RNS Number:7865B
Societe Generale SA
21 April 2006
OFFER FOR BRISTOL WATER GROUP PLC
Not for release, publication or distribution, in whole or in part, in or into
Canada, Australia or Japan
21 April 2006
Sociedad General de Aguas de Barcelona, S.A.
Recommended cash offer
by
Societe Generale
on behalf of
Sociedad General de Aguas de Barcelona, S.A.
for
Bristol Water Group plc ("Bristol Water")
Sociedad General de Aguas de Barcelona, S.A. ("Agbar") and Bristol Water
announce that they have reached agreement on the terms of a recommended cash
offer for Bristol Water, to be made by Societe Generale on Agbar's behalf, for
the entire issued and to be issued ordinary share capital of Bristol Water.
Summary
The Offer will be #10.60 in cash for each Bristol Water Share and values Bristol
Water's existing issued share capital at approximately #165 million. In
addition, Bristol Water Shareholders on the register at the close of business on
the business day preceding the date on which the Offer becomes or is declared
unconditional in all respects, will be entitled to receive a special interim
dividend of 22.5 pence per Bristol Water Share, in lieu of the final Bristol
Water dividend that would have been paid for the 52 weeks ended 31 March 2006.
* The Offer Price, together with the special interim dividend, represents:
- a 41.9 per cent. premium to the average closing price of #7.63 per
Bristol Water Share over the 12 months prior to 20 April 2006, being the last
business day prior to this announcement; and
- a 12.2 per cent. premium to the closing price of #9.65 per Bristol Water
Share on 20 April 2006, being the last business day prior to this announcement.
* As an alternative to some or all of the cash consideration
of #10.60 per Bristol Water Share which would otherwise be receivable under the
Offer, Bristol Water Shareholders who validly accept the Offer (other than
certain overseas shareholders) will be able to elect to receive Loan Notes.
* Agbar is the leading company in the water sector in both
Spain and Chile. It also has water businesses in Mexico, Colombia and Cuba.
Agbar operates water services for over 1,000 Spanish municipalities and 65
others worldwide and, as at December 2005, provided water services to
approximately 22 million people. It is a market leader in Spain in the health
insurance and inspection, certification and technological services markets,
through Adeslas and Applus+ respectively.
* The Bristol Water Directors, who have been so advised by
their financial adviser Dresdner Kleinwort Wasserstein, consider the terms of
the Offer to be fair and reasonable. In providing its advice, Dresdner Kleinwort
Wasserstein has taken into account the commercial assessments of the Bristol
Water Directors. The Bristol Water Directors unanimously recommend Bristol
Water Shareholders to accept the Offer, and they have irrevocably undertaken to
accept the Offer in respect of their entire beneficial holdings of Bristol Water
Shares.
* Ecofin Water and Power Opportunities plc, who have held
their shares in Bristol Water since the launch of their fund, have provided an
irrevocable undertaking in respect of 3,519,486 Bristol Water Shares
representing approximately 22.6 per cent. of Bristol Water's existing issued
ordinary share capital.
* In addition, the directors of Bristol Water have provided
irrevocable undertakings in respect of 10,578 Bristol Water Shares and Axa has
provided a non-binding letter of intent in respect of 1,488,008 Bristol Water
Shares, which together represent approximately 9.6 per cent. of Bristol Water's
existing issued ordinary share capital.
* Commenting on the Offer, Angel Simon, Director General of
Agbar Group said:
"We are delighted to have reached agreement with the board of Bristol Water.
Bristol Water represents an attractive investment for Agbar in the UK, both in
terms of size and risk profile. As an established international water group,
Agbar has considerable experience and expertise in the provision of regulated
water services and we are sure that Bristol Water will continue to deliver high
levels of service to its customers in the future."
* Commenting on the Offer, Moger Woolley, Chairman of Bristol Water said:
"We believe the Offer is good value for our shareholders. It provides enhanced
opportunities for our employees and allows Bristol Water to continue to deliver
a high quality service to our customers."
This summary should be read in conjunction with, and is subject to, the full
text of the attached announcement.
Enquiries
Agbar
Angel Simon, Director General
Tel : +44 20 7676 5181
Societe Generale
(Financial Adviser to Agbar)
David Roberts, Managing Director
Michael Robinson, Director
Tel : +44 20 7676 5181
Teather & Greenwood
(Broker to Agbar)
Jeff Keating
Adam Pollock
+44 20 7426 9000
Bristol Water
Alan Parsons, Group Chief Executive
Andy Nield, Group Finance Director
Tel: +44 117 953 6407
Dresdner Kleinwort Wasserstein
(Financial Adviser and broker to Bristol Water)
Christian Littlewood, Director
Tel: +44 20 7623 8000
Terms used in this summary shall have the same meaning given to them in the full
announcement.
This announcement does not constitute an offer or invitation to purchase any
securities. The Offer will be made solely by means of the offer document and
the form of acceptance accompanying the offer document which will contain the
full terms and conditions of the Offer including details of how it may be
accepted. The offer document and form of acceptance are expected to be posted to
Bristol Water Shareholders as soon as practicable after the making of this
announcement.
Societe Generale, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Agbar and no-one else in
connection with the Offer and will not be responsible to anyone other than Agbar
for providing the protections afforded to clients of Societe Generale nor for
providing advice in relation to the Offer.
Dresdner Kleinwort Wasserstein, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Bristol
Water in connection with the Offer and no-one else and will not be responsible
to anyone other than Bristol Water for providing the protections afforded to
clients of Dresdner Kleinwort Wasserstein, nor for providing advice in relation
to the Offer.
Teather & Greenwood, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Agbar and for no one
else in connection with the Offer and will not be responsible to anyone other
than Agbar for providing the protections afforded to clients of Teather &
Greenwood nor for providing advice in relation to the Offer, the content of this
announcement or any other matter referred to herein.
The Offer, including the Loan Note Alternative, will not be made in or into, and
will not be capable of acceptance in or from, Canada, Australia or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute documents in or into Canada, Australia or Japan.
The Loan Notes have not been, and will not be, registered under applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan, the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada and no
prospectus in relation to the Loan Notes has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, the Loan Notes may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in
Canada, Australia or Japan.
