23 August 2007
August 23, 2007
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
Scheme of Arrangement, in relation to the recommended acquisition of Hanson,
Hanson announces that the Scheme of Arrangement (the "Scheme") in relation to
the recommended acquisition of Hanson PLC ("Hanson") by Lehigh UK Limited, a
wholly-owned direct subsidiary of HeidelbergCement AG, at a price of 1100 pence
per share has become effective. As previously advised the Scheme was sanctioned
by the High Court of Justice in England and Wales (the "Court") at a hearing
held on August 20, 2007. This followed approval of the Scheme, by the requisite
majorities of Hanson Shareholders, at the Court Meeting and the Extraordinary
General Meeting which were held on July 31, 2007.
Lehigh is required under the terms of the Scheme to despatch the consideration
pursuant to the Scheme not more than 14 days after the Effective Date.
Lehigh has also advised that valid elections for more than £40,000,000 of
nominal value of Loan Notes have been received and confirms that Loan Notes will
therefore be issued to those Hanson Shareholders so electing.
Capitalised terms used, but not defined, in this announcement have the same
meaning given to them in the circular posted to shareholders on June 25, 2007
(the "Scheme Document").
+44 (0)20 7245 1245
The 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 law of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This announcement
has been prepared for the purpose of complying with English law and the Code 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 of
jurisdictions outside the United Kingdom.
The availability of the Scheme Document to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Such persons
should inform themselves about and observe any applicable requirements of those
This announcement is not intended to and does not constitute, or form part of,
any offer or invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The
Proposals have been made solely through the Scheme Document, which contains the
full terms and conditions of the Proposals, including details of how to vote in
respect of the Proposals. Any response to the Proposals should be made only on
the basis of the information contained in the Scheme Document.
Rothschild, which is authorised and regulated by the Financial Services
Authority in the United Kingdom, is acting exclusively for Hanson and no one
else in connection with the Proposals and will not be responsible to anyone
other than Hanson for providing the protections offered to clients of Rothschild
nor for providing advice in relation to the Proposals or any other matters
referred to in this announcement.
The Loan Notes that may be issued pursuant to the Proposals have not been and
will not be registered under the Securities Act of 1933 as amended (the "
Securities Act") or under the relevant securities laws of any state or territory
or other jurisdiction of the United States. Accordingly, Loan Notes may not be
offered or sold in the United States, except in a transaction not subject to, or
in reliance on an exemption from, the registration requirements of the
Securities Act and such state securities laws.
Any Loan Notes which may be issued pursuant to the Proposals have not been and
will not be registered under the relevant securities laws of Japan and any
relevant clearances and registrations have not been, and will not be, obtained
from the securities commission of any province of Canada. No prospectus in
relation to the Loan Notes has been, or will be, lodged with, or registered
with, the Australian Securities and Investments Commission or the Japanese
Ministry of Finance. Accordingly, unless otherwise determined by Lehigh and
permitted by applicable law and regulation, the Loan Notes may not be offered,
sold, resold, transferred, delivered or distributed, directly or indirectly in
or into Canada, Australia or Japan or any other jurisdiction where to do so
would violate the laws of that jurisdiction or would require registration
thereof in such jurisdiction.
No other listing authority or equivalent has reviewed, approved or disapproved
this announcement, the Proposals or the Loan Notes nor has it expressed a view
on the accuracy or adequacy of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange