Re Contract

RNS Number : 1202D

Carillion PLC

17 March 2011

 

17 March 2011

Carillion notes Eaga has signed equity and debt facility agreements for £300 million Solar Project.

Since announcing its proposed £306.5 million acquisition of Eaga plc on 11 February (the "Acquisition"), Carillion has supported Eaga in achieving financial close on a privately financed, £300 million project to install and provide life-time maintenance services for Solar Photovoltaic panels on the roofs of domestic dwellings in the UK. 

Carillion is therefore pleased to note the announcement made by Eaga today (reproduced in the Appendix to this announcement), which means this innovative major project can now proceed.

For further information

John Denning, Director Group Corporate Affairs, Carillion plc     [phone]

Finsbury

James Murgatroyd

Gordon Simpson                                                                   [phone]

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 47,000 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.

In the inaugural Sunday Times Best Green Companies Awards in May 2008, Carillion secured first place in the category for large and medium-sized companies with high environmental impact and second place overall.

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

Further Information

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. Shareholders of Carillion and Eaga are advised to read carefully the formal documentation in relation to the Acquisition. The proposals for the Acquisition are being made solely through the Scheme Document, which contains the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Please read carefully the Scheme Document in its entirety before making a decision with respect to the Acquisition. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document. Eaga Shareholders may obtain a further free copy of the Scheme Document from DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE.

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 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 has 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.

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.

                                                                                                       APPENDIX

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

17 March 2011

            Eaga plc ("Eaga")

Statement re: Signing of Equity and Facility Agreements of its £300m Solar Project ("the Solar Project")

Eaga is pleased to announce the signing of equity and debt financing documentation for its Solar Project. The Solar Project now has agreed funding of £300m to install Solar Photovoltaic ("PV") panels on the roofs of residential dwellings in the UK. This funding consists of equity totalling £75m, which will be invested by Eaga (£15 million), HSBC Environmental Infrastructure Fund and Barclays European Infrastructure Fund II (£30m each) in the newly created Special Purpose Vehicle company ("SPV"). Debt financing of £225m will be provided by a syndicate of five banks comprising HSBC, Lloyds, National Australia Bank Limited, RBS and Santander. The financing will be drawn down as the PV systems are installed and is subject to the satisfaction of certain customary conditions precedent.

The Solar Project uses an innovative structure, which enables private finance to deliver public policy and, as stated in their announcement of 11 February 2011, Carillion, who have made a recommended offer for Eaga, are highly supportive of the Solar Project and have supported and endorsed its signing.

Eaga will install the PV systems and also provide aftercare services for the SPV. It is expected that this Solar Project will install PV systems in over 30,000 homes and it opens the way for similar projects, given the scale of UK Government's targets for the installation of domestic renewable energy systems. Up to the date of this announcement Eaga has installed in excess of 1,000 solar PV systems, and it is intended that these will be transferred to the SPV in due course.

Eaga have received advice from J.P. Morgan Cazenove, Noble Grossart, Brewin Dolphin Corporate Advisory and Broking and DLA Piper in executing the transaction.

Eaga's Chief Executive, Drew Johnson said, "I am delighted that we have completed the finance raising of this ground breaking project which has been made possible by the support of all of our financing partners.  The pathfinder nature of the project has meant that it has taken longer than we expected to get to this stage, during which time we have had to carry significant costs to maintain our installation capability, but we are now uniquely positioned with both the financial resources and the operational capability to capitalise on this significant market opportunity".

For further information please contact:

Eaga plc

Drew Johnson, Chief Executive Officer

Giles Sharp, Chief Financial Officer

Neil Spann, Director of Investor Relations

0191 245 8501

MHP Communications

Andrew Jaques

Ian Payne

020 3128 8100

Notes to Editors

HSBC Environmental Infrastructure Fund

HSBC Environmental Infrastructure Fund is a closed-ended private equity fund which develops, sponsors, implements and invests in the equity of environmental infrastructure projects. The Fund is managed by HSBC Specialist Fund Management Limited ('HSFML'), which is authorised and regulated by the Financial Services Authority and is a wholly-owned subsidiary of HSBC Specialist Investments Limited. HSBC Specialist Investments Limited ('HSIL') is the dedicated property and infrastructure investment arm of HSBC. In 2010, following changes in the regulatory environment, HSBC announced plans to sell its private equity businesses. The senior management of HSIL has agreed to acquire an 80% interest in the Fund Management business with HSBC underpinning its continuing affiliation by retaining a 20% shareholding. It is expected that completion of the transfer will occur on or around the end of March 2011 once regulatory approvals and other consents have been obtained.

Barclays Infrastructure Funds

A business unit of Barclays Capital, Barclays Infrastructure Funds Management Limited has raised six funds from institutional investors since 1996 with total funds currently under management of approximately GBP1.2 billion. The investment objective of Barclays Infrastructure Funds is to generate significant long-term yield-based investment returns through its experience of investing in PFI, PPP and similarly financed social infrastructure projects in the UK and continental Europe.

The infrastructure and the buy-out sides of private equity at Barclays Capital have co-existed independently from one another under one license and trading name since 1996, when infrastructure investing was still in its infancy. Since that time, infrastructure as an asset class has matured significantly and investor familiarity has increased.

For further information about Barclays Infrastructure Funds, please visit http://www.barclaysinfrastructurefunds.com.

 

END

 

 

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