Statement re Possible Offer

RNS Number : 1194K

Northumbrian Water Group PLC

11 July 2011

 



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 THAT JURISDICTION

This announcement is made under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). It does not represent the announcement of a firm intention to make an offer under Rule 2.5 of the Code. Accordingly, there can be no certainty that an offer will ultimately be made, nor as to the terms on which any offer might be made.

For immediate release                                                                                                                                         11 July 2011

Northumbrian Water Group Plc ('Northumbrian Water' or the 'Company')

Statement regarding possible offer for Northumbrian Water by Cheung Kong Infrastructure Holdings Limited ('CKI')

Following the announcement on 1 July 2011 that Northumbrian Water had received a non-binding indicative proposal from CKI, Northumbrian Water now announces that CKI has made a revised non-binding proposal at 465 pence in cash per ordinary share for the Company.

Under the terms of the proposal, Northumbrian Water shareholders will remain entitled to receive the net final dividend of 9.57 pence per share in respect of the year ended 31 March 2011, due to be paid on 9 September 2011 to shareholders on the register on 12 August 2011 (subject to the approval of the dividend at the Company's Annual General Meeting on 28 July 2011).

CKI has indicated to the Board of Northumbrian Water that it will have completed the sale of Cambridge Water prior to any announcement of a firm intention to make an offer for Northumbrian Water.

The Board of Northumbrian Water has agreed to grant CKI a limited period to undertake confirmatory due diligence.

There can be no certainty that any offer will be made for Northumbrian Water, nor as to the terms on which any offer might be made.  CKI has reserved the right to make an offer at a price lower than 465 pence per ordinary share in the event that the Board of Northumbrian Water agrees and recommends an offer at the reduced price.  This announcement is being made with the consent of CKI. 

 A further announcement will be made as and when appropriate.

Enquiries:

Deutsche Bank AG                                                                                                              [phone]

Alan Brown, Omar Faruqui, Martyn Nicholas

Martin Pengelley (Corporate Broking)

Pelham Bell Pottinger                                                                                                          [phone]

James Henderson

Archie Berens

Deutsche Bank AG ('Deutsche Bank') is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch (and its affiliates) are acting as financial adviser to Northumbrian Water and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Northumbrian Water for providing the protections afforded to clients of Deutsche Bank AG, London Branch (or its affiliates), nor for providing advice in relation to any matter referred to herein.

Dealing Disclosure Requirements

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 the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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].

 

END

 

 

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