The Loan Notes to be issued in connection with the Offer have not been, and will
not be, registered under the US Securities Act or under the securities laws of
any jurisdiction of the United States. Neither the US Securities and Exchange
Commission nor any US state securities commission has approved or disapproved of
the Loan Notes offered in connection with the Offer, or determined if this
announcement is accurate or complete. Any representation to the contrary is a
criminal offence. Accordingly, the Loan Notes may not (unless an exemption
under the relevant laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, or to, or for
benefit of, US Persons.
The Offer will be made in the United States pursuant to an exemption from the US
tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.
Notice to US holders of Bristol Water Shares:
The Offer will be made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and Spain and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States. The Offer
will be made in the United States pursuant to Section 14(e) and Regulation 14E
under the US Exchange Act and otherwise in accordance with the requirements of
the City Code. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different from
those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Bristol Water Shares
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other tax laws. Each
holder of Bristol Water Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US holders of Bristol Water Shares to enforce their
rights and any claim arising out of the US federal securities laws, since Agbar
and Bristol Water are located in non-US jurisdictions, and some or all of their
officers and directors may be residents of non-US jurisdictions. US holders of
Bristol Water 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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Agbar or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Bristol
Water Shares outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, Societe Generale will
continue to act as an exempt principal trader in Bristol Water Shares on the
London Stock Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service of the UK Listing Authority and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.
Not for release, publication or distribution in or into Canada, Australia or
Japan
21 April 2006
Sociedad General de Aguas de Barcelona, S.A.
Recommended cash offer
by
Societe Generale
on behalf of
Sociedad General de Aguas de Barcelona, S.A.
for
Bristol Water Group plc ("Bristol Water")
1. Introduction
Sociedad General de Aguas de Barcelona, S.A. ("Agbar") and Bristol Water
announce that they have reached agreement on the terms of a recommended cash
offer, to be made by Societe Generale on Agbar's behalf, for the entire issued
and to be issued ordinary share capital of Bristol Water.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix 1 and to be set out in the Offer Document, will be made on the
following basis:
for each Bristol Water Share #10.60 in cash
The Offer values Bristol Water's existing issued share capital at approximately
#165 million.
In addition, Bristol Water Shareholders on the register at the close of business
on the business day immediately preceding the date on which the Offer becomes or
is declared unconditional in all respects, will be entitled to receive a special
interim dividend of 22.5 pence per Bristol Water Share, in lieu of the final
Bristol Water dividend that would have been paid for the 52 weeks ended 31 March
2006.
The Offer Price, together with the special interim dividend, represents:
- a 41.9 per cent. premium to the average closing price of #7.63 per
Bristol Water Share over the 12 months prior to 20 April 2006, being the last
business day prior to this announcement; and
- a 12.2 per cent. premium to the closing price of #9.65 per Bristol Water
Share on 20 April 2006, being the last business day prior to this announcement.
Bristol Water Shares will be acquired by Agbar under the Offer fully paid and
free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever and together
with all rights attaching to them, including the right to receive and retain all
dividends and distributions (if any) declared, made or payable after the date of
this announcement other than the special interim dividend of 22.5 pence per
Bristol Water Share which is in lieu of the final Bristol Water dividend that
would have been paid for the 52 weeks ended 31 March 2006.
3. The Loan Note Alternative
As an alternative to some or all of the cash consideration of #10.60 per Bristol
Water Share which would otherwise be receivable under the Offer, Bristol Water
Shareholders who validly accept the Offer (other than certain overseas
shareholders) will be able to elect to receive Loan Notes to be issued by Agbar
on the following basis:
For every #1 of cash #1 nominal of Loan Notes
consideration under the Offer
The Loan Notes, which will be governed by English law, will be unsecured
obligations of Agbar. The Loan Notes will bear interest (from the date of issue
to the relevant holder of Loan Notes) payable every six months in arrears (less
any tax required by law to be deducted or withheld therefrom) on 30 April and 31
October, at a rate per annum calculated to be 0.5 per cent. below LIBOR as
determined at 11.00 a.m. (London time) on the first business day of each such
interest period. The first interest period date will be 30 April 2007.
The Loan Notes will be redeemable at par (together with accrued interest) at the
option of each holder, in whole or in part, on interest payment dates commencing
on 30 April 2007. Any Loan Notes outstanding on 30 April 2012 will be redeemed
at par (together with any accrued interest) on that date. Agbar may elect to
redeem any Loan Notes on any earlier interest payment date if the aggregate
nominal value of the Loan Notes then outstanding is less than #500,000. The
Loan Notes will not be transferable.
The Loan Notes will be issued, credited as fully paid, in integral multiples of
#1 nominal. Fractional entitlements to Loan Notes will be disregarded and will
not be issued to persons accepting the Offer. Agbar reserves the right not to
issue the Loan Notes where valid elections are received for an aggregate of less
than #500,000 in nominal value of Loan Notes by the date the Offer becomes
unconditional in all respects. If insufficient elections are received, Bristol
Water Shareholders who elected to receive Loan Notes will instead receive cash
consideration in accordance with the terms of the Offer.
The Loan Notes have not been, and will not be, registered under applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan, the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada and no
prospectus in relation to the Loan Notes has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, the Loan Notes may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in
Canada, Australia or Japan.
The Loan Notes to be issued in connection with the Offer have not been, and will
not be, registered under the US Securities Act or under the securities laws of
any jurisdiction of the United States. Neither the US Securities and Exchange
Commission nor any US state securities commission has approved or disapproved of
the Loan Notes offered in connection with the Offer, or determined if this
announcement is accurate or complete. Any representation to the contrary is a
criminal offence. Accordingly, the Loan Notes may not (unless an exemption
under the relevant laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, or to, or for
benefit of, US Persons.
The Loan Note Alternative will be conditional on the Offer becoming or being
declared unconditional in all respects and will remain open for so long as the
Offer remains open for acceptance. Full details of the Loan Note Alternative
will be contained in the offer document.
4. Recommendation
The Bristol Water Directors, who have been so advised by their financial adviser
Dresdner Kleinwort Wasserstein, consider the terms of the Offer to be fair and
reasonable. In providing its advice, Dresdner Kleinwort Wasserstein has taken
into account the commercial assessments of the Bristol Water Directors.
