Acquisition of Mansell
Balfour Beatty PLC
19 November 2003
Not for release, publication or distribution in, into or from the United States,
Australia, Canada or Japan
19 November 2003
BALFOUR BEATTY LAUNCHES £42M RECOMMENDED CASH OFFERS FOR MANSELL,
A LEADING UK CONSTRUCTION AND CONSTRUCTION SERVICES COMPANY
Acquisition of quality construction business will strengthen presence in
key sectors of UK building market
K E Y P O I N T S
• Acquisition will take Balfour Beatty into markets complementary to its
existing footprint with an established high quality business
• Excellent fit in terms of geography, sector and project size
• Provides strong presence with high-quality customers in key
refurbishment and new build markets in both the public and private
sectors
• Mansell has defined products, including social housing and fit-out,
and has developed a strong, sustainable business base through
framework and partnering agreements
• Existing framework contracts offer potential for over £1 billion of
future work
• Mansell has a record of consistent underlying profit performance and
substantial cash balances
• Earnings enhancing
Commenting on the Offers, Balfour Beatty Chief Executive, Mike Welton, said
today:
'The acquisition of Mansell offers Balfour Beatty the opportunity to take a
substantial position in sections of the UK building market in which we currently
do not operate, through an established, high-quality business. It also brings a
wide range of blue-chip customer relationships through long-term framework and
partnership contracts.'
Not for release, publication or distribution in, into or from the United States,
Australia, Canada or Japan
19 November 2003
BALFOUR BEATTY LAUNCHES £42M RECOMMENDED CASH OFFERS FOR MANSELL,
A LEADING UK CONSTRUCTION AND CONSTRUCTION SERVICES COMPANY
Acquisition offers entry into important growth markets and
delivers a wide range of long-term blue-chip customer relationships
Balfour Beatty, the international engineering, construction and services group,
announces today that the boards of Balfour Beatty and Mansell have agreed the
terms of recommended cash offers for Mansell, the UK construction and
construction services company ('the Offers'). The Offers comprise 136p for
every Ordinary Share and Preferred Ordinary Share and 30.5p for every 'A'
Ordinary Share of Mansell, which in aggregate values the entire issued share
capital of Mansell at approximately £42 million.
Mansell is one of the UK's leading construction and construction services
companies, operating throughout the UK. Its principal operations include both
new build and repair and improvement and are focussed on a number of selected
market sectors, notably social housing, fit-out, education, health, airports,
defence, heritage and telecommunications. Mansell has pursued a strategy of
focussing on specific products and developing sustainable business through
framework and partnering contracts.
In the year ended 31 December 2002, Mansell had sales of £511 million and
operating profits of £10 million from continuing businesses. In the first half
of 2003, Mansell delivered strong growth and a solid financial performance
across its business. At 31 December 2002, Mansell had net assets of £20
million. During the year ended 31 December 2002, Mansell had an average net
cash balance of £15 million, and during 2003 an average net cash balance of
approximately £20 million. However, Mansell will be bearing £3.5 million of
employee and transaction costs which it has incurred. Mansell employs 2,430
people and operates from 29 locations throughout the UK.
The Offers take full account of the Mansell pensions deficits, which are
currently estimated for Balfour Beatty at approximately £30 million, after tax
relief, on an actuarial basis. It is anticipated that the acquisition will be
accretive to Balfour Beatty's earnings before goodwill amortisation in 2004 and
beyond(1).
Commenting on the Offers, Balfour Beatty Chief Executive, Mike Welton, said
today:
'The acquisition of Mansell offers Balfour Beatty the opportunity to take a
substantial position in sectors of the UK building market in which we currently
do not operate, through an established, high-quality business. For example, it
gives Balfour Beatty a position in social housing, an area of increasing
Government expenditure, and in the fit-out market. It also brings a wide range
of blue-chip customer relationships through long-term framework and partnership
contracts in market areas almost entirely complementary to Balfour Beatty's
current activities, which focus on large, complex, multidisciplinary building
projects.'
Eric Anstee, Chairman of Mansell, commented as follows:
'The Offers by Balfour Beatty provide our shareholders with the best opportunity
to realise the value of their investment in Mansell for cash at a fair price.
We also believe that Mansell will be better placed to develop its business with
the benefit of the greater capital resources of the enlarged Balfour Beatty
Group. The fact that Balfour Beatty is taking responsibility for our pension
liabilities provides considerably greater certainty for the company and its
employees than would be the case if Mansell remained independent.'
Some 65 per cent. of Mansell's current business is for the public sector,
including a growing social housing business with annual sales of approximately
£110 million. Mansell's long-term partnerships include framework agreements
with BAA, BT, Ministry of Defence, Department for Work and Pensions, Unite and a
number of large housing associations, including Places for People, Home Housing
and Southern Housing. Prospective on-going work from Mansell's current
framework agreements amounts to in excess of £1 billion. Mansell will continue
to operate as a stand-alone business within the enlarged Balfour Beatty Group.
Balfour Beatty's overall trading position remains in line with the position
reported at the time of the Group's interim results announcement in August 2003.
UK expenditure on public buildings, public infrastructure and physical asset
maintenance continues to grow through both publicly and privately financed
projects. Radical change in Network Rail's network management policy continues.
In its markets outside the UK, Balfour Beatty sees continuing major
infrastructure investment in the US, Italy, the Middle East and Hong Kong.
Balfour Beatty remains confident that it will deliver further progress in
performance and shareholder value in 2003 and beyond.
Irrevocable undertakings have been received from the directors of Mansell and
certain institutional shareholders to accept the Offers in respect of
approximately 18.4 per cent. of the existing issued Ordinary Shares, 100.0 per
cent. of the existing issued 'A' Ordinary Shares and approximately 47.6 per
cent. of the existing issued Preferred Ordinary Shares. In addition, Balfour
Beatty has received non-binding letters of intent from three shareholders
indicating their current intention to accept the Offers in respect of their
holdings of, in aggregate, approximately 12.7 per cent. of the existing issued
Ordinary Shares and approximately 6.1 per cent. of the existing issued Preferred
Ordinary Shares.
The directors of Mansell, who have been so advised by UBS, consider the terms of
the Offers to be fair and reasonable and intend unanimously to recommend that
Mansell Shareholders accept the Offers as they have irrevocably undertaken to do
themselves. The offer document will be posted to Mansell Shareholders shortly
and contains a letter to Mansell Shareholders from Eric Anstee, Mansell
Chairman, setting out further details of the background to, and reasons for, the
Offers.
The Offers will be made by Citigroup on behalf of Balfour Beatty. The
conditions to and certain further terms of the Offers are set out in Appendix I
to the full press announcement.
(1) This statement should not be construed as a profit forecast or be
interpreted to mean that the future earnings per share of Balfour Beatty will
necessarily match or exceed earnings per share for completed financial periods.
ENDS
General Enquiries:
Balfour Beatty 020 7216 6884
Tim Sharp, Head of Corporate Communications
Citigroup 020 7986 4000
Jan Skarbek
Antony Green
Mansell 020 8655 5430
Philip Cleaver, Chief Executive 07753 829 951 (Mobile)
UBS Investment Bank 020 7567 8000
Adrian Haxby
Trevor Rolfe
This summary should be read in conjunction with and is subject to the full text
of the announcement.
Terms used in this summary shall have the meaning given to them in Appendix II
to the full announcement. The Offer Document and the Form(s) of Acceptance will
be posted to Mansell Shareholders as soon as practicable and, in any event,
within 28 days of this announcement.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offers or otherwise. The Offers will be made solely by the
Offer Document and the Form(s) of Acceptance accompanying the Offer Document,
which will contain the full terms and conditions of the Offers, including
details of how the Offers may be accepted.
Unless otherwise determined by Balfour Beatty, the Offers will not be made,
directly or indirectly, in or into, any Restricted Jurisdiction and the Offers
cannot and will not be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, directly or indirectly, mailed or otherwise distributed, forwarded or
sent in or into or from any Restricted Jurisdiction, and persons receiving this
announcement (including custodians, nominees or trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdictions as doing so
may invalidate any purported acceptance of the Offers.
Citigroup is acting for Balfour Beatty and no one else in connection with the
Offers and will not be responsible to anyone other than Balfour Beatty for
providing the protections offered to clients of Citigroup nor for providing
advice in relation to the Offers.
UBS is acting for Mansell and no one else in connection with the Offers and will
not be responsible to anyone other than Mansell for providing the protections
offered to clients of UBS nor for providing advice in relation to the Offers.
Not for release, publication or distribution in, into or from the United States,
Australia, Canada or Japan
19 November 2003
RECOMMENDED CASH OFFERS
BY
CITIGROUP
ON BEHALF OF
BALFOUR BEATTY PLC
FOR
MANSELL PLC
1. Introduction
The boards of Mansell and Balfour Beatty are pleased to announce that they have
agreed the terms of recommended cash offers for Mansell. The Offers to acquire
the entire issued and to be issued share capital of Mansell will be made by
Citigroup on behalf of Balfour Beatty.
2. The Offers
The Offers, which will be subject to the conditions set out in Appendix I and
those to be set out in the Offer Document and the Forms of Acceptance, will be
made on the following basis:
For each Ordinary Share 136 pence in cash
The Ordinary Shares Offer values the issued ordinary share capital of Mansell at
approximately £34.7 million.
For each Preferred Ordinary Share 136 pence in cash
The Preferred Ordinary Shares Offer values the issued preferred ordinary share
capital of Mansell at approximately £1.1 million.
For each 'A' Ordinary Share 30.5 pence in cash
The 'A' Ordinary Shares Offer values the issued 'A' ordinary share capital of
Mansell at approximately £6.1 million.
In aggregate, the total consideration offered for the entire issued share
capital of Mansell pursuant to the Offers is approximately £41.9 million.
3. Recommendation
The directors of Mansell, who have been so advised by UBS, consider the terms of
the Offers to be fair and reasonable. In providing advice to the directors of
Mansell, UBS has taken into account the directors' commercial assessments.
Accordingly, the directors of Mansell recommend that Mansell Shareholders accept
the Offers as they have irrevocably undertaken to do in respect of their entire
beneficial holdings of Mansell Shares.
4. Loan Note Alternative
Mansell Shareholders (other than certain overseas shareholders) who validly
accept the Offers will be able to elect to receive Loan Notes instead of some or
all of the cash to which they would otherwise become entitled under the terms of
the Offers. The Loan Note Alternative will be made available on the following
basis:
for every whole £1 in cash consideration £1 nominal value of Loan Notes
The Loan Notes, which will be governed by English law, will be unsecured and
will be issued credited as fully paid in amounts and integral multiples of £1
nominal value. All fractional entitlements to the Loan Notes will be
disregarded. No application will be made for the Loan Notes to be issued or
dealt in on any stock exchange but they will be transferable subject to certain
restrictions to be set out in the instrument constituting the Loan Notes. The
Loan Notes will be guaranteed by HSBC Bank plc.
The Loan Notes will carry interest at 0.75 per cent. below six-month sterling
LIBOR. Interest will be payable by half-yearly instalments in arrears (less any
tax) on 30 June and 31 December in each year. The first payment of interest will
be made on 30 June 2004 (the 'First Payment Date'). On the First Payment Date,
interest will be paid in respect of the period from (and including) the date of
issue of the relevant Loan Notes to (but excluding) the First Payment Date. The
Loan Notes will be redeemable in whole or in part for cash at the option of
noteholders on the First Payment Date and subsequent interest payment dates
(provided that no Loan Notes may be redeemed within six months of their date of
issue). In certain circumstances, Balfour Beatty will have the right to redeem
all of the Loan Notes. If not previously redeemed, the final redemption date
will be 31 December 2008.
No Loan Notes will be issued unless, on or before the date on which the Offers
become or are declared unconditional in all respects, valid elections have been
received in respect of at least £500,000 in nominal value of Loan Notes. If
insufficient elections are received, Mansell Shareholders electing for the Loan
Note Alternative will instead receive cash in accordance with the terms of the
Offers.
Subject as aforesaid, the Loan Note Alternative will remain open for acceptance
for so long as the Offers remain open for acceptance. The Loan Note Alternative
will be conditional upon the Offers becoming or being declared unconditional in
all respects.
Citigroup, the financial adviser to Balfour Beatty, has advised that based on
market conditions on 18 November 2003 (the last practicable date prior to this
announcement), in its opinion, if the Loan Notes had been in issue on that date,
the value of each £1 nominal value of Loan Notes would have been approximately
96 pence.
5. Irrevocable undertakings
Balfour Beatty has received irrevocable undertakings from the directors of
Mansell to accept the Offers in relation to their entire beneficial holdings of,
in aggregate, 918,250 Ordinary Shares and 100 Preferred Ordinary Shares. These
shareholdings represent approximately 3.6 per cent. of the existing issued
Ordinary Shares and approximately 0.01 per cent. of the existing issued
Preferred Ordinary Shares. The terms of the irrevocable undertakings given by
the directors of Mansell require acceptance of the Offers (unless the Offers are
withdrawn or lapse) even in the event of a competing offer from a third party.
