TIDMCLLN TIDMEAGA

RNS Number : 9858D

Carillion PLC

31 March 2011

31 March 2011

Carillion notes Eaga has signed an extension to its Warm Front contract with the UK Government.

Carillion is pleased to note the announcement made by Eaga plc ("Eaga") today (reproduced in the Appendix to this announcement) that Eaga has concluded negotiations with the UK Department for Energy and Climate Change for an extension to its contract to deliver the Warm Front Scheme across England. This contract will run to 31 March 2013 and has total funding allocated across the period to March 2013 of approximately GBP210 million.

Carillion announced its proposed GBP306.5 million acquisition of Eaga on 11 February (the "Acquisition") which is being effected by way of a scheme of arrangement (the "Scheme") between the Eaga and its shareholders (other than Carillion, to the extent that it holds shares in Eaga) under Part 26 of the Companies Act 2006. Completion of the Acquisition, which is expected to be during April 2011, 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.

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.

For further information

John Denning, Director Group Corporate Affairs, Carillion plc +44 (0)1902316426

Finsbury

James Murgatroyd

Gordon Simpson +44(0) 20 7251 3801

Notes to editors

Carillion is one of the UK's leading support services companies with a substantial portfolio of Public Private Partnership projects and extensive construction capabilities. The Group has annual revenue of around GBP5 billion, employs some 46,000 people and operates across the UK, in the Middle East, Canada and the Caribbean. In the UK, Carillion's principal market sectors are Defence, Education, Health, Facilities Management & Services, Rail, Roads, Building, Civil Engineering and Utilities Services.

In the Middle East, Carillion's principal market sectors are Construction and Facilities Management. In Canada and the Caribbean, the Group's main sectors are Health, Roads Maintenance and Construction.

Carillion's portfolio of equity investments in Public Private Partnership projects includes projects in the UK and Canada, particularly in the Defence, Education, Health and Transport sectors.

Terms defined in Carillion's announcement dated 11 February 2011 have the same meaning in this announcement, unless otherwise indicated.

Further Information

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, including details of how to vote with respect to the Scheme. Please read carefully the Scheme Document in its entirety before making a decision with respect to the Acquisition. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document. Eaga Shareholders may obtain a further free copy of the Scheme Document from DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement is not an offer of securities for sale in the United States and the New Carillion Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, and no regulatory clearance in respect of the New Carillion Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Carillion Shares may not be offered or sold in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The New Carillion Shares will be issued in reliance (if required) upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The New Carillion Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from any Restricted Jurisdiction (as defined in the Prospectus) or to, or for the account or benefit of, any resident of any Restricted Jurisdiction absent an exemption from registration or an exemption under relevant securities law.

Notice to US investors in Eaga: The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation has been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Carillion Shares to be issued in connection with such offer will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Carillion does not intend to register any such New Carillion Shares or part thereof in the United States or to conduct a public offering of the New Carillion Shares in the United States.

Publication on Carillion Website

A copy of this announcement will be made available for inspection on Carillion's website (www.carillionplc.com) free of charge.

APPENDIX

Eaga plc ("Eaga")

Statement re the extension to the Warm Front contract

Eaga announces that it has successfully concluded negotiations with the Department of Energy and Climate Change (DECC) for an extension to its contract to deliver the Warm Front Scheme across England. The contract will now run to 31 March 2013, and the commercial terms of this contract extension are in line with previous expectations.

Warm Front remains an important scheme to tackle fuel poverty in England and has total funding allocated across the period to March 2013 of approximately GBP210m.

Drew Johnson Eaga's Chief Executive Officer, said that: "I am pleased that we are continuing to deliver the Warm Front Scheme for DECC which will provide an important strategic foundation for Eaga to leverage into the wider Green Deal and Energy Company Obligation programmes that are continuing to take shape."

For further information please contact:

Eaga plc

Drew Johnson, Chief Executive Officer

Giles Sharp, Chief Financial Officer

Neil Spann, Director of Investor Relations

0191 2458501

MHP Communications

Andrew Jaques

Ian Payne

0203 1288100

This information is provided by RNS

The company news service from the London Stock Exchange

END

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