The Bristol Water Directors unanimously recommend Bristol Water Shareholders to
accept the Offer, and they have irrevocably undertaken to accept the Offer in
respect of their entire beneficial holdings of Bristol Water Shares.
5. Irrevocable undertakings and the letter of intent
Agbar has received irrevocable undertakings and a non-binding letter of intent
to accept the Offer (including from the directors of Bristol Water) in respect
of 5,018,072 Bristol Water Shares, representing approximately 32.2 per cent. of
the existing issued ordinary share capital.
The undertakings from the directors of Bristol Water are in respect of their
entire beneficial holdings amounting to 10,578 Bristol Water Shares. The
undertakings from the directors of Bristol Water will cease to be binding only
if the Offer lapses or is withdrawn and remain binding in the event that a
higher competing offer for Bristol Water is made.
These undertakings also include an undertaking from Ecofin, in respect of
3,519,486 Bristol Water Shares representing approximately 22.6 per cent of
Bristol Water's existing issued ordinary share capital. The undertaking from
Ecofin will cease to be binding only if the Offer lapses or is withdrawn and
remains binding in the event that a higher competing offer for Bristol Water is
made. In addition, Agbar has received a non-binding letter of intent to accept
the Offer from Axa in respect of 1,488,008 Bristol Water Shares representing
approximately 9.5 per cent. of Bristol Water's issued share capital.
In total therefore Agbar has received irrevocable undertakings and a non-binding
letter of intent to accept the Offer in respect of 5,018,072 Bristol Water
Shares representing approximately 32.2 per cent. of Bristol Water's issued share
capital.
Further details of these irrevocable undertakings and the letter of intent are
set out in Appendix 3.
6. Information on Agbar
Agbar is the leading company in the water sector in both Spain and Chile. It
also has water businesses in Mexico, Colombia and Cuba. Agbar provides water
services to over 1,000 Spanish municipalities and 65 others worldwide and, as at
December 2005, provided water services to approximately 22 million people.
In addition to the water business, Agbar also has a number of other subsidiaries
including Adeslas, which is the Spanish market leader in the health insurance
market and Applus+, which is the market leader in the Spanish inspection,
certification and technological services market. Furthermore, Applus+ has
subsidiaries in 11 countries, which include China and the United States.
Agbar is listed on the Madrid, Barcelona and Bilbao Stock Exchanges. Its
Chilean subsidiaries, Aguas Andinas and Inversiones Aguas Metropolitanas (the
holding company of the former), are both listed on the Chilean Stock Exchange.
Inversiones Aguas Metropolitanas is also listed on the New York Stock Exchange
in the form of American Depository Shares.
7. Information on Bristol Water
Bristol Water supplies water to over one million people and businesses across
approximately 2,400 square kilometres covering Bristol and the surrounding parts
of Somerset, Gloucestershire and Wiltshire. Bristol Water does not provide
sewerage services. Raw water is obtained from a variety of sources such as the
River Severn via the Gloucester to Sharpness Canal and several large reservoirs
fed from the Mendip Hills. Bristol Water operates 18 treatment works and
approximately 6,500 kilometres of mains.
Under its instrument of appointment, or licence, as a regulated water company,
Bristol Water plc is subject to economic and service standards regulation
principally by the Water Services Regulation Authority, and is assisted in its
duties by, Ofwat. Bristol Water maintains high levels of service to its
customers, confirmed by regulatory service level reports.
8. Background to and reasons for the Offer
Agbar has identified the UK as a market where it wishes to expand. The UK water
market is of particular interest to Agbar due to its highly regulated, mature
and stable characteristics. Bristol Water, a water only company that has
recently divested the bulk of its non regulated assets, and with a customer base
of over 1 million people, represents an attractive investment for Agbar in the
UK.
9. Financing of the Offer
The cash consideration payable by Agbar under the terms of the Offer (including
Bristol Water Shares capable of being issued pursuant to the exercise of options
under the Bristol Water Share Schemes) will be approximately #170 million. The
Offer will be funded from Agbar's existing cash resources.
Further information in relation to the financing of the Offer will be set out in
the offer document.
10. Management and employees
Agbar attaches great importance to the skills and experience of the existing
management and employees of Bristol Water and believes that they will benefit
from greater opportunities within the enlarged Agbar Group. It is Agbar's
intention to support Bristol Water's management in further developing its
business. Agbar has confirmed that the existing contractual and employment
rights, including in relation to pensions, of all Bristol Water employees will
be honoured.
11. Bristol Water Share Schemes
The Offer will extend to any Bristol Water Shares which are unconditionally
allotted or issued and fully paid before the date on which the Offer closes as a
result of the exercise of options granted under the Bristol Water Share Schemes.
Options granted under the Bristol Water Sharesave Schemes will be exercisable
(to the extent that they are not already exercisable) from the date on which the
Offer becomes unconditional in all respects to the extent of savings made under
the related savings contract at the time of exercise together with any accrued
interest due. It is not possible for participants under the Bristol Water
Sharesave Schemes to make additional savings contributions in advance to
increase the number of Bristol Water Shares over which they may exercise their
options. Agbar intends to make ex gratia payments (up to #1.9 million in
aggregate) to participants in the Bristol Water Sharesave Schemes in recognition
of the fact that they will not be able to acquire the full number of Bristol
Water Shares under their options as a consequence of the Offer.
Agbar will write to all participants in the Bristol Water Share Schemes in due
course to provide further details of these arrangements.
12. Disclosure of interests in Bristol Water
As at the date of this announcement, Agbar owns no Bristol Water Shares.
Save as disclosed below neither Agbar nor, so far as Agbar is aware, any person
acting in concert with Agbar, has any interest in or right to subscribe for
Bristol Water relevant securities.
13. Compensation Fee
As a pre-condition to Agbar agreeing to announce the Offer, Bristol Water has
agreed to pay a compensation fee to Agbar of #1.65 million (inclusive of any
irrecoverable VAT payable thereon) if, following this announcement, the Offer
subsequently lapses or is withdrawn or is not made (with the consent of the
Panel) and before this time an independent competing offer is announced which
subsequently becomes or is declared unconditional in all respects or otherwise
completes.
14. Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of Bristol Water all "dealings" in any "relevant securities" of
Bristol Water, (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Bristol
Water, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Bristol Water by Agbar or Bristol Water, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
15. Compulsory acquisition and cancellation of listing
Upon the Offer becoming, or being declared, unconditional in all respects and
sufficient acceptances being received, Agbar intends to apply the provisions of
sections 428 to 430F (inclusive) of the Companies Act 1985 to acquire
compulsorily the outstanding Bristol Water Shares on the same terms as the
Offer.
It is also intended that, when Agbar has by virtue of its shareholdings and
acceptances of the Offer acquired, or agreed to acquire, Bristol Water Shares
carrying at least 75 per cent. of the voting rights attaching to the Bristol
Water Shares, Agbar will procure the making of an application by Bristol Water
both to the London Stock Exchange for the cancellation of trading of Bristol
Water Shares on the London Stock Exchange's market for listed securities and to
the UK Listing Authority for cancellation of the listing of Bristol Water Shares
on the Official List of the UK Listing Authority. At least 20 business days
notice of cancellation will be given once Agbar announces it has acquired 75 per
cent of the voting rights. The cancellation of the listing of Bristol Water
Shares will significantly reduce the liquidity and marketability of any Bristol
Water Shares in respect of which acceptances of the Offer are not submitted.
16. General
The offer document will be posted to Bristol Water Shareholders as soon as
practicable.
The Offer will be subject to the conditions set out in Appendix 1 to this
announcement.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2. Certain terms used in this announcement
are defined in Appendix 4.
This announcement does not constitute an offer or an invitation to purchase any
securities. The Offer will be made solely by means of the offer document and
the form of acceptance, which will contain the full terms and conditions of the
Offer including details of how it may be accepted.
Societe Generale, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Agbar and no-one else in
connection with the Offer and will not be responsible to anyone other than Agbar
for providing the protections offered to clients of Societe Generale nor for
providing advice in relation to the Offer.
Dresdner Kleinwort Wasserstein, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Bristol
Water and no-one else in connection with the Offer and no-one else and will not
be responsible to anyone other than Bristol Water for providing the protections
offered to clients of Dresdner Kleinwort Wasserstein nor for providing advice in
relation to the Offer.
Teather & Greenwood, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Agbar and for no one
else in connection with the Offer and will not be responsible to anyone other
than Agbar for providing the protections afforded to clients of Teather &
Greenwood nor for providing advice in relation to the Offer, the content of this
announcement or any other matter referred to herein.
The Offer including the Loan Note Alternative will not be made in or into, and
is not capable of acceptance in or from Canada, Australia or Japan. Custodians,
nominees and trustees should observe these restrictions and should not send or
distribute documents in or into Canada, Australia or Japan.
The Loan Notes have not been, and will not be, registered under applicable
securities laws of any state, province, territory or jurisdiction of Canada,
Australia or Japan, the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada and no
prospectus in relation to the Loan Notes has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Accordingly, the Loan Notes may not (unless an
exemption under the relevant securities laws is applicable) be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of, or require registration thereof in, such
jurisdiction or to, or for the account or benefit of, a person located in
Canada, Australia or Japan.
The Loan Notes to be issued in connection with the Offer have not been, and will
not be, registered under the US Securities Act or under the securities laws of
any jurisdiction of the United States. Neither the US Securities and Exchange
Commission nor any US state securities commission has approved or disapproved of
the Loan Notes offered in connection with the Offer, or determined if this
announcement is accurate or complete. Any representation to the contrary is a
criminal offence. Accordingly, the Loan Notes may not (unless an exemption
under the relevant laws is applicable) be offered, sold, resold, delivered or
transferred, directly or indirectly, in or into the United States, or to, or for
benefit of, US Persons.
The Offer will be made in the United States pursuant to an exemption from the US
tender offer rules provided by Rule 14d-1(c) under the US Exchange Act.
Notice to US holders of Bristol Water Shares:
The Offer will be made for the securities of a UK company and is subject to UK
disclosure requirements, which are different from those of the United States.
The financial information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and Spain and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States. The Offer
will be made in the United States pursuant to Section 14(e) and Regulation 14E
under the US Exchange Act and otherwise in accordance with the requirements of
the City Code. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different from
those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Bristol Water Shares
may be a taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other tax laws. Each
holder of Bristol Water Shares is urged to consult his independent professional
adviser immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for US holders of Bristol Water Shares to enforce their
rights and any claim arising out of the US federal securities laws, since Agbar
and Bristol Water are located in non-US jurisdictions, and some or all of their
officers and directors may be residents of non-US jurisdictions. US holders of
Bristol Water 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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) under the US
Exchange Act, Agbar or its nominees, or its brokers (acting as agents), may from
time to time make certain purchases of, or arrangements to purchase, Bristol
Water Shares outside the United States, other than pursuant to the Offer, before
or during the period in which the Offer remains open for acceptance. Also, in
accordance with Rule 14e-5(b) of the US Exchange Act, Societe Generale will
continue to act as an exempt market maker in Bristol Water Shares on the London
Stock Exchange. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service of the UK Listing Authority and
will be available on the London Stock Exchange website,
www.londonstockexchange.com.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS
OF THE OFFER
1. Conditions of the Offer
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. (London time) on the first closing date
of the Offer (or such later time(s) and/or date(s) as Agbar may, subject to the
rules of the City Code, decide) in respect of not less than 90 per cent. (or
such lower percentage as Agbar may decide) in nominal value of the Bristol Water
Shares, provided that this condition will not be satisfied unless Agbar and/or
any Associate shall have acquired or agreed to acquire (whether pursuant to the
Offer or otherwise) Bristol Water Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general meeting of
Bristol Water. For the purpose of this condition:
(i) Bristol Water Shares which have
been unconditionally allotted but not issued before the 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 which they will carry upon issue; and