Balfour Beatty has also received irrevocable undertakings from each of Highland
and Universal Securities Limited, Noble Grossart Investments Limited, Royal Bank
Investments Limited, 3i plc and 3i Edith plc to accept the Offers in relation to
their shareholdings in Mansell as set out below.
Shareholder Ordinary Preferred 'A' Ordinary
Shares Shares
Ordinary
Shares
Highland and Universal Securities Limited - - 6,666,666
Noble Grossart Investments Limited - - 6,666,668
Royal Bank Investments Limited - - 6,666,666
3i plc 1,971,432 190,403 -
3i Edith plc 1,813,124 190,402 -
The shareholdings set out above represent approximately 14.8 per cent. of the
existing issued Ordinary Shares, approximately 47.6 per cent. of the existing
issued Preferred Ordinary Shares and 100.0 per cent. of the existing issued 'A'
Ordinary Shares. The terms of the irrevocable undertakings given by Highland and
Universal Securities Limited, Noble Grossart Limited, Royal Bank Investments
Limited, 3i plc and 3i Edith plc require acceptance of the Offers (unless the
Offers are withdrawn or lapse) except in the event that a competing offer with a
total consideration of ten per cent. or more above that offered by Balfour
Beatty is made by a third party.
Balfour Beatty has also received non-binding letters of intent from three
shareholders in which such shareholders have expressed their current intention
to accept the Offers in respect of their holdings of, in aggregate, 3,241,893
Ordinary Shares and 48,390 Preferred Ordinary Shares. These shareholdings
represent approximately 12.7 per cent. of the existing issued Ordinary Shares
and approximately 6.1 per cent. of the existing issued Preferred Ordinary
Shares.
6. Background to and reasons for the Offers
The acquisition of Mansell offers Balfour Beatty the opportunity to take a
substantial position in sectors of the UK building market in which it currently
does not operate, through an established, high-quality business. For example,
it gives Balfour Beatty a position in social housing, an area of increasing
Government expenditure, and in the fit-out market. It also brings a wide range
of blue-chip customer relationships through long-term framework and partnership
contracts in market areas almost entirely complementary to Balfour Beatty's
current activities, which focus on large, complex, multi-disciplinary building
projects.
Some 65 per cent. of Mansell's current business is for the public sector,
including a growing social housing business with annual sales of approximately
£110 million. Mansell's long-term partnerships include framework agreements
with BAA, BT, Ministry of Defence, Department for Work and Pensions, Unite and a
number of large housing associations, including Places for People, Home Housing
and Southern Housing. Prospective on-going work from Mansell's current
framework agreements amounts to in excess of £1 billion. Mansell will continue
to operate as a stand-alone business within the enlarged Balfour Beatty Group.
Specifically, Balfour Beatty believes that the acquisition of Mansell will
confer a number of significant benefits, as follows:
• the acquisition will take Balfour Beatty into markets complementary
to its existing footprint with an established high quality business
• it is an excellent fit in terms of geography, sector and project
size
• it will provide a strong presence with high-quality customers in key
refurbishment and new build markets in both the public and private sectors
• Mansell has defined products, including social housing and fit-out,
and has developed a strong, sustainable business base through framework and
partnering agreements
• existing framework contracts offer potential for over £1 billion of
future work
• Mansell has a record of consistent underlying profit performance and
substantial cash balances
• it is anticipated that the acquisition will be accretive to Balfour
Beatty's earnings before goodwill amortisation in 2004 and beyond(1) .
7. Information on Mansell
Mansell is one of the UK's leading construction and construction services
companies, operating throughout the UK. Its principal operations include both
new build and repair and improvement and are focussed on a number of selected
market sectors, notably social housing, fit-out, education, health, airports,
defence, heritage and telecommunications. Mansell has pursued a strategy of
focussing on specific products and developing sustainable business through
framework and partnering contracts.
In the year ended 31 December 2002, Mansell had sales of £511 million and
operating profits of £10 million from continuing businesses. In the first half
of 2003, Mansell delivered strong growth and a solid financial performance
across its business. During the year ended 31 December 2002, Mansell had an
average net cash balance of £15 million, and during 2003 an average net cash
balance of approximately £20 million. However, Mansell will be bearing £3.5
million of employee and transaction costs which it has incurred. Mansell
employs 2,430 people and operates from 29 locations throughout the UK.
For the year ended 31 December 2002, Mansell reported total group profit on
ordinary activities before tax of £3,000 (2001: £7.69 million) on total group
turnover of £529 million (2001: £492 million). As at 31 December 2002, Mansell
had net assets of £20.0 million (2001: £18.8 million).
For the six months to 30 June 2003, Mansell reported total group profit on
ordinary activities before tax of £4.38 million (2002: £3.89 million) on total
group turnover of £265 million (2002: £241 million). As at 30 June 2003, Mansell
had net assets of £21.9 million (2002: £20.4 million).
8. Information on Balfour Beatty
Balfour Beatty serves the international markets for rail, road and utility
systems, buildings and complex structures.
In building, building management and services Balfour Beatty is an international
specialist in the design, construction, equipping, maintaining and management of
buildings and selected aspects of their internal environment with operations in
the UK and US and reported turnover, including Balfour Beatty's share of joint
ventures and associates, in the year ended 31 December 2002 of £1,123 million.
This segment's UK operations include Balfour Beatty Construction which designs
and constructs buildings, Balfour Kilpatrick, the electrical engineering and
mechanical services contractor, Haden Young, the building services company, and
Haden Building Management, the building and facilities management company.
Balfour Beatty is a leading provider of civil and other specialist engineering,
design and management services, principally in transport, energy and water, with
operations in the UK, US and Hong Kong with turnover, including Balfour Beatty's
share of joint ventures and associates in the year ended 31 December 2002 of
£1,347 million.
Balfour Beatty is an international leader in the design, construction,
equipping, maintenance and renewal of rail assets and systems, with operations
in the UK, US, Germany and Italy and turnover, including Balfour Beatty's share
of joint ventures and associates in the year ended 31 December 2002 of £838
million. Balfour Beatty also promotes and invests in privately funded
infrastructure projects and developments in selected sectors in the UK.
For the year ended 31 December 2002, Balfour Beatty reported turnover, including
share of joint ventures and associates, of £3,441 million (2001: £3,071
million), group turnover of £3,100 million (2001: £2,734 million), profit before
amortisation of goodwill (£21 million-2001: £12 million), exceptional items and
taxation of £118 million (2001: £102 million) and profit before taxation of £88
million (2001: £103 million). Consolidated net assets of Balfour Beatty as at 31
December 2002 were £193 million (2001: £185 million).
