TIDMCLLN
RNS Number : 3342F
Carillion PLC
21 April 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
21 April 2011
CARILLION PLC
RECOMMENDED ACQUISITION OF EAGA PLC BY CARILLION PLC
COMPLETION OF THE ACQUISITION OF EAGA PLC BY CARILLION PLC
Carillion is pleased to announce that the scheme of arrangement
(the "Scheme") under Part 26 of the Companies Act 2006 to implement
the recommended acquisition by Carillion plc ("Carillion") of the
entire issued and to be issued ordinary share capital of Eaga plc
("Eaga") (the "Acquisition") completed in accordance with its
terms.
Commenting on the Acquisition, John McDonough, Carillion Chief
Executive said:
"The acquisition of Eaga is an important strategic step in
Carillion's development. The combination of Carillion and Eaga
brings together two highly complementary businesses and creates a
scalable platform to build the UK's largest independent energy
services provider.
"As one of the UK's leading support services companies,
delivering services to manage, maintain and operate large, complex
property estates and infrastructure networks, we expect the low
carbon market to provide major new opportunities for our support
services business.
"The addition of Eaga's sector-leading expertise in energy
efficiency solutions will therefore significantly enhance our
prospects for growth, through extending the scope of our integrated
support services offering for existing and new customers.
"Carillion will also provide the scale and resources necessary
to take advantage of the many substantial growth opportunities that
Eaga is already pursuing in the low carbon market.
"We therefore continue to expect the acquisition to be
immediately earnings enhancing, adding to Carillion's previously
announced objectives for growth in both the short and medium
term."
Eaga partnership trusts
Carillion notes that, by electing for the Share Alternative in
respect of all the cash to which they would have been entitled
under the Acquisition, the Eaga partnership trusts (Eaga
Partnership Trustee Limited and Eaga Partnership Trustee Two
Limited) now have a combined shareholding of 6.59 per cent. in
Carillion, making them a significant shareholder of Carillion.
Settlement
As announced by Carillion on 11 February 2011, Carillion
acquired 41,580,041 Eaga Shares in the market at 120 pence for each
Eaga Share.
In accordance with the terms of the Scheme, in respect of Eaga
Shares for which no valid election under the Share Alternative has
been made, Eaga Shareholders will receive consideration of 118.79
pence in cash for each Eaga Share.
Pursuant to the Share Alternative, elections for New Carillion
Shares will be met in full. Eaga Shareholders who elected for the
Share Alternative will receive New Carillion Shares instead of some
or all of the cash consideration, in accordance with their
election. Eaga Shareholders shall receive approximately 0.3084 of a
New Carillion Share for each Eaga Share. Accordingly, Carillion
will pay a total of GBP131,333,561 in cash (in respect of Eaga
Shares not already owned by Carillion) and issue 30,613,192 New
Carillion Shares to Eaga Shareholders.
Fractions of New Carillion Shares shall not be allotted or
issued to holders of Scheme Shares pursuant to the Scheme. All
fractional entitlements to which holders of Scheme Shares would
have become entitled will be aggregated and sold by Carillion's
brokers in the market, and the net proceeds of sale shall be paid
in cash pro rata to the Scheme Shareholders entitled thereto.
Settlement of New Carillion Shares through CREST is expected to
take place on 21 April 2011. Despatch of cheques in respect of cash
consideration or settlement of cash consideration through CREST (as
appropriate) and statements of entitlements to or share
certificates in relation to New Carillion Shares (as appropriate)
will take place no later than 5 May 2011. Settlement of the cash
consideration whether by cheque or through CREST will also include
cash in respect of any fractional entitlements.
Listing, delisting and dealing
Dealings in Eaga Shares on the London Stock Exchange's main
market for listed securities and the listing of the Eaga Shares on
the Official List of the UK Listing Authority were cancelled at
Eaga's request with effect from 8.00 a.m. today.
The 30,613,192 New Carillion Shares allotted and issued to
Scheme Shareholders were admitted to listing on the Official List
of the UK Listing Authority with a premium listing, and to trading
on the London Stock Exchange's main market for listed securities
with effect from 8.00 a.m. today.
Unless stated otherwise, terms defined in the Scheme Document
dated 4 March 2011 have the same meaning in this announcement.
All times referred to in this announcement are references to
London time.
Enquiries
Carillion plc +44 (0)1902 422 431
John McDonough, Chief Executive
Richard Adam, Group Finance Director
John Denning, Director Group Corporate
Affairs +44 (0)1902 316426
Lazard & Co., Limited (Financial Adviser) +44 (0)20 7187 2000
Nicholas Shott
Cyrus Kapadia
Vasco Litchfield
Morgan Stanley & Co. International plc
(Joint Corporate Broker) +44 (0)20 7425 8000
Peter Moorhouse
Alastair Walmsley
Oriel Securities Limited (Joint Corporate
Broker) +44 (0)20 7710 7600
David Arch
Finsbury (PR Adviser) +44 (0)20 7251 3801
James Murgatroyd
Gordon Simpson
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 over GBP5 billion, employs around 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.
Eaga plc is a leading green support services company and one of
the largest installers of renewable technologies in the UK. Eaga
employs around 4,500 people and operates across three main markets:
carbon services where Eaga is a market leader in the provision of
carbon savings to energy generators and utilities to assist them in
meeting their regulatory obligations; Heating and Renewables
Services where Eaga is one of the largest installers of domestic
heating and renewable technologies; and Managed Services where Eaga
provides outsourced solutions to a range of customers.
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.
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 has been 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.
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
507356208
This information is provided by RNS
The company news service from the London Stock Exchange
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