(ii) valid acceptances shall be deemed to
have been received in respect of Bristol Water Shares which are treated for the
purposes of section 429(8) of the Companies Act 1985 as having been acquired or
contracted to be acquired by Agbar by virtue of acceptances of the Offer;
(b) no Third Party (other than the Water Services Regulation
Authority) having intervened (as defined at the end of this section) and there
not continuing to be outstanding any statute, regulation or order of any Third
Party in each case which is material in the context of the Offer and which would
or might reasonably be expected to:
(i) make the Offer, its implementation
or the acquisition or proposed acquisition by Agbar or any member of the Agbar
Group of any shares or other securities in, or control or management of, Bristol
Water or any member of the Bristol Water Group void, illegal or unenforceable in
any jurisdiction, or otherwise directly or indirectly materially restrain,
prevent, prohibit, restrict or delay the same or impose additional materially
adverse conditions or obligations with respect to the Offer or such acquisition,
or otherwise impede, challenge or interfere with the Offer or such acquisition,
or require material amendment to the terms of the Offer or the acquisition or
proposed acquisition of any Bristol Water Shares or the acquisition of control
or management of Bristol Water or the Bristol Water Group by Agbar or any member
of the Agbar Group;
(ii) impose any material limitations on,
or result in any material delay in, the ability of any member of the Agbar Group
to acquire or to hold or to exercise effectively, directly or indirectly, all or
any rights of ownership in respect of shares or other securities in, or to
exercise voting or management control over, any member of the Bristol Water
Group;
(iii) require, prevent or delay the
divestiture or alter the terms envisaged for any proposed divestiture by any
member of the Agbar Group of any shares or other securities in Bristol Water;
(iv) require, prevent or delay the
divestiture or alter the terms envisaged for any proposed divestiture by any
member of the Agbar Group or by any member of the Bristol Water Group of all or
any material portion of their respective businesses, assets or properties or
materially limit the ability of any of them to conduct any of their respective
businesses or to own or control a material portion of their respective assets or
properties or any part thereof;
(v) except pursuant to Part XIIIA of the
Companies Act 1985, require any member of the Agbar Group or of the Bristol
Water Group to acquire, or to offer to acquire, any shares or other securities
(or the equivalent) in any member of either group owned by any third party;
(vi) limit the ability of any member of the
Agbar Group or of the Bristol Water Group to conduct or integrate or co-ordinate
its business, or any part of it, with the businesses or any part of the
businesses of any other member of the Agbar Group or of the Bristol Water Group;
(vii) result in any member of the Bristol
Water Group or the Agbar Group ceasing to be able to carry on business under any
name under which it presently does so; or
(viii) otherwise materially adversely affect
any or all of the business, assets, profits, financial or trading position or
prospects of any member of the Bristol Water Group or of the Agbar Group,
and all applicable waiting and other time periods during which any Third Party
could intervene under the laws of any relevant jurisdiction having expired,
lapsed or been terminated;
(c) all notifications and filings which are necessary having been
made, all appropriate waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable legislation or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Offer or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Bristol Water or any other member of
the Bristol Water Group by any member of the Agbar Group or the carrying on by
any member of the Bristol Water Group of its business;
(d) subject to those matters fairly disclosed in writing to Agbar
prior to 21 April 2006, all Authorisations which are necessary in any relevant
jurisdiction for or in respect of the Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
Bristol Water or any other member of the Bristol Water Group by any member of
the Agbar Group or the carrying on by any member of the Bristol Water Group of
its business having been obtained, in terms and in a form reasonably
satisfactory to Agbar, from all appropriate Third Parties or from any persons or
bodies with whom any member of the Bristol Water Group has entered into
contractual arrangements in each case where the absence of such Authorisation
would have a material adverse effect on the Bristol Water Group taken as a whole
and all such Authorisations remaining in full force and effect at the time at
which the Offer becomes unconditional in all respects and Agbar having no
knowledge of any notice or intimation of any intention to revoke, suspend,
restrict, modify or not to renew any of the same;
(e) since 31 March 2005 and except as disclosed in Bristol
Water's annual report and accounts for the year then ended or as publicly
announced by Bristol Water prior to 21 April 2006 (by the delivery of an
announcement to a Regulatory Information Service) or as can reasonably be
demonstrated to have been fairly disclosed prior to 21 April 2006 to Agbar or
its professional advisers by or on behalf of Bristol Water in the course of
negotiations prior to the date of this announcement, there being no provision of
any arrangement, agreement, licence, permit, franchise or other instrument to
which any member of the Bristol Water Group is a party, or by or to which any
such member or any of its assets is or are or may be bound, entitled or subject
or any circumstance, which, in each case as a consequence of the Offer or the
acquisition or proposed acquisition of any shares or other securities in, or
control or management of, Bristol Water or any other member of the Bristol Water
Group by any member of the Agbar Group or otherwise, could or might reasonably
be expected to result in (in any case to an extent which is or would be material
in the context of the Bristol Water Group taken as a whole):
(i) any monies borrowed by or any other
indebtedness or liabilities (actual or contingent) of, or any grant available
to, any member of the Bristol Water Group being or becoming repayable or capable
of being declared repayable immediately or prior to its stated repayment date or
the ability of any member of the Bristol Water Group to borrow monies or incur
any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn;
(ii) the creation or enforcement of any
mortgage, charge or other security interest over the whole or any part of the
business, property, assets or interests of any member of the Bristol Water Group
or any such mortgage, charge or other security interest (wherever created,
arising or having arisen) becoming enforceable;
(iii) any such arrangement, agreement,
licence, permit, franchise or instrument, or the rights, liabilities,
obligations or interests of any member of the Bristol Water Group thereunder,
being, or becoming capable of being, terminated or adversely modified or
affected or any adverse action being taken or any obligation or liability
arising thereunder;
(iv) any asset or interest of any member of
the Bristol Water Group being or falling to be disposed of or ceasing to be
available to any member of the Bristol Water Group or any right arising under
which any such asset or interest could be required to be disposed of or could
cease to be available to any member of the Bristol Water Group otherwise than in
the ordinary course of business;
(v) any member of the Bristol Water Group
ceasing to be able to carry on business under any name under which it presently
does so;
(vi) the creation of material liabilities