Balfour Beatty's overall trading position remains in line with the position
reported at the time of the Group's interim results announcement in August 2003.
UK expenditure on public buildings, public infrastructure and physical asset
maintenance continues to grow through both publicly and privately financed
projects. Radical change in Network Rail's network management policy continues.
In its markets outside the UK, Balfour Beatty sees continuing major
infrastructure investment in the US, Italy, the Middle East and Hong Kong.
Balfour Beatty remains confident that it will deliver further progress in
performance and shareholder value in 2003 and beyond.
9. Financing of the Offers
The Offers will be financed from a combination of Balfour Beatty's existing
committed facilities and cash resources. The Offers are not conditional upon any
additional financing arrangements being put in place and Citigroup is satisfied
that the existing financial resources available to Balfour Beatty are sufficient
to satisfy full acceptance of the Offers.
10. Directors, management and employees
The board of Balfour Beatty has confirmed to the Mansell Board that, upon the
Offers becoming or being declared unconditional in all respects, the existing
employment rights, including pension rights, of all the employees of Mansell and
the Mansell Group will be fully safeguarded.
It has been agreed that, upon the Offers becoming or being declared
unconditional in all respects, the letters of appointment of Mansell's non-
executive directors, Eric E. Anstee, Peter R. Howell and The Rt. Hon. the Lord
Naseby, will terminate and each will resign from all appointments with the
Mansell Group.
11. Mansell Share Option Schemes
The Offers will extend to any Mansell Shares unconditionally allotted or issued
prior to the date on which the Offers close (or such earlier date as Balfour
Beatty may, subject to the Code or with the consent of the Panel, decide) as a
result of the exercise of Mansell Share Options granted under the Mansell Share
Option Schemes or otherwise. In addition, the Offers will extend to the Mansell
Shares held in the Quest and the Mansell Share Trust.
To the extent that such options have not been exercised in full or have lapsed,
it is intended that appropriate proposals will be made to the holders of options
under the Mansell Share Option Schemes either prior to or upon the Offers
becoming or being declared unconditional in all respects.
12. Inducement fee
It has been agreed between Mansell and Balfour Beatty that Mansell will pay to
Balfour Beatty a fee of £418,793 (being one per cent. of the aggregate value of
the Offers) if, prior to the withdrawal or lapse of the Offers, a higher
competing offer for Mansell is announced and such offer subsequently becomes or
is declared unconditional in all respects or is otherwise completed or if the
directors of Mansell recommend a higher competing offer.
13. Compulsory acquisition
If the Offers become or are declared unconditional in all respects, and assuming
sufficient acceptances in relation to each Class of Mansell Shares are received
and/or sufficient Mansell Shares are acquired, Balfour Beatty intends to apply
the provisions of sections 428 to 430F (inclusive) of the Companies Act to
acquire compulsorily any remaining Mansell Shares of each Class.
14. Overseas shareholders
The availability of the Offers to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Mansell Shareholders who are subject to the laws of any jurisdiction other than
the United Kingdom should inform themselves about and observe any applicable
requirements. Further details in relation to overseas shareholders will be
contained in the Offer Document.
Unless otherwise determined by Balfour Beatty, the Offers will not be made,
directly or indirectly, in or into, any Restricted Jurisdiction and the Offers
cannot and will not be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, directly or indirectly, mailed or otherwise distributed, forwarded or
sent in or into or from any Restricted Jurisdiction, and persons receiving this
announcement (including custodians, trustees or nominees) must not mail or
otherwise distribute or send it in, into or from such jurisdictions as doing so
may invalidate any purported acceptance of the Offers.
15. General
The Mansell Shares which are the subject of the Offers will be acquired by
Balfour Beatty fully paid and free from all liens, charges, equitable interests,
third party rights and interests and encumbrances and together with all rights
now or hereafter attaching thereto, including the right to receive all dividends
and other distributions (if any) declared, made or paid after the date of the
announcement of the Offers other than:
(i) the Interim Dividends which will be paid to the holders of Ordinary
Shares and Preferred Ordinary Shares recorded on the register as at 31 October
2003; and
(ii) dividends payable to the holders of the 'A' Ordinary Shares in
accordance with the Articles up to the date on which the 'A' Ordinary Shares
Offer is declared wholly unconditional.
The Offers will extend to all Mansell Shares which are unconditionally allotted
or issued prior to the date on which the Offers close (or such earlier date, not
being earlier than the date on which the Offers become or are declared wholly
unconditional, as Balfour Beatty may, subject to the Code or with the consent of
the Panel, decide) as a result of the exercise of options or rights granted
under the Mansell Share Option Schemes or otherwise.
The formal Offer Document and the Form(s) of Acceptance setting out the full
terms and conditions of the Offers will be posted to Mansell Shareholders and,
for information only, to holders of options under the Mansell Company Share
Option Scheme and the Mansell Executive Share Option Scheme. In deciding
whether or not to accept the Offers in respect of their Mansell Shares, Mansell
Shareholders should rely on the information contained in, and procedures
described in, the Offer Document and Form(s) of Acceptance.
The conditions to and certain further terms of the Offer are set out in Appendix
I to this announcement. Appendix II to this announcement contains definitions
of certain expressions used in this announcement.
(1) This statement should not be construed as a profit forecast or be
interpreted to mean that the future earnings per share of Balfour Beatty will
necessarily match or exceed earnings per share for completed financial periods.
General Enquiries:
Balfour Beatty 020 7216 6884
Tim Sharp, Head of Corporate Communications
Citigroup 020 7986 4000
Jan Skarbek
Antony Green
Mansell 020 8655 5430
Philip Cleaver, Chief Executive 07753 829 951 (Mobile)
UBS Investment Bank 020 7567 8000
Adrian Haxby
Trevor Rolfe
Terms used in this announcement shall have the meaning given to them in Appendix
II. The Offer Document and the Form(s) of Acceptance will be posted to Mansell
Shareholders as soon as practicable and, in any event, within 28 days of this
announcement.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offers or otherwise. The Offers will be made solely by the
Offer Document and the Form(s) of Acceptance accompanying the Offer Document,
which will contain the full terms and conditions of the Offers, including
details of how the Offers may be accepted.
Unless otherwise determined by Balfour Beatty, the Offers will not be made,
directly or indirectly, in or into, any Restricted Jurisdiction and the Offers
cannot and will not be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, directly or indirectly, mailed or otherwise distributed, forwarded or
sent in or into or from any Restricted Jurisdiction, and persons receiving this
announcement (including custodians, nominees or trustees) must not mail or
otherwise distribute or send it in, into or from such jurisdictions as doing so
may invalidate any purported acceptance of the Offers.
