Offer Update
April 26 2010 - 10:17AM
UK Regulatory
TIDMBAB TIDMVTG
RNS Number : 8017K
Babcock International Group PLC
26 April 2010
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 SUCH JURISDICTION
For immediate release
26 April 2010
Recommended Acquisition of VT Group plc by Babcock International Group PLC
-Publication and Posting of Documentation
On 23 March 2010, the boards of Babcock International Group PLC ("Babcock") and
VT Group plc ("VT") announced that they had agreed the terms of a recommended
acquisition (the "Acquisition") by Babcock of the entire issued and to be issued
share capital of VT, to be effected by a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Documentation
The prospectus relating to the new shares to be issued by Babcock in connection
with the Acquisition (the "Prospectus"), together with the circular to be sent
to Babcock shareholders in connection with the Acquisition (the
"Babcock Circular"), have today been approved by the UK Listing Authority.
Accordingly, the Prospectus and the Babcock Circular will be made available on
Babcock's website (www.babcock.co.uk) later today, and Babcock shareholders will
shortly receive a copy of the Babcock Circular.
VT shareholders will shortly receive a scheme document in connection with the
Acquisition (the "Scheme Document") containing, among other information, a
letter from the Chairman of VT, a statutory explanatory statement, a timetable
of principal events and information on action to be taken by VT shareholders.
The Scheme Document will be made available on VT's website (www.vtplc.com) later
today.
Shareholder meetings
As set out in the Babcock Circular, a Babcock general meeting will be held to
allow Babcock shareholders to vote on the proposed resolution required to
approve and implement the Acquisition. In addition, as set out in the Scheme
Document, a Court meeting in connection with the Scheme and a VT general meeting
will be held to allow VT shareholders to vote on the proposed resolutions
required to approve and implement the Scheme. The key dates in respect of the
Babcock and VT meetings are as follows:
+---------------------------------------+-------------------------+
| Event | Time and/or date |
+---------------------------------------+-------------------------+
| Latest time for lodging of proxy | 2.00 p.m. on Monday 7 |
| forms for the Babcock general meeting | June 2010 |
+---------------------------------------+-------------------------+
| Latest time for lodging of proxy | 11.00 a.m. on Tuesday 8 |
| forms for the Scheme court meeting | June 2010 |
+---------------------------------------+-------------------------+
| Latest time for lodging of proxy | 11.15 a.m. on Tuesday 8 |
| forms for the VT general meeting | June 2010 |
+---------------------------------------+-------------------------+
| Babcock general meeting | 2.00 p.m. on Wednesday |
| | 9 June 2010 |
+---------------------------------------+-------------------------+
| Scheme court meeting | 11.00 a.m. on Thursday |
| | 10 June 2010 |
+---------------------------------------+-------------------------+
| VT general meeting | 11.15 a.m. on Thursday |
| | 10 June 2010 |
+---------------------------------------+-------------------------+
Commenting on the Acquisition, Mike Turner, the Chairman of Babcock said:
"Following our announcement on 20 April 2010 that Babcock had received clearance
in respect of the Acquisition under the US Hart-Scott Rodino Antitrust
Improvements Act, we are pleased to announce that, working together with VT, we
continue to make good progress towards completion of the Acquisition as swiftly
as possible, and in line with our anticipated timetable."
Enquiries:
+--------------------------------+------------------------------+
| Babcock International Group PLC |
+---------------------------------------------------------------+
| Peter Rogers, Chief Executive | Tel: +44 (0)20 7355 5300 |
+--------------------------------+------------------------------+
| Bill Tame, Group Finance | |
| Director | |
+--------------------------------+------------------------------+
| J.P. Morgan Cazenove (joint financial adviser and corporate |
| broker to Babcock) |
+---------------------------------------------------------------+
| Andrew Truscott | Tel: +44 (0)20 7588 2828 |
+--------------------------------+------------------------------+
| Malcolm Moir | |
+--------------------------------+------------------------------+
| Guy Marks | |
+--------------------------------+------------------------------+
| Christopher Dickinson | |
+--------------------------------+------------------------------+
| Evercore Partners (joint financial adviser to Babcock) |
+---------------------------------------------------------------+
| Bernard Taylor | Tel: +44 (0)20 7268 2700 |
+--------------------------------+------------------------------+
| Julian Oakley | |
+--------------------------------+------------------------------+
| VT Group plc | |
+--------------------------------+------------------------------+
| Paul Lester | Tel: +44 (0)23 8083 9001 |
+--------------------------------+------------------------------+
| Philip Harrison | |
+--------------------------------+------------------------------+
| Rothschild (financial adviser to VT) |
+---------------------------------------------------------------+
| Robert Leitão | Tel: +44 (0)20 7280 5000 |
+--------------------------------+------------------------------+
| Ravi Gupta | |
+--------------------------------+------------------------------+
| Merrill Lynch (corporate broker to VT) |
+---------------------------------------------------------------+
| Mark Astaire | Tel: +44 (0)20 7628 1000 |
+--------------------------------+------------------------------+
| Peter Brown | |
+--------------------------------+------------------------------+
Copies of the Prospectus, Babcock Circular and Scheme Document have been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at: The Financial Services Authority, 25 The North Colonnade, Canary
Wharf, London E14 5HS.
The Prospectus and the Babcock Circular are available for inspection at the
offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ.
The Scheme Document is available for inspection at the registered office of VT
at VT House, Grange Drive, Hedge End, Southampton, Hampshire SO30 2DQ and the
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
J.P. Morgan plc, which conducts its UK investment banking businesses as
J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by
the FSA, is acting as financial adviser to Babcock and no-one else in connection
with the contents of this announcement and will not be responsible to any person
other than Babcock for providing the protections afforded to customers of J.P.
Morgan plc nor for providing advice in relation to any matter referred to
herein.
Evercore Partners Limited is authorised and regulated in the United Kingdom by
the FSA, is acting as financial adviser to Babcock and for no-one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Babcock for providing the protections afforded
to clients of Evercore Partners Limited nor for providing advice in relation to
any matter referred to herein.
N. M. Rothschild & Sons Limited is authorised and regulated in the United
Kingdom by the FSA, is acting for VT and for no one else in connection with the
matters set out in this announcement and will not be responsible to anyone other
than VT for providing the protections afforded to clients of N M Rothschild &
Sons Limited nor for providing advice in relation to any matter referred to
herein.
Merrill Lynch International is authorised and regulated in the United Kingdom by
the FSA, is acting for VT and for no one else in connection with the matters set
out in this announcement and will not be responsible to anyone other than VT for
providing the protections afforded to clients of Merrill Lynch International nor
for providing advice in relation to any matter referred to herein.
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction. Shareholders of
Babcock and VT are advised to read carefully the formal documentation in
relation to the Acquisition once it has been despatched. The proposals of the
Acquisition will be made solely through the scheme document, which will contain
the full terms and conditions of the scheme of arrangement, including details of
how to vote with respect to the scheme of arrangement. Any response to the
proposals should be made only on the basis of the information in the scheme
document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City Code on Takeover and Mergers and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of any jurisdiction
outside of England.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on 4 May 2010. Relevant persons who deal
in the relevant securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
A copy of this announcement will be available on Babcock's website at
(www.babcock.co.uk) and VT's website (www.vtplc.com), in each case, by no later
than 12 noon (London time) on 27 April 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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