(actual or contingent) by any member of the Bristol Water Group other than in
the ordinary course of business;
(vii) the rights, liabilities, obligations
or interests of any member of the Bristol Water Group under any such
arrangement, agreement, licence, permit, franchise or other instrument or the
interests or business of any such member in or with any other person, firm,
company or body (or any arrangement or arrangements relating to any such
interests or business) being terminated or adversely modified or affected; or
(viii) the financial or trading position or
the prospects or the value of any member of the Bristol Water Group being
prejudiced or adversely affected,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence, permit or other instrument, would be reasonably likely to
result in any of the events or circumstances which are referred to in paragraphs
(i) to (viii) of this condition (e) in any case to an extent which is or would
be material in the context of the Bristol Water Group taken as a whole;
(f) since 31 March 2005 and except as disclosed in Bristol
Water's annual report and accounts for the year then ended or as otherwise
publicly announced by Bristol Water prior to 21 April 2006 (by the delivery of
an announcement to a Regulatory Information Service) or as can otherwise
reasonably be demonstrated to have been fairly disclosed prior to 21 April 2006
to Agbar or its professional advisers by or on behalf of Bristol Water in the
course of negotiations prior to the date of this announcement no member of the
Bristol Water Group having:
(i) issued or agreed to issue, or
authorised 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 or
transferred or sold any shares out of treasury, other than as between Bristol
Water and wholly-owned subsidiaries of Bristol Water, save for options granted
and any Bristol Water Shares allotted on the exercise of options granted under
the Bristol Water Share Schemes before the date hereof where such options have
been fairly disclosed in writing by Bristol Water to Agbar or its professional
advisers;
(ii) purchased or redeemed or repaid any
of its own shares or other securities or reduced or made any other change to any
part of its share capital to an extent which (other than in the case of Bristol
Water) is material in the context of the Bristol Water Group taken as a whole;
(iii) recommended, declared, paid or made
any dividend or other distribution whether payable in cash or otherwise or made
any bonus issue (other than to Bristol Water or a wholly-owned subsidiary of
Bristol Water);
(iv) except as between Bristol Water and
its wholly-owned subsidiaries or between such wholly-owned subsidiaries made or
authorised any change in its loan capital;
(v) (other than any transaction between
Bristol Water and a wholly-owned subsidiary of Bristol Water or between such
wholly-owned subsidiaries) merged with, demerged or acquired any body corporate,
partnership or business or acquired or disposed of or transferred, mortgaged,
charged or created any security interest over any assets or any right, title or
interest in any assets (including shares in any undertaking and trade
investments) or authorised the same (in each case to an extent which is material
in the context of the Bristol Water Group taken as a whole) other than in the
ordinary course of business;
(vi) issued or authorised the issue of, or
made any change in or to, any debentures or (except in the ordinary course of
business or except as between Bristol Water and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries) incurred or increased any indebtedness
or liability (actual or contingent) which in any case is material in the context
of the Bristol Water Group taken as a whole;
(vii) other than in the ordinary course of
business, entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or
which is reasonably likely to involve an obligation of such nature or magnitude;
or
(B) is reasonably likely to restrict the business of any member of
the Bristol Water Group;
and which in any case is material in the context of the Bristol Water Group
taken as a whole;
(viii) except as between Bristol Water and its
wholly-owned subsidiaries or between such wholly-owned subsidiaries entered
into, implemented, effected or authorised any merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement in respect
of itself or another member of the Bristol Water Group otherwise than in the
ordinary course of business which in any case is material in the context of the
Bristol Water Group taken as a whole;
(ix) entered into or varied the terms of
any contract, agreement or arrangement with any of the directors or senior
executives of any member of the Bristol Water Group in any case which is
material in the context of the Bristol Water Group taken as a whole;
(x) taken any corporate action or had any
legal proceedings instituted or threatened against it or petition presented or
order made for its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any material part
of its assets and revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction which in any case is material
in the context of the Bristol Water Group taken as a whole;
(xi) 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 its business in any
case with a material adverse effect on the Bristol Water Group taken as a whole;
(xii) waived or compromised any claim,
otherwise than in the ordinary course of business, which is material in the
context of the Bristol Water Group taken as a whole;
(xiii) made any alteration to its memorandum
or articles of association which is material in the context of the Offer;
(xiv) made or agreed or consented to:
(A) any material change:
(I) to the terms of the trust deeds constituting the pension scheme(s)
established for its directors, employees or their dependants;
(II) the benefits which accrue or to the pensions which are payable
thereunder;
(III) the basis on which qualification for, or accrual or entitlement to
such benefits or pensions are calculated or determined; or
(IV)
the basis upon which the liabilities (including pensions) or such pension
schemes are funded or made,
in each case, which has an effect that is material in the context of the Bristol
Water Group taken as a whole, or
(B) any change to the pension trustees including the appointment of
a trust corporation;
(xv) proposed, agreed to provide or modified
the terms of any share option scheme, incentive scheme or other benefit relating
to the employment or termination of employment of any person employed by the
Bristol Water Group in a manner which is material in the context of the Bristol
Water Group taken as a whole; or
(xvi) entered into any agreement, commitment
or arrangement or passed any resolution or made any offer (which remains open
for acceptance) or proposed or announced any intention with respect to any of
the transactions, matters or events referred to in this condition (f);
(g) since 31 March 2005 and except as disclosed in Bristol
Water's annual report and accounts for the year then ended or as otherwise
publicly announced by Bristol Water prior to 21 April 2006 (by the delivery of
an announcement to a Regulatory Information Service) or as can otherwise
reasonably be demonstrated to have been fairly disclosed prior to 21 April 2006
to Agbar or its professional advisers by or on behalf of Bristol Water in the
course of negotiations prior to the date of this announcement:
(i) there having been no adverse change
or deterioration in the business, assets, financial or trading positions or
profit or prospects of any member of the Bristol Water Group which in any case
is material in the context of the Bristol Water Group taken as a whole;
(ii) no contingent or other liability of
any member of the Bristol Water Group having arisen or become apparent or
increased which in any case is material in the context of the Bristol Water
Group taken as a whole;
(iii) no litigation, arbitration