Citigroup is acting for Balfour Beatty and no one else in connection with the
Offers and will not be responsible to anyone other than Balfour Beatty for
providing the protections offered to clients of Citigroup nor for providing
advice in relation to the Offers.
UBS is acting for Mansell and no one else in connection with the Offers and will
not be responsible to anyone other than Mansell for providing the protections
offered to clients of UBS nor for providing advice in relation to the Offers.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
The Offers, which will be made by Citigroup on behalf of Balfour Beatty, will
comply with the applicable rules and regulations of the UK Listing Authority,
the London Stock Exchange and the Code, will be governed by English law and will
be subject to the jurisdiction of the Courts of England and Wales and will be
subject to the terms and conditions set out in this announcement and those in
the Offer Document and the Forms of Acceptance.
Part A. Conditions of the Offers
1. The Ordinary Shares Offer
The Ordinary Shares Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. (London time) on the first closing date of
the Offers (or such later time(s) and/or date(s) as Balfour Beatty may, with the
consent of the Panel or in accordance with the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lower percentage being greater
than 50 per cent. as Balfour Beatty may decide) in nominal value of Ordinary
Shares to which the Ordinary Shares Offer relates, provided that this condition
will not be satisfied unless Balfour Beatty, together with any member of Balfour
Beatty's Group, shall have acquired or agreed to acquire (whether pursuant to
the Ordinary Shares Offer or otherwise) Ordinary Shares carrying in aggregate
more than 50 per cent. of the voting rights then normally exercisable at a
general meeting of Mansell including for this purpose, to the extent (if any)
required by the Panel, any such voting rights attaching to any Ordinary Shares
that may be unconditionally allotted or issued before the Ordinary Shares Offer
becomes or is declared unconditional as to acceptances whether pursuant to the
exercise of any outstanding conversion or subscription rights or otherwise; and
for this purpose:
(i) any Ordinary Shares which have been unconditionally allotted but not
issued before the Ordinary Shares Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of any outstanding subscription
or conversion rights or otherwise, shall be deemed to carry the voting rights
they will carry upon their being entered in the register of members of Mansell;
(ii) the expression 'Ordinary Shares to which the Ordinary Shares Offer
relates' shall be construed in accordance with Sections 428 to 430F of the Act;
and
(iii) valid acceptances shall be treated as having been received in
respect of any Ordinary Shares which Balfour Beatty shall, pursuant to Section
429(8) of the Act, be treated as having acquired or contracted to acquire by
virtue of acceptance of the Ordinary Shares Offer;
(b) valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. (London time) on the first closing date of
the Offers (or such later time(s) and/or date(s) as Balfour Beatty may, with the
consent of the Panel or in accordance with the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lower percentage being greater
than 50 per cent. as Balfour Beatty may decide) in nominal value of Preferred
Ordinary Shares to which the Preferred Ordinary Shares Offer relates and, for
this purpose, the expression 'Preferred Ordinary Shares to which the Preferred
Ordinary Shares Offer relates' shall be construed in accordance with Sections
428 to 430F of the Act;
(c) valid acceptances being received (and not, where permitted,
withdrawn) by no later than 3.00 p.m. (London time) on the first closing date of
the Offers (or such later time(s) and/or date(s) as Balfour Beatty may, with the
consent of the Panel or in accordance with the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lower percentage being greater
than 50 per cent. as Balfour Beatty may decide) in nominal value of 'A' Ordinary
Shares to which the 'A' Ordinary Shares Offer relates and, for this purpose, the
expression 'A' Ordinary Shares to which the 'A' Ordinary Shares Offer relates'
shall be construed in accordance with Sections 428 to 430F of the Act;
(d) the passing at a validly called and quorate Extraordinary General
Meeting of Mansell (or at any adjournment thereof) of the Resolution;
(e) the passing at a validly called and quorate meeting of the holders of
the Preferred Ordinary Shares of the Class Resolution;
(f) (i) the Office of Fair Trading (the 'OFT') indicating in
terms satisfactory to Balfour Beatty that it does not believe that the proposed
acquisition of all or any of the Mansell Shares (the 'Transaction') creates a
relevant merger situation within the meaning of section 23 of the Enterprise Act
2002 ('EA'); or
(ii) the OFT indicating in terms satisfactory to Balfour Beatty that it
has decided not to refer the Transaction or any part of it to the Competition
Commission (the 'CC'); or
(iii) the period for considering any merger notice given to the OFT under
section 96 of the EA by Balfour Beatty having expired without any such reference
being made, provided that section 100 of the EA does not apply in relation to
such merger notice; or
(iv) where the Transaction or any part of it has been referred to the CC,
the CC deciding in terms satisfactory to Balfour Beatty that the Transaction or
the part referred to the CC may proceed,
provided that if the Secretary of State for Trade and Industry has given an
intervention notice under sub-section 42(2) of the EA in relation to the
Transaction or any part of it, the words 'the Secretary of State for Trade and
Industry or' shall be deemed to be included at the beginning of sub-clause (ii)
above and following the words 'where the Transaction or any part of it has been
referred to the CC,' in sub-clause (iv) above;
(g) no government or governmental, quasi-governmental, supranational,
statutory, regulatory or investigative body, trade agency, professional
association, institution, court or any statutory body or person whatsoever in
any jurisdiction (each a 'Third Party') having instituted, implemented or
threatened, or having announced its intention to institute or implement any
action, proceeding, suit, investigation, enquiry or reference or having made,
proposed or enacted any statute, regulation, decision or order, or having taken
any steps or required any action to be taken or information to be provided, or
having done anything which would, would be likely to or might reasonably be
expected to:
(i) make the Offers or their implementation or the acquisition or
proposed acquisition by Balfour Beatty or any members of the Wider Balfour
Beatty Group of any or all Mansell Shares, or the proposed acquisition of
control of Mansell by the Balfour Beatty Group void, unenforceable or illegal
under the laws of any jurisdiction, or restrict, prohibit or otherwise, directly
or indirectly, delay or otherwise interfere with the implementation of, or
impose additional conditions or obligations which are adverse with respect to,
or otherwise challenge, the Offers or the acquisition of any or all of the
Mansell Shares or control of Mansell by the Balfour Beatty Group;
(ii) as a result of the Offers, require, prevent or delay the divestiture
or alter the terms envisaged for any proposed divestiture by any member of the
Wider Balfour Beatty Group or by Mansell or by any members of the Wider Mansell
Group of all or any portion of their respective businesses, assets or property
or any shares or other securities (or equivalent) or impose any limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own their respective assets or property or any part thereof;
(iii) impose any limitation on, or result in a delay in, the ability of
any member of the Wider Balfour Beatty Group to exercise effectively, directly
or indirectly all or any rights of ownership in respect of Mansell Shares or
loans or securities convertible into shares or other securities (or the
equivalent) in any member of the Wider Mansell Group or to exercise voting or
management control over, Mansell or (to the extent Mansell has such rights) in
any member of the Wider Mansell Group or on the ability of any member of the
Wider Mansell Group to hold or to exercise effectively, directly or indirectly,
rights of ownership of shares (or the equivalent) in, or to exercise rights of
control over any business carried out by a member of the Wider Mansell Group;
(iv) save pursuant to the Offers or Part XIIIA of the Act, require any
member of the Wider Balfour Beatty Group or of the Wider Mansell Group to offer
to acquire any shares or other securities (or the equivalent) or interest in, or
any asset owned by, any third party;
(v) impose any limitation on the ability of any member of the Wider
Mansell Group or the Wider Balfour Beatty Group to integrate or co-ordinate its
business, or any part of it, with the business of any other members of the Wider
Balfour Beatty Group and/or the Wider Mansell Group;
(vi) result in any member of the Wider Mansell Group ceasing to be able to
carry on business under any name under which it presently does so; or
(vii) otherwise adversely affect the business, assets, liabilities,
profits, prospects, financial or trading position of any member of the Wider
Balfour Beatty Group or the Wider Mansell Group,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other steps under
the laws of any jurisdiction in respect of the Offers or the acquisition or
proposed acquisition of any Mansell Shares having expired, lapsed or been
terminated;
(h) all authorisations, orders, recognitions, consents, clearances (other
than merger clearances), certificates and licences ('Authorisations') necessary
for or in respect of the Offers or the proposed acquisition of any securities
in, or control of, Mansell by any member of the Wider Balfour Beatty Group
having been obtained in terms and in a form satisfactory to Balfour Beatty from
all appropriate Third Parties or persons with whom any member of the Wider
Mansell Group has entered into material contractual arrangements and all such
Authorisations necessary or appropriate to carry on the business of any member
of the Wider Mansell Group remaining in full force and effect at the time the
Offers become otherwise unconditional in all respects and there being no notice
of any intention to revoke or amend or not to renew the same at the time at
which the Offers become otherwise unconditional;
(i) save as publicly announced or as otherwise disclosed to Balfour
Beatty or its advisers in writing by Mansell prior to the date on which the
Offers are announced or in the Annual Report and Accounts or in the Interim
Results, there being no provision of any agreement, arrangement, lease, licence,
permit or other instrument to which any member of the Wider Mansell Group is a
party or by or to which any such member or any of its assets may be bound,
entitled or subject and which, in consequence of the Offers or the proposed
acquisition of Mansell Shares by Balfour Beatty or any member of the Wider
Balfour Beatty Group could or might result in:
(i) any monies borrowed by, or any indebtedness or liability (actual or
contingent) of, or grant available to any member of the Wider Mansell Group
becoming repayable or capable of being declared repayable immediately or prior
to their or its maturity or repayment date stated in such agreement,
arrangement, lease, licence, permit or instrument, or the ability of any such
member to borrow monies or to incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest, wherever existing or having arisen over the whole or any part
of the business, property or assets of any member of the Wider Mansell Group or
any such mortgage, charge or other security interest (whenever arising or having
arisen) becoming enforceable;
(iii) any such agreement, arrangement, lease, licence, permit or other
instrument or the rights, liabilities, obligations or interests thereunder being
terminated or adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(iv) any assets or interests of, or any asset the use of which is enjoyed
by, any member of the Wider Mansell Group being or falling to be disposed of or
charged or ceasing to be available to any member of the Wider Mansell Group or
any right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any member of the Wider
Mansell Group otherwise than in the ordinary course of business;
(v) the rights, liabilities, obligations or interests of any member of
the Wider Mansell Group under any such arrangement, agreement, lease, licence,
permit or other instrument in or with any person, firm or body or the business
of any member of the Wider Mansell Group with any person, firm or body (or any
arrangements relating to such interests or business) being terminated or
adversely modified or affected;
(vi) any member of the Wider Mansell Group ceasing to be able to carry on
business under any name under which it at present does so;
(vii) the respective value or financial or trading position, profits or
prospects of any member of the Wider Mansell Group being prejudiced or adversely
affected; or
(viii) the creation of any liability, actual or contingent, by any member
of the Wider Mansell Group otherwise than in the ordinary course of business and
no event having occurred which, under any provision of any agreement,
arrangement, lease, licence, permit or other instrument to which any member of
the Wider Mansell Group is a party or by or to which any such member or any of
its assets may be bound, entitled or subject, would result in any of the events
or circumstances as are referred to in sub-paragraphs (i) to (vii) of this
condition 1(i);
(j) no member of the Wider Mansell Group having since 31 December 2002
(being the date to which the last published audited report and accounts of
Mansell were made up), save as disclosed in such report and accounts or in the
Interim Results or as otherwise disclosed in writing to Balfour Beatty prior to
the date on which the Offers are announced:
(i) issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue of additional shares of any class,
or securities convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities
(save for issues to Mansell or wholly owned subsidiaries of Mansell, or upon any
exercise of options granted before the time of the announcement of the Offers
under the Mansell Share Option Schemes);
(ii) other than the Interim Dividends, the dividends owed to the holders
of the 'A' Ordinary Shares in accordance with the Articles and the dividends
paid or payable to another member of the Mansell Group, recommended, declared,
paid or made or proposed to recommend, declare, pay or make any bonus, dividend
or other distribution whether payable in cash or otherwise;
(iii) save for transactions between two or more members of the Mansell
Group ('intra-Mansell Group transactions'), made or authorised, proposed or
announced its intention to authorise or propose any change to its loan capital;
(iv) save for intra-Mansell Group transactions and transactions in the
ordinary course of business, implemented, authorised, proposed or announced its
intention to propose any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of shares in, or a part of the business
of, any undertaking or undertakings;
