TIDMCLLN TIDMEAGA
RNS Number : 8253D
Carillion PLC
29 March 2011
29 March 2011
CARILLION PLC
RECOMMENDED ACQUISITION OF EAGA PLC BY CARILLION PLC
RESULTS OF EAGA SHAREHOLDER MEETINGS AND FSA APPROVAL
Carillion plc ("Carillion") is pleased to note the announcement
made by Eaga plc ("Eaga") regarding the passing of all resolutions
and approval of the Scheme (as defined below) at the Eaga Court and
General Meetings held in respect of the proposed acquisition to be
made by Carillion of the entire issued and to be issued share
capital of Eaga (the "Acquisition") which is being effected by way
of a scheme of arrangement ("Scheme") between Eaga and its
shareholders (other than Carillion, to the extent that it holds
shares in Eaga) under Part 26 of the Companies Act 2006.
In addition, Carillion is pleased to announce that the FSA has
notified Carillion that it has approved the application for a
change in control of Eaga Insurance Services Limited. Completion of
the Acquisition remains subject to the satisfaction or (if capable
of waiver) waiver of the remaining Conditions, including the
sanction of the Scheme and the associated capital reduction by the
Court. The date of the hearing to sanction the Scheme, is expected
to be 15 April 2011 and the hearing to confirm the capital
reduction is expected to be 19 April 2011. If the Court sanctions
the Scheme and confirms the capital reduction, it is expected that
the Scheme will become effective on 20 April 2011 and that the
cancellation of the listing of Eaga Shares will take place by 8.00
a.m. on 21 April 2011. If the Scheme does become effective on 20
April 2011, it is expected that the admission of the New Carillion
Shares to trading on the London Stock Exchange's main market for
listed securities will take effect on 21 April 2011.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court sanctions the
Scheme and confirms the associated capital reduction and the date
on which the Conditions are satisfied or (if capable of waiver)
waived.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the document sent to Eaga shareholders in relation to the Scheme
dated 4 March 2011.
Enquiries
+44 (0)1902 422
Carillion plc 431
John McDonough, Chief Executive
Richard Adam, Group Finance Director
John Denning, Director Group
Corporate Affairs +44 (0)1902 316426
Lazard & Co., Limited (Financial +44 (0)20 7187
Adviser) 2000
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Morgan Stanley & Co. International +44 (0)20 7425
plc (Joint Corporate Broker) 8000
Peter Moorhouse
Alastair Walmsley
Oriel Securities Limited (Joint +44 (0)20 7710
Corporate Broker) 7600
David Arch
Finsbury (PR Adviser) +44 (0)20 7251
3801
James Murgatroyd
Gordon Simpson
Lazard, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Carillion and no one else in connection with the Acquisition and
this announcement, and will not be responsible to anyone other than
Carillion for providing the protections afforded to clients of
Lazard nor for providing advice in connection with the Acquisition
or this announcement or any matter referred to herein.
Morgan Stanley & Co. International plc is acting as
corporate broker exclusively for Carillion and no one else in
connection with the Acquisition and this announcement, and will not
be responsible to anyone other than Carillion for providing the
protections afforded to clients of Morgan Stanley & Co.
International plc nor for providing advice in connection with the
Acquisition or this announcement or any matter referred to
herein.
Oriel Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Carillion and no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Carillion for providing the protections afforded
to clients of Oriel Securities nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in any such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or any invitation to purchase or
subscribe for any securities or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise. This announcement does not constitute a prospectus or a
prospectus equivalent document. Shareholders of Carillion and Eaga
are advised to read carefully the formal documentation in relation
to the Acquisition. The proposals for the Acquisition are being
made solely through the Scheme Document, which contains the full
terms and conditions of the Scheme. Eaga Shareholders may obtain a
further free copy of the Scheme Document from DLA Piper UK LLP at 3
Noble Street, London, EC2V 7EE.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR
FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR
SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO
PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE
DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR
OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE
MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME
DOCUMENT AND THE PROSPECTUS.
1. Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about
and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
In particular, this announcement is not an offer of securities
for sale in the United States and the New Carillion Shares, which
will be issued in connection with the Acquisition, have not been,
and will not be, registered under the US Securities Act or under
the securities law of any state, district or other jurisdiction of
the United States, and no regulatory clearance in respect of the
New Carillion Shares has been, or will be, applied for in any
jurisdiction other than the UK. The New Carillion Shares may not be
offered or sold in the United States absent registration under the
US Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act. The New Carillion Shares will be issued in reliance
(if required) upon the exemption from the registration requirements
of the US Securities Act provided by Section 3(a)(10) thereof. The
New Carillion Shares may not be offered, sold, resold, delivered or
distributed, directly or indirectly, in, into or from any
Restricted Jurisdiction (as defined in the Prospectus) or to, or
for the account or benefit of, any resident of any Restricted
Jurisdiction absent an exemption from registration or an exemption
under relevant securities law.
Notice to US investors in Eaga: The Acquisition relates to the
shares of a UK company and is proposed to be made by means of a
scheme of arrangement provided for under the laws of England and
Wales. The Acquisition is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the disclosure and other
requirements of US securities laws. Financial information included
in the relevant documentation will have been prepared in accordance
with accounting standards applicable in the United Kingdom that may
not be comparable to the financial statements of US companies.
If the Acquisition is implemented by way of an Offer, it will be
made in accordance with the procedural and filing requirements of
the US securities laws, to the extent applicable. If the
Acquisition is implemented by way of an Offer, the New Carillion
Shares to be issued in connection with such offer will not be
registered under the US Securities Act or under the securities laws
of any state, district or other jurisdiction of the United States
and may not be offered or sold in the United States except pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act or such
other securities laws. Carillion does not intend to register any
such New Carillion Shares or part thereof in the United States or
to conduct a public offering of the New Carillion Shares in the
United States.
2. Publication on Carillion Website
A copy of this announcement will be made available for
inspection on Carillion's website (www.carillionplc.com) free of
charge.
END
507388553
This information is provided by RNS
The company news service from the London Stock Exchange
END
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