TIDMBBY TIDMCLLN
RNS Number : 2939N
Balfour Beatty PLC
24 July 2014
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
UNDERTAKE ANY TRANSACTION UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY
THAT ANY TRANSACTION WILL PROCEED, OR AS TO THE TERMS OF ANY SUCH
TRANSACTION, EVEN IF THE PRE-CONDITIONS BELOW ARE SATISFIED.
FOR IMMEDIATE RELEASE
24 July 2014
Balfour Beatty plc ("Balfour Beatty") and Carillion plc
("Carillion")
Possible Merger
In view of recent media speculation the Boards of Carillion and
Balfour Beatty can confirm that, following an approach from
Carillion to Balfour Beatty, they are engaged in preliminary
discussions in relation to a possible merger of Carillion and
Balfour Beatty.
The Boards of Carillion and Balfour Beatty believe that the
merger of the two groups has the potential to create a market
leading services, investments, and construction business of
considerable depth and scale. Work is now underway to develop a
strategy and outline business plan for a combined entity,
underpinned by the evaluation of achievable synergies, future
financing arrangements and a number of other essential supporting
workstreams. In evaluating the merits of the merger, the two boards
will, inter alia, wish to be satisfied that such a merger would
lead to very significant value creation for the benefit of both
sets of shareholders.
The two parties have agreed that Balfour Beatty's publicly
announced sale process for Parsons Brinckerhoff, which is already
underway, will proceed unaffected by this announcement, subject to
achieving acceptable value and terms.
The Boards of Carillion and Balfour Beatty note that they would
only proceed with a merger if, inter alia, (i) both Carillion and
Balfour Beatty were to conclude due diligence to their
satisfaction; and (ii) the Boards of Carillion and Balfour Beatty
were to recommend it to their shareholders. In accordance with Rule
2.5(c)(i) of the Code, Carillion and Balfour Beatty confirm that
the pre-conditions referenced in (i) and (ii) above must be
satisfied prior to the agreement of any transaction.
No final decision has been reached regarding the structure of
any merger. Accordingly until further notice, for the purposes of
the Code, both Balfour Beatty and Carillion will be treated as
offeree companies.
As required by Rule 2.6(a) of the Code each of Carillion and
Balfour Beatty are required, by not later than 5.00 p.m. on 21
August 2014, to either announce a firm intention to undertake a
transaction in accordance with Rule 2.7 of the Code or announce
that they do not intend to undertake a transaction, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. Either deadline may be extended with the
consent of the Panel in accordance with Rule 2.6(c) of the
Code.
A further announcement will be made in due course, as
appropriate. In the meantime, there can be no certainty that any
offer will be made by either Carillion or Balfour Beatty or as to
the terms on which any such offer might be made.
Enquiries:
Carillion
John Denning, Director Group Corporate
Affairs +44 (0) 1902 316 426
Finsbury (PR Adviser to Carillion)
James Murgatroyd +44 (0) 207 251 3801
Gordon Simpson
Balfour Beatty
Anoop Kang, Head of Investor Relations +44 (0) 207 216 6913
Patrick Kerr, Director of Corporate
Communications +44 (0) 207 963 4258
Maitland (PR Adviser to Balfour Beatty)
Neil Bennett +44 (0) 207 370 5151
Liz Morley
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on websites
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Carillion's website at www.carillionplc.com and
Balfour Beatty's website at www.balfourbeatty.com by no later than
12 noon (London time) on 25 July 2014.
The content of the websites referred to in this announcement is
not incorporated into and does not form part of this
announcement.
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 OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER OFFER OR AN OFFER
OF SECURITIES. NO OFFER OR SALE OF SECURITIES MAY OCCUR IN THE
UNITED STATES UNLESS THE TRANSACTION HAS BEEN REGISTERED UNDER THE
US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR IS EXEMPT FROM
REGISTRATION THEREUNDER. NO SECURITIES HAVE BEEN OR WILL BE
REGISTERED UNDER THE SECURITIES ACT AND THERE WILL BE NO PUBLIC
OFFER OF SECURITIES IN THE UNITED STATES.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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