Eaga Acquisition - Result of Elections
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
19 April 2011
CARILLION PLC
RECOMMENDED ACQUISITION OF EAGA PLC BY CARILLION PLC
RESULT OF ELECTIONS UNDER THE SHARE ALTERNATIVE
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").
The Scheme Record Time has now passed. Carillion announces that valid Share Elections under the Share Alternative have been received in respect of 99,269,313 Scheme Shares (the "Elections Total").
Accordingly, subject to the Scheme becoming effective, all valid Share Elections will be satisfied in full and a total of 30,613,192 New Carillion Shares will be issued by Carillion to Scheme Shareholders validly electing for the Share Alternative pursuant to the terms of the Scheme.
In accordance with the terms of the Scheme, 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.
Carillion notes that the Court sanctioned the Scheme on 15 April 2011. In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Reduction of Capital at the Reduction of Capital Hearing, which is expected to take place today.
Subject to the Court confirming the capital reduction at the Reduction of Capital Hearing, it is expected that the Scheme will become effective on 20 April 2011 and that the listing of the Eaga Shares on the Official List will be cancelled, and the Eaga Shares will cease to be admitted to trading on the London Stock Exchange's main market for listed securities, at or about 8.00 a.m. on 21 April 2011.
If the Scheme becomes effective on 20 April 2011, it is expected that the listing of the New Carillion Shares on the Official List and the admission of the New Carillion Shares to trading on the London Stock Exchange's main market for listed securities will take effect at or about 8.00 a.m. on 21 April 2011.
The prospectus relating to the New Carillion Shares to be issued under the Scheme has been submitted to the National Storage Mechanism and is available for inspection at: www.Hemscott.com/nsm.do.
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.
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Enquiries |
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Carillion plc |
+44 (0)1902 422 431 |
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John McDonough, Chief Executive Richard Adam, Group Finance Director John Denning, Director Group Corporate Affairs |
+44 (0)1902 316426 |
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Lazard & Co., Limited (Financial Adviser) |
+44 (0)20 7187 2000 |
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Nicholas Shott Cyrus Kapadia Vasco Litchfield |
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Morgan Stanley & Co. International plc (Joint Corporate Broker) |
+44 (0)20 7425 8000 |
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Peter Moorhouse Alastair Walmsley |
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Oriel Securities Limited (Joint Corporate Broker) |
+44 (0)20 7710 7600 |
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David Arch |
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Finsbury (PR Adviser) |
+44 (0)20 7251 3801 |
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James Murgatroyd Gordon Simpson |
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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. 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. 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 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.
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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