(v) other than in the ordinary course of business, acquired or disposed
of, transferred, mortgaged or encumbered any assets or any right, title or
interest in any asset (including shares and trade investments);
(vi) issued, authorised or proposed or announced an intention to authorise
or propose, the issue of any debentures or (save for intra-Mansell Group
transactions) incurred or increased any indebtedness or become subject to any
contingent liability otherwise than in the ordinary course of business;
(vii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure, trading
obligations or otherwise) which is of a loss making, onerous or unusual nature
or magnitude or which would be restrictive in any material respect on the
business of any member of the Mansell Group or the Balfour Beatty Group;
(viii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary the terms of, or make any offer (which remains
open for acceptance) to enter into or vary the terms of, any service agreement
or agreement for services with any director or senior executive of Mansell or
varied or permitted a variation in the terms or rules governing the Mansell
Share Option Schemes;
(ix) entered into or changed or made any offer (which remains open for
acceptance) to enter into or change the terms of employment of any employee(s)
of any member of the Wider Mansell Group which is material in the context of the
Wider Mansell Group taken as a whole;
(x) repaid, purchased, redeemed or announced a proposal to purchase,
redeem or repay any of its own shares or other securities (or the equivalent) or
reduced or made any other change to or proposed the reduction or other change to
any part of its share capital save for any shares allotted upon the exercise of
options granted before the date on which the Offers are announced under the
Mansell Share Option Schemes;
(xi) save in the ordinary course of business, waived or compromised any
claim which is material in the context of the Wider Mansell Group taken as a
whole;
(xii) entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or arrangement
otherwise than in the ordinary course of business;
(xiii) terminated or varied the terms of any agreement or arrangement
between any member of the Mansell Group and any other person in a manner which
would or might be expected to have a material adverse effect on the financial
position or prospects of the Wider Mansell Group;
(xiv) made any alteration to its memorandum or articles of association or
other incorporation documents (other than the amendments to be effected by
virtue of the Resolution and the Class Resolution);
(xv) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business;
(xvi) proposed any voluntary winding-up;
(xvii) taken any corporate action or had any legal proceedings started,
instituted or threatened against it in respect of its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any of its assets
or revenues or any analogous proceedings in any jurisdiction or had any
analogous person appointed in any jurisdiction; or
(xviii) passed any resolution or made any proposal or announcement with
respect to, or to effect, any of the transactions, matters or events referred to
in this condition 1(j);
(k) save as disclosed to Balfour Beatty or its advisers prior to the date
on which the Offers are announced or as disclosed in the Annual Report and
Accounts or in the Interim Results or as publicly announced by Mansell prior to
the date on which the Offers are announced:
(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits of Mansell or the
members of the Wider Mansell Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider Mansell Group is or is likely to
become a party (whether as claimant or defendant or otherwise) and no
investigation by any Third Party against or in respect of any member of the
Wider Mansell Group having been threatened in writing or instituted or remaining
outstanding by, against or in respect of any member of the Wider Mansell Group,
which in any such case might reasonably be expected to have a material adverse
effect on the Wider Mansell Group taken as a whole; and
(iii) no contingent or other liability having arisen or become apparent to
Balfour Beatty, which might reasonably be expected to have a material adverse
effect on the Wider Mansell Group; and
(l) Balfour Beatty not having discovered (except as publicly announced
by Mansell prior to the date on which the Offers are announced or as disclosed
in writing to Balfour Beatty or its advisers) that the financial, business or
other information concerning the Wider Mansell Group which has been disclosed at
any time by or on behalf of any member of the Wider Mansell Group whether
publicly, to any member of the Wider Balfour Beatty Group or otherwise is
misleading, contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading.
2. The Preferred Ordinary Shares Offer
The Preferred Ordinary Shares Offer will be conditional upon the Ordinary Shares
Offer having become or been declared unconditional in all respects.
3. The 'A' Ordinary Shares Offer
The 'A' Ordinary Shares Offer will be conditional upon the Ordinary Shares Offer
having become or been declared unconditional in all respects.
4. General
For the purposes of the conditions set out in this Appendix I 'parent
undertaking', 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Act, but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4A of the Act.
Subject to the requirements of the Panel, Balfour Beatty reserves the right (but
shall be under no obligation) to waive, in whole or in part, all or any of the
above conditions apart from the conditions in paragraphs 1 (a), (b) and (c) of
this Appendix I.
Conditions 1(d) to (l) (inclusive) of this Appendix I must be fulfilled or,
where permitted, waived or, where appropriate, have been determined by Balfour
Beatty in its reasonable opinion to be or to remain satisfied by midnight
(London time) on the 21st day after the later of the first closing date and the
first date on which all of the conditions set out in paragraphs 1 (a), (b) and
(c) above are fulfilled (or in each such case such later date as the Panel may
agree). Balfour Beatty shall be under no obligation to waive (where permitted)
or treat as satisfied any of the conditions in paragraphs 1(d) to (l)
(inclusive) by a date earlier than the latest date specified above for the
satisfaction thereof, notwithstanding that the other conditions of the Offers
may at such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
If Balfour Beatty is required by the Panel to make an offer for Mansell Shares
under the provisions of Rule 9 of the Code, Balfour Beatty may make such
alterations to any of the above conditions, as are necessary to comply with the
provisions of that Rule.
Part B. Certain Further Terms of the Offers
None of Balfour Beatty, any member of the Balfour Beatty Group or Citigroup nor
any agent or director of any of them, nor any person acting on behalf of any of
the foregoing shall have any liability to any person for any loss or alleged
loss arising from any decision as to the treatment of acceptances of the Offers
or otherwise in connection therewith.
Save with the consent of the Panel, the Offers will lapse if the acquisition of
Mansell by Balfour Beatty is referred to the Competition Commission before the
later of 3.00 p.m. on the first closing date and the date on which the Ordinary
Shares Offer becomes or is declared unconditional in all respects. In such
circumstances, the Offers will cease to be capable of further acceptance and
persons accepting the Offers and Balfour Beatty shall thereupon cease to be
bound by acceptances delivered on or before the date on which the Offers so
lapse.