proceedings, prosecution or other legal proceedings to which any member of the
Bristol Water Group is or may become a party (whether as plaintiff, defendant or
otherwise) having been threatened, announced, implemented or instituted by or
against or remaining outstanding against or in respect of any member of the
Bristol Water Group which in any case is material in the context of the Bristol
Water Group taken as a whole; and
(iv) (other than as a result of the Offer)
no enquiry or investigation by, or complaint or reference to, any Third Party
having been threatened, announced, implemented, instituted by or against or
remaining outstanding against or in respect of any member of the Bristol Water
Group which in any case is material in the context of the Bristol Water Group
taken as a whole;
(h) Agbar not having discovered (save as publicly announced by
Bristol Water prior to the date hereof):
(i) that any financial or business or
other information concerning the Bristol Water Group disclosed at any time by or
on behalf of any member of the Bristol Water Group, whether publicly, to any
member of the Agbar Group or to any of their advisers or otherwise, is
misleading or contains any material misrepresentation of fact or omits to state
a fact necessary to make any information contained therein not materially
misleading and which was not subsequently corrected prior to 21 April 2006 by
disclosure either publicly or otherwise fairly disclosed to Agbar or its
professional advisers to an extent which in any case is material in the context
of the Bristol Water Group taken as a whole;
(ii) that any member of the Bristol Water
Group is subject to any liability (actual or contingent) which is not disclosed
in Bristol Water's annual report and accounts for the financial year ended 31
March 2005, which was not subsequently corrected before 21 April 2006 by
disclosure either publicly or otherwise fairly disclosed to Agbar or its
professional advisers and which in any case is material in the context of the
Bristol Water Group taken as a whole; or
(iii) to the extent not covered in
paragraphs (i) and (ii) above, any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Bristol
Water Group to an extent which is material in the context of the Bristol Water
Group taken as a whole;
(i) Agbar not having discovered other than to the extent which
can reasonably be demonstrated to have been fairly disclosed to Agbar or its
professional advisers by or on behalf of Bristol Water before 21 April 2006:
(i) that any past or present member of
the Bristol Water Group has not complied with any applicable legislation or
regulations of any jurisdiction with regard to the use, treatment, handling,
storage, transport, release, disposal, discharge, spillage, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health, or otherwise relating to environmental matters
or the health and safety of any person, or that there has otherwise been any
such use, treatment, handling, storage, transport, release, disposal, discharge,
spillage, leak or emission (whether or not this constituted a non-compliance by
any person with any legislation or regulations and wherever the same may have
taken place) which, in any case, would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Bristol
Water Group which in any case is material in the context of the Bristol Water
Group taken as a whole;
(ii) that there is, or is likely to be,
any liability, whether actual or contingent, to make good, repair, reinstate or
clean up any property now or previously owned, occupied or made use of by any
past or present member of the Bristol Water Group or any other property or any
controlled waters under any environmental legislation, regulation, notice,
circular, order or other lawful requirement of any relevant authority or third
party or otherwise which in any case is material in the context of the Bristol
Water Group taken as a whole; or
(iii) that circumstances exist whereby a
person or class of persons would be likely to have a claim in respect of any
product or process of manufacture or materials used therein now or previously
manufactured, sold or carried out by any past or present member of the Bristol
Water Group which is or would be material in the context of the Bristol Water
Group taken as a whole;
(j) the information relating to Bristol Water's share capital
(and all options, convertibles, warrants and rights to subscribe over such share
capital) disclosed in writing by Bristol Water to Agbar or its professional
advisers before 21 April 2006 being true, accurate and complete.
For the purpose of these conditions:
(a) "Third Party" means any central bank, government, government
department or governmental, quasi-governmental, supranational, statutory,
regulatory or investigative body, authority (including any national anti-trust
or merger control authority), court, trade agency, association, institution or
professional or environmental body or any other person or body whatsoever in any
relevant jurisdiction;
(b) a Third Party shall be regarded as having "intervened" if it
has decided to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or made, proposed or enacted any
statute, regulation, decision or order or taken any measures or other steps or
required any action to be taken or information to be provided or otherwise
having done anything and "intervene" shall be construed accordingly;
(c) "Authorisations" means authorisations, orders, grants,
recognitions, determinations, certificates, confirmations, consents, licences,
clearances, provisions and approvals.
Subject to the requirements of the Panel, Agbar reserves the right to waive all
or any of the above conditions, in whole or in part, except condition (a).
Conditions (b) to (j) (inclusive) must be fulfilled, be determined by Agbar to
be or remain satisfied or (if capable of waiver) be waived by midnight on the
21st day after the later of the first closing date of the Offer and the date on
which condition (a) is fulfilled (or in each case such later date as Agbar may,
with the consent of the Panel, decide), failing which the Offer will lapse.
Agbar shall be under no obligation to waive (if capable of waiver), to determine
to be or remain satisfied or to treat as fulfilled any of conditions (b) to (j)
(inclusive) by a date earlier than the latest date specified above for the
fulfilment of that condition, notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and that there are,
at such earlier date, no circumstances indicating that any condition may not be
capable of fulfilment.
If the Panel requires Agbar to make an offer for Bristol Water Shares under the
provisions of Rule 9 of the City Code, Agbar may make such alterations to the
conditions of the Offer, including to condition (a), as are necessary to comply
with the provisions of that Rule.
The Offer will lapse (unless otherwise agreed by the Panel) if the acquisition
of Bristol Water by Agbar is referred to the Competition Commission before the
later of 3.00 p.m. (London time) on the first closing date of the Offer and the
date when the Offer becomes or is declared unconditional as to acceptances.
If the Offer lapses it will cease to be capable of further acceptance. Bristol
Water Shareholders who have accepted the Offer and Agbar shall then cease to be
bound by acceptances delivered on or before the date on which the Offer lapses.
2. Certain further terms of the Offer
Bristol Water Shares will be acquired by Agbar fully paid and free from all
liens, equitable interests, charges, encumbrances and other third party rights
of any nature whatsoever and together with all rights attaching to them,
including the right to receive and retain all dividends and distributions (if
any) declared, made or payable after the date of this announcement, other than
the special interim dividend of 22.5 pence per Bristol Water Share which is in
lieu of the final Bristol Water dividend that would have been paid for the 52
weeks ended 31 March 2006.
