TIDMEAGA TIDMCLLN
RNS Number : 0380F
Eaga plc
15 April 2011
15 April 2011
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction
Eaga plc
Recommended acquisition of Eaga plc by Carillion plc
Sanction of Scheme by the Court
Eaga plc ("Eaga" or the "Company") announces that today, at the
first of two court hearings, the Court has made an order
sanctioning the scheme of arrangement ("Scheme") under Part 26 of
the Companies Act 2006 to effect the proposed acquisition by
Carillion plc ("Carillion") of the entire issued and to be issued
share capital of the Company ("Acquisition").
In order for the Scheme to become effective in accordance with
its terms, the Court must confirm the Reduction of Capital at the
Reduction of Capital Hearing, which is expected to take place on 19
April 2011.
Next Steps
Dealings in Eaga Shares will be suspended at or about 7.30 a.m.
on 18 April 2011. Subject to the Court confirming the capital
reduction at the Reduction of Capital Hearing on 19 April 2011, it
is expected that the Scheme will become effective on 20 April 2011
and that the listing of the Eaga Shares on the Official List will
be cancelled, and the Eaga Shares will cease to be admitted to
trading on the London Stock Exchange's main market for listed
securities, at or about 8.00 a.m. on 21 April 2011.
If the Scheme becomes effective on 20 April 2011, it is expected
that the listing of the New Carillion Shares on the Official List
and the admission of the New Carillion Shares to trading on the
London Stock Exchange's main market for listed securities will take
effect at or about 8.00 a.m. on 21 April 2011.
The dates stated above are indicative only and will depend,
among other things, on the dates upon which the Court confirms the
Reduction of Capital.
Other
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document sent to shareholders in relation to the
Scheme dated 4 March 2011.
All times referred to in this announcement are references to
London time.
Enquiries:
Eaga plc
Drew Johnson, Chief Executive Officer +44 (0) 191 245 8501
Giles Sharp, Chief Financial Officer
J.P. Morgan Cazenove (Lead Financial Adviser +44 (0) 20 7588
2828 and Joint Corporate Broker)
Patrick Magee
Dwayne Lysaght
Guy Marks
Noble Grossart (Financial Adviser) +44 (0) 131 226 7011
Guy Stenhouse
Todd Nugent
Brewin Dolphin (Joint Corporate Broker) +44 (0) 20 7248 4400
Graeme Summers
Nick Owen
Sandy Fraser
J.P. Morgan plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively for Eaga and for no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Eaga for providing the protections afforded to
clients of J.P. Morgan plc nor for providing advice in connection
with the Acquisition or this announcement or any matter referred to
herein.
Noble Grossart Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Eaga and for no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Eaga for providing the protections afforded to
clients of Noble Grossart Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
Brewin Dolphin Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Eaga and for no one else in connection with the
Acquisition and this announcement, and will not be responsible to
anyone other than Eaga for providing the protections afforded to
clients of Brewin Dolphin Limited nor for providing advice in
connection with the Acquisition or this announcement or any matter
referred to herein.
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 Eaga are advised to
read carefully the formal documentation in relation to the
Acquisition.
Overseas Jurisdictions
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules and information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in
or into 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 such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
NOTICE TO US INVESTORS
The Acquisition relates to the shares of an English company and
is being implemented by means of a scheme of arrangement provided
for under English company law. The Acquisition is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure and other
requirements of US securities laws. Financial information relating
to Eaga included, referred to or incorporated by reference in the
relevant documentation has been prepared in accordance with
accounting standards applicable in the UK that may not be
comparable to the financial statements of US companies.
This announcement is not an offer of securities for sale in the
United States. The New Carillion Shares will not be, and are not
required to be, registered with the SEC in the United States under
the US Securities Act, in reliance upon the exemption from the
registration requirements of the US Securities Act provided by
section 3(a)(10) of that Act.
Neither the SEC nor any other US federal or state securities
commission or regulatory authority has approved or disapproved the
New Carillion Shares or passed an opinion on the adequacy of the
Scheme Document or this announcement.
PUBLICATION ON EAGA WEBSITE
A copy of this announcement will be available free of charge for
inspection on Eaga's website at www.eaga.com by no later than 8.00
a.m. (London time) on 18 April 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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