APPENDIX II
DEFINITIONS
''A' Ordinary Shares' the 'A' Ordinary Shares of 25 pence each in Mansell, as defined
as such in the Articles
''A' Ordinary Shares Offer' the Offer to be made by Citigroup for and on behalf of Balfour
Beatty to acquire the 'A' Ordinary Shares, as set out in
paragraph 2 of this announcement
'Annual Report and Accounts' the annual report and audited accounts of Mansell for the year
ended 31 December 2002
'Articles of Association' and 'Articles' the Articles of Association of Mansell as adopted by a special
resolution on 28 March 1996, as such may be amended from time
to time
'Balfour Beatty' Balfour Beatty plc, incorporated in England and Wales with
registered number 395826
'Balfour Beatty Group' Balfour Beatty plc and its subsidiary undertakings and, where
the context permits, each of them
'Business Day' a day, (excluding Saturdays, Sundays and public holidays) on
which banks are open for business in the City of London
'Citigroup' Citigroup Global Markets Limited of 33 Canada Square, London
E14 5LB
'Class' each class of shares in Mansell, being the Ordinary Shares, the
Preferred Ordinary Shares and the 'A' Ordinary Shares or any
one of such classes, as the context requires
'Class Meeting' the meeting of the holders of the Preferred Ordinary Shares to
be held on or about two days following the first closing date
'Class Resolution' the resolution proposed to be passed at the Class Meeting in
order to approve the amendments to be made to the Articles
pursuant to the Resolution to be proposed at the EGM
'Code' the City Code on Takeovers and Mergers
'Companies Act' or 'Act' the Companies Act 1985, as amended
'Conditions' the conditions to the Offers as set out in paragraphs 1(a) to 1
(l) (inclusive) of Appendix I to this announcement
'Extraordinary General Meeting' or 'EGM' the extraordinary general meeting of the Mansell Shareholders
to be held on or about two days following the first closing
date
'Forms of Acceptance' the forms of acceptance and authority for use by Mansell
Shareholders in connection with the Offers
'Interim Dividends' means the dividends declared and due to be paid in respect of
the Ordinary Shares and the Preferred Ordinary Shares on 30
November 2003, being the dividend of 3 pence per Ordinary Share
and the dividend of 3 pence per Preferred Ordinary Share
'Interim Results' the interim results of Mansell for the six months ended 30 June
2003
'Loan Notes' the unsecured loan notes which may be issued by Balfour Beatty
pursuant to the Loan Note Alternative, having the rights and
being subject to the restrictions set out in the Loan Note
Instrument
'Loan Note Alternative' the right of Mansell Shareholders (other than certain overseas
shareholders) to elect to receive Loan Notes instead of all or
part of the cash to which they would otherwise have been
entitled under the terms of the Offers
'Loan Note Instrument' the loan note instrument constituting the Loan Notes
'London Stock Exchange' the London Stock Exchange plc or its successor
'Mansell' or the 'Company' Mansell plc, incorporated in England and Wales with registered
number 265178
'Mansell Board' the board of directors of Mansell
'Mansell Company Share Option Scheme' the Mansell Company Share Option Scheme 1996
'Mansell Executive Share Option Scheme' the Mansell Executive Share Option Scheme 1996
'Mansell Group' or the 'Group' Mansell plc and its subsidiary undertakings and, where the
context permits, each of them
'Mansell Savings Related Share Option the Mansell Savings Related Share Option Scheme 1996
Scheme'
'Mansell Share Optionholders' holders of Mansell Share Options
'Mansell Share Options' share options granted pursuant to the Mansell Share Option
Schemes
'Mansell Share Option Schemes' the Mansell Savings Related Share Option Scheme, the Mansell
Executive Share Option Scheme and the Mansell Company Share
Option Scheme
'Mansell Share(s)' the Ordinary Shares, the Preferred Ordinary Shares and the 'A'
Ordinary Shares
'Mansell Shareholder(s)' or 'Shareholders holders of Mansell Shares
'
'Mansell Share Trust' the Mansell Share Trust constituted by a trust deed dated 21
June 1991 between R Mansell Limited and Noble Lowndes
Settlement Trustees Limited
'Noteholder' a holder of Loan Notes
'Offer Document the document to be addressed to Mansell Shareholders containing
and setting out the terms and conditions of the Offers
'Offers' the recommended offers to be made by Citigroup for and on
behalf of Balfour Beatty to acquire all the issued and to be
issued share capital of Mansell as described in this
announcement, including, where the context so requires, any
revision, variation, extension or renewal of such offers and
includes any election available in connection with it, and '
Offer' means any one of them
'Ordinary Shares' the Ordinary Shares of 25 pence each in Mansell, as defined as
such in the Articles
'Ordinary Shares Offer' the Offer to be made by Citigroup for and on behalf of Balfour
Beatty to acquire the Ordinary Shares, as set out in paragraph
2 of this announcement
'Panel' the Panel on Takeovers and Mergers
'Preferred Ordinary Shares' the Cumulative Convertible Participating Preferred Ordinary
Shares of 25 pence each in Mansell, as defined as such in the
Articles
'Preferred Ordinary Shares Offer' the Offer to be made by Citigroup for and on behalf of Balfour
Beatty to acquire the Preferred Ordinary Shares, as set out in
paragraph 2 of this announcement
'Quest' the Mansell Qualifying Employee Share Ownership Trust
constituted by a trust deed dated 6 September 1999 between
Mansell plc and Mansell QUEST Trustees Limited
'Receiving Agent' Computershare Investor Services PLC of PO Box 859, The
Pavilions, Bridgwater Road, Bristol BS99 1XZ
'Resolution' the resolution proposed to be passed at the EGM to amend the
Articles in order to enable the Mansell Shares acquired
pursuant to the Offers to be transferred to Balfour Beatty
'Restricted Jurisdiction' means any jurisdiction outside the United Kingdom in which:
i) the making and/or acceptance of the Offers;
ii) the making and/or acceptance of the Loan Note
Alternative;
iii) the circulation of the Offer Document and/or Form
(s) of Acceptance,
is either illegal or gives rise to additional obligations on,
or liabilities of, Balfour Beatty, Citigroup, the Receiving
Agent, members of their respective groups or professional
advisers to any of them
'sterling' or '£' or 'pence' the lawful currency for the time being in the UK
'Third Party' a government, governmental, quasi governmental, supranational,
statutory, regulatory or investigative body, trade agency,
court, professional association, or any other body or person in
any jurisdiction
'UBS' UBS Limited or UBS Investment Bank of 1 Finsbury Avenue, London
EC2M 2PP
'UK' or 'United Kingdom' United Kingdom of Great Britain and Northern Ireland
'UK Listing Authority' the Financial Services Authority acting in its capacity as the
competent authority for listing under Part VI of the Financial
Services and Markets Act 2000
'Wider Balfour Beatty Group' the Balfour Beatty Group and associated undertakings and any
other body corporate, partnership, joint venture or person in
which the Balfour Beatty Group and such undertakings
(aggregating their interests) have an interest of more than 20
per cent. of the voting or equity capital or the equivalent
'Wider Mansell Group' the Mansell Group and associated undertakings and any other
body corporate, partnership, joint venture or person in which
the Mansell Group and such undertakings (aggregating their
interests) have an interest of more than 20 per cent. of the
voting or equity capital or the equivalent
This information is provided by RNS
The company news service from the London Stock Exchange END
ACQBLBRTMMIBMLJ
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