The Offer and, where relevant, the Loan Note Alternative will be on the terms
and will be subject, inter alia, to the conditions which are set out in part 1
of Appendix 1 and those terms which will be set out in the formal offer document
and such further terms as may be required to comply with the Listing Rules of
the UK Listing Authority and the provisions of the City Code. The Offer and the
Loan Note Alternative and any acceptances and elections thereunder will be
governed by English law.
The Offer in the United States is made solely by Agbar and neither Societe
Generale nor any of its affiliates is making the Offer in the United States.
While the Offer is being made available to holders of Bristol Water Shares in
the United States, the right to tender Bristol Water Shares is not being made
available in any jurisdiction in the United States in which the making of the
Offer or the right to tender Bristol Water Shares would not be in compliance
with the laws of such jurisdiction.
The Loan Notes to be issued in connection with the Offer have not been, and will
not be, registered under the US Securities Act nor under any laws of any
jurisdiction of the United States and will not be listed on any stock exchange.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Loan Notes, or determined if this
document is accurate or complete. Any representation to the contrary is a
criminal offence. Accordingly, the Loan Notes may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States,
or to, or for the benefit of, US Persons.
The availability of the Offer to persons not resident in the United Kingdom or
the United States may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom or the United States should
inform themselves about and observe any applicable requirements.
Appendix 2
Bases and Sources
The value attributed to the existing issued share capital of Bristol Water is
based upon the 15,583,394 Bristol Water Shares in issue on 20 April 2006.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND
THE LETTER OF INTENT
Agbar has received irrevocable undertakings in respect of 3,530,064 Bristol
Water Shares. Details of these undertakings are as follows:
Name of Bristol Water Shareholder Number of Bristol Water Shares
Moger Woolley 2,968
Professor David Blockley 356
Andrew Nield 1,107
Alan Parsons 6,147
Ecofin 3,519,486
The undertakings above will cease to be binding only if the Offer lapses or is
withdrawn and remains binding in the event of a higher competing offer for
Bristol Water being made.
In addition, Agbar has received a non-binding letter of intent to accept the
Offer from Axa in respect of 1,488,008 Bristol Water Shares representing
approximately 9.5 per cent. of Bristol Water's issued share capital.
In total therefore Agbar has received irrevocable undertakings and a non-binding
letter of intent to accept the Offer in respect of 5,018,072 Bristol Water
Shares representing approximately 32.2 per cent. of Bristol Water's issued share
capital.
Appendix 4
Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Agbar" Sociedad General de Aguas de Barcelona, S.A.
"Agbar Group" Agbar and its subsidiaries and subsidiary undertakings
"Associate" has the meaning given in section 430E of the Companies Act
1985
"Australia" the Commonwealth of Australia, its territories and possessions
"Axa" AXA IM UK Ltd
"Bristol Water" Bristol Water Group plc
"Bristol Water Group" Bristol Water and its subsidiaries and subsidiary undertakings
"Bristol Water Directors" the directors of Bristol Water Group plc as at the date hereof
"Bristol Water relevant securities" Bristol Water Shares and options granted under the Bristol
Water Share Schemes
"Bristol Water Shareholders" holders of Bristol Water Shares
"Bristol Water Sharesave Schemes" the Bristol Water Group 2003 Savings Related Share Option
Scheme and the Bristol Water Holdings 2001 Savings Related
Share Option Scheme
"Bristol Water Share Schemes" the Bristol Water Group 2003 Savings Related Share Option
Scheme, the Bristol Water Holdings 2001 Savings Related Share
Option Scheme and the Bristol Water Group Share Incentive Plan
"Bristol Water Shares" includes:
(i) the existing unconditionally allotted or issued and
fully paid ordinary shares of 6.5 pence each in the capital of
Bristol Water ; and
(ii) any further ordinary shares of 6.5 pence each in the
capital of Bristol Water which are unconditionally allotted or
issued and fully paid before the date on which the Offer
closes or before such earlier date as Agbar (subject to the
City Code) may determine not being earlier than the date on
which the Offer becomes or is declared unconditional as to
acceptances,
but excludes any shares held as treasury shares on such date
as Agbar may determine before the date on which the Offer
closes (which may be a different date to the date referred to
in (ii))
"Canada" Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof
"City Code" the City Code on Takeovers and Mergers
"Dresdner Kleinwort Wasserstein" Dresdner Kleinwort Wasserstein Limited
"Ecofin" Ecofin Water and Power Opportunities plc
"Japan" Japan, its cities, prefectures, territories and possessions
"LIBOR" the London inter-bank Offered Rate expressed as a rate per
annum for six month sterling deposits of #1 million
"Listing Rules" the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under
Part VI of the Financial Services and Markets Act 2000
"Loan Note Alternative" the alternative whereby eligible Bristol Water Shareholders
validly accepting the Offer may elect to receive Loan Notes
instead of all or part of the cash consideration to which they
would otherwise be entitled under the Offer
"Loan Notes" the loan notes of Agbar to be issued pursuant to the Loan Note
Alternative
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer (including the Loan Note
Alternative) to be made by Societe Generale, on the terms and
subject to the conditions to be set out in the offer document,
on behalf of Agbar to acquire the Bristol Water Shares,
including where the context so requires, any subsequent
revision, variation, extension or renewal of such offer
"Offer Price" #10.60 per Bristol Water Share
"Panel" The Panel on Takeovers and Mergers
"Regulatory Information Service" a Regulatory Information Service that is approved by the
Financial Services Authority as meeting the Primary
Information Provider criteria and that is on the list of
Regulatory Information Services maintained by the Financial
Services Authority
"Societe Generale" Societe Generale S.A.
"treasury shares" any Bristol Water Shares held by Bristol Water as treasury
shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"United States of America" or "United the United States of America, its territories and possessions,
States" or "US" any state of the United States and the District of Columbia
"US Exchange Act" the United States Securities Exchange Act of 1934 as amended
"US Person" a US person within the meaning of Regulation S under the US
Securities Act
"US Securities Act" the United States Securities Act of 1933 and the rules and
regulations promulgated thereunder (as amended)
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "
undertaking" and "associated undertaking" have the meanings given by the
Companies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule
4A of the Companies Act 1985).
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFBQFLBLQZBEBBX
Bristol Water (LSE:BWG)
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