carillion Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, and no regulatory clearance in respect of the New Carillion Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Carillion Shares may not be offered or sold in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The New Carillion Shares will be issued in reliance (if required) upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The New Carillion Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from any Restricted Jurisdiction (as defined in the Prospectus) or to, or for the account or benefit of, any resident of any Restricted Jurisdiction absent an exemption from registration or an exemption under relevant securities law.

Notice to US investors in Eaga: The Acquisition relates to the shares of a UK company and has been made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

Publication on Carillion Website

A copy of this announcement will be made available for inspection on Carillion's website (www.carillionplc.com) free of charge.

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