Offer Update
29 Mayo 2003 - 2:02AM
UK Regulatory
RNS Number:6578L
Ferrovial Servicios S.A.
29 May 2003
OFFER FOR AMEY PLC
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.
FOR IMMEDIATE RELEASE
29 May 2003
Recommended Cash Offer by
Ferrovial Servicios, S.A. ("Ferrovial Servicios")
a wholly owned subsidiary of
Grupo Ferrovial, S.A. ("Ferrovial")
for
Amey plc ("Amey")
Offer declared wholly unconditional
The board of Ferrovial Servicios is pleased to announce that all conditions
relating to the Offer, as set out in the offer document dated 25 April 2003,
have now been satisfied or waived. Accordingly, the Offer has been declared
unconditional in all respects. The Offer remains open for acceptance until
further notice.
By 3.00 p.m. on 28 May 2003 valid acceptances of the Offer had been received in
respect of a total of 224,659,375 Amey Shares, representing approximately 88.6
per cent. of the existing issued ordinary share capital of Amey.
On 16 April 2003, Ferrovial Servicios announced that it had received irrevocable
undertakings to accept the Offer in respect of 82,330,551 Amey Shares,
representing approximately 32.6 per cent. of the existing issued ordinary share
capital of Amey. Valid acceptances have been received in respect of 82,325,551
of the shares subject to these undertakings and are included in the total for
valid acceptances.
Accordingly, Ferrovial Servicios has received valid acceptances or has
outstanding irrevocable commitments to accept the Offer in respect of a total of
224,664,375 Amey Shares, representing approximately 88.6 per cent. of the
existing issued ordinary share capital of Amey.
Amey Shareholders who have not yet accepted the Offer are reminded to complete
and return their Form of Acceptance (whether or not their Amey Shares are held
in CREST) as soon as possible to be received by post or (during normal business
hours) by hand by Capita IRG Plc at Corporate Actions, PO Box 166, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TH.
As stated in the offer document, as and when Ferrovial Servicios receives
acceptances in respect of 90 per cent. or more of the Amey Shares, Ferrovial
Servicios intends to exercise its rights to acquire compulsorily any outstanding
Amey Shares to which the Offer relates by applying the provisions of sections
428 to 430F of the Act.
Ferrovial Servicios intends to procure that Amey applies to the UK Listing
Authority for the cancellation of the listing of Amey Shares on the Official
List and to the London Stock Exchange for the cancellation of the admission to
trading of the Amey Shares on the London Stock Exchange's market for listed
securities. It is intended that such cancellation will take effect at 8.00 a.m.
on 26 June 2003.
Consideration under the Offer will be despatched by 11 June 2003 to Amey
Shareholders who had by 3.00 p.m. on 28 May 2003 provided valid acceptances
under the Offer. Consideration in respect of valid acceptances received after
3.00 p.m. on 28 May 2003 will be despatched to accepting Amey Shareholders
within 14 days of such receipt.
Neither Ferrovial Servicios nor any person acting, or deemed to be acting, in
concert with Ferrovial Servicios for the purpose of the Offer owned or
controlled any Amey Shares or any rights over such Amey Shares prior to the
commencement of the Offer Period. Save as referred to above, neither Ferrovial
Servicios nor any person acting, or deemed to be acting, in concert with
Ferrovial Servicios for the purposes of the Offer has acquired or agreed to
acquire any Amey Shares or any rights over such Amey Shares during the Offer
Period.
Definitions used in the offer document dated 25 April 2003 have the same meaning
in this announcement, unless the context requires otherwise.
PricewaterhouseCoopers, which is authorised by the Financial Services Authority
to carry on investment business, is acting exclusively for Ferrovial Servicios
and for no one else in relation to the Offer and will not be responsible to
anyone other than Ferrovial Servicios for providing the protections afforded to
clients of PricewaterhouseCoopers or for giving advice in relation to the Offer
or any other matter referred to in this announcement.
The Offer has not been made in or into and will not be capable of acceptance in
or from Canada, Australia or Japan. In addition the Offer has not been made,
directly or indirectly, in or into, or by use of the mails or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or by any facilities of a national securities
exchange of, the United States and the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within the United
States. Accordingly, copies of this announcement are not being, and must not
be, mailed or otherwise forwarded, distributed or sent in, into or from the
United States. Custodians, nominees and trustees should observe these
restrictions and should not send or distribute this announcement in or into the
United States, Canada, Australia or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUWOKRONRVUAR