Publication of Prospectus

RNS Number : 3702C

Carillion PLC

04 March 2011

4th March 2011

CARILLION PLC

RECOMMENDED ACQUISITION OF EAGA PLC BY CARILLION PLC PUBLICATION AND POSTING OF SHAREHOLDER DOCUMENTS

On 11 February 2011, the boards of Carillion plc ("Carillion") and Eaga plc ("Eaga") announced that they had agreed the terms of a recommended acquisition by Carillion of the entire issued and to be issued ordinary share capital of Eaga by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme").

Carillion announces that the prospectus relating to the New Carillion Shares to be issued (the "Prospectus") has today been approved by the UK Listing Authority. Accordingly, the Prospectus will be made available on Carillion's website (www.carillionplc.com) later today and the formal documents relating to the acquisition will be posted to Eaga Shareholders shortly.

Eaga Shareholders will receive, amongst other documents, the Scheme Document published by Eaga in connection with the Scheme, together with the Prospectus. The Scheme Document will be made available on Eaga's website (www.eaga.com) later today.

As set out in the Scheme Document, two shareholder meetings, namely the Court Meeting and the Eaga General Meeting, will be held to allow Eaga Shareholders to vote on the proposed resolutions required to approve and implement the Scheme. The key dates for these meetings are as follows:

Latest time for receipt of Blue Form of Proxy (or appointing proxies electronically) for the Court Meeting	2.00 p.m. on 24 March 2011
Latest time for receipt of White Form of Proxy (or appointing proxies electronically) for the General Meeting	2.20 p.m. on 24 March 2011
Scheme Voting Record Time	6.00 p.m. on 26 March 2011
Eaga Court Meeting	2.00 p.m. on 28 March 2011
Eaga General Meeting	2.20 p.m. on 28 March 2011

In accordance with Carillion's preliminary announcement of results for the year ended 31 December 2010, Carillion announces that the record date for the final dividend for 2010 of 10.7 pence per share has changed from 17 May 2011 to 20 May 2011.

Terms defined in Carillion's announcement dated 11 February 2011 have the same meaning in this announcement, unless otherwise indicated.

Enquiries

Carillion plc	+44 (0)1902 422 431
John McDonough, Chief Executive Richard Adam, Group Finance Director John Denning, Director Group Corporate Affairs	+44 (0)1902 316426

Lazard & Co., Limited (Financial Adviser)	+44 (0)20 7187 2000
Nicholas Shott Cyrus Kapadia Vasco Litchfield

Morgan Stanley & Co. International plc (Joint Corporate Broker)	+44 (0)20 7425 8000
Peter Moorhouse Alastair Walmsley

Oriel Securities Limited (Joint Corporate Broker)	+44 (0)20 7710 7600
David Arch

Finsbury (PR Adviser)	+44 (0)20 7251 3801
James Murgatroyd Gordon Simpson

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 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.

Copies of the Prospectus and the Scheme Document will shortly be submitted to the National Storage Mechanism and available for inspection at www.hemscott.com/nsm.do.

Copies of the Scheme Document and the Prospectus will shortly be available for inspection by Carillion Shareholders at the offices of Carillion plc, Birch Street, Wolverhampton, WV1 4HY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

Copies of the Scheme Document and the Prospectus will shortly be available for inspection by Eaga Shareholders at the offices of Eaga plc, Partnership House, Regent Farm Road

Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3AF during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

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 is proposed to be 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.

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Carillion Shares to be issued in connection with such offer will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Carillion does not intend to register any such New Carillion Shares or part thereof in the United States or to conduct a public offering of the New Carillion Shares in the United States.

DISCLOSURE REQUIREMENTS OF THE CODE

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 what is known as 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. 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 what is known as a "Dealing Disclosure".

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. 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 of the City Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m. (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 of the City Code.

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 of the City Code). 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 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 +44 (0)20 7638 0129.