TIDMHYC
RNS Number : 5366U
Hyder Consulting PLC
16 October 2014
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
16 October 2014
RECOMMENDED CASH OFFER
for
HYDER CONSULTING PLC
by
ARCADIS UK INVESTMENTS B.V.
a wholly-owned subsidiary of
ARCADIS N.V.
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court confirmation of Reduction in Capital and Scheme becomes
effective
Hyder Consulting PLC ("Hyder") and ARCADIS N.V. are pleased to
announce that the Scheme to effect the recommended cash acquisition
of Hyder by ARCADIS UK Investments B.V. ("AUK Investments"), a
wholly-owned subsidiary of ARCADIS N.V. has now become effective in
accordance with its terms. This follows confirmation today by the
Court of the Capital Reduction required to effect the
Acquisition.
As announced by Hyder on 16 October 2014, with effect from 7.30
a.m. on 16 October 2014, Hyder Shares were suspended from the
Official List of the UK Listing Authority and the London Stock
Exchange's main market for listed securities. The delisting of the
Hyder Shares from the premium listing of the Official List of the
UK Listing Authority and the cancellation of admission to trading
of the Hyder Shares on the London Stock Exchange's main market for
listed securities have been applied for and are expected to take
effect at 8.00 a.m. on 17 October 2014.
The consideration of 750 pence in cash per Hyder Share to be
paid to Scheme Shareholders pursuant to the terms of the Scheme is
expected to be dispatched (in the case of certificated holders of
Scheme Shares) or settled in CREST (in the case of uncertificated
holders of Scheme Shares) no later than 30 October 2014.
Capitalised terms, unless otherwise defined in this
announcement, have the meanings given to them in the Scheme
Document published on 2 September 2014.
Enquiries
ARCADIS Hyder
+31 (0) 20 201 1083 +44 (0) 203 014 9000
Joost Slooten Ivor Catto, Chief Executive
Russell Down, Group Finance Director
HSBC Bank plc (Financial Adviser Investec Bank plc (Financial
to ARCADIS) Adviser and Rule 3 Adviser to
Hyder)
+44 (0) 207 991 8888 +44 (0) 207 597 4000
Jurriaan de Munck Christopher Baird
James Pincus James Ireland
Alex Thomas Josh Levy
Rothschild (Financial Adviser Numis Securities Limited (Broker
to ARCADIS) to Hyder)
+44 (0) 207 280 5000 +44 (0) 207 260 1000
Paul Simpson David Poutney
Neil Thwaites James Serjeant
Jonathan Slaughter Stuart Skinner
Brunswick (Public Relations Adviser Citigate Dewe Rogerson (Public
to ARCADIS) Relations Adviser to Hyder)
+44 (0) 207 404 5959 +44 (0) 207 282 2945
Michael Harrison Tom Baldock
Azhar Khan
Marleen Geerlof
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation 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.
Investec Bank plc, which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to Hyder and no-one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Hyder for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
broker to Hyder and no-one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Hyder for providing the protections afforded to its
clients or for providing broking advice in connection with the
subject matter of this announcement.
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to ARCADIS and AUK Investments and for
no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
ARCADIS and AUK Investments for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to ARCADIS and AUK Investments and for
no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
ARCADIS and AUK Investments for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement or
availability of the Acquisition in jurisdictions other than the
United Kingdom may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should therefore
inform themselves of, and observe, any applicable requirements. Any
failure to comply with the restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the Takeover Code
and the information disclosed may not be the same as that which
would have been disclosed if this document had been prepared in
accordance with the laws of any jurisdiction outside the United
Kingdom.
The Acquisition relates to shares of an English public limited
company and is being effected by means of a scheme of arrangement
under the laws of England and Wales. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of tender offer rules or the laws of
other jurisdictions outside the United Kingdom.
The availability of the Acquisition to Hyder Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory
requirements.
Notice to US investors in Hyder
The Acquisition relates to the shares of an English public
limited company and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules.
It may be difficult for US holders of Hyder Shares to enforce
their rights and any claim arising out of the US federal laws,
since ARCADIS, AUK Investments and Hyder are each located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Hyder Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Publication on website
Copies of the announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
restricted jurisdictions, on the websites of ARCADIS' and Hyder's
at www.arcadis.com and www.hyderconsulting.com, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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