TIDMCLLN TIDMEAGA
RNS Number : 1592F
Carillion PLC
19 April 2011
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.
Enquiries
Carillion plc +44 (0)1902 422 431
John McDonough, Chief Executive
Richard Adam, Group Finance Director
John Denning, Director Group Corporate
Affairs +44 (0)1902 316426
Lazard & Co., Limited (Financial Adviser) +44 (0)20 7187 2000
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Morgan Stanley & Co. International plc
(Joint Corporate Broker) +44 (0)20 7425 8000
Peter Moorhouse
Alastair Walmsley
Oriel Securities Limited (Joint Corporate
Broker) +44 (0)20 7710 7600
David Arch
Finsbury (PR Adviser) +44 (0)20 7251 3801
James Murgatroyd
Gordon Simpson
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.
END
507356208
This information is provided by RNS
The company news service from the London Stock Exchange
END
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