TIDMHYC
RNS Number : 4289U
Hyder Consulting PLC
15 October 2014
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 THAT
JURISDICTION
15 October 2014
RECOMMENDED CASH OFFER
for
HYDER CONSULTING PLC
by
ARCADIS UK INVESTMENTS B.V.
a wholly-owned subsidiary of
ARCADIS N.V.
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Hyder Consulting PLC ("Hyder") announces that, pursuant to the
exercise of options granted under the Hyder Consulting PLC
Executive Share Option Scheme (2002) and under the Hyder Consulting
PLC 2006 Long Term Incentive Plan ("LTIP"), it has allotted and
issued today, credited as fully paid 55,743 new Hyder Shares. The
newly issued Hyder Shares will rank pari passu with Hyder's
existing ordinary shares.
In accordance with Rule 2.10 of the Code, Hyder confirms that as
at the date of this announcement, it has 38,999,157 ordinary shares
of 10 pence each in issue, 38,995,030 of which are admitted to
trading on the Main Market of the London Stock Exchange under ISIN
reference GB0032072174.
The new Hyder Shares allotted and issued today include 4,127
Hyder Shares allotted and issued to Ivor Catto, a director of the
Company. Hyder Shares already in issue totalling 109,454 have also
today been transferred to Ivor Catto and 71,305 to Russell Down, a
director of the Company and 45,577 to Graham Reid, a person
discharging managerial responsibilities, pursuant to the exercise
of options granted under the LTIP.
Capitalised terms, unless otherwise defined in this
announcement, have the meaning given to them in the Scheme Document
published on 2 September 2014.
Enquiries
Hyder
+44 (0) 203 014 9000
Ivor Catto, Chief Executive
Russell Down, Group Finance Director
Investec Bank plc (Financial
Adviser and Rule 3 Adviser to
Hyder)
+44 (0) 207 597 4000
Christopher Baird
James Ireland
Josh Levy
Numis Securities Limited (Broker
to Hyder)
+44 (0) 207 260 1000
David Poutney
James Serjeant
Stuart Skinner
Citigate Dewe Rogerson (Public
Relations Adviser to Hyder)
+44 (0) 207 282 2945
Tom Baldock
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation 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.
Investec Bank plc, which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to Hyder and no-one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Hyder for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
broker to Hyder and no-one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Hyder for providing the protections afforded to its
clients or for providing broking advice in connection with the
subject matter of this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement or
availability of the Acquisition in jurisdictions other than the
United Kingdom may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should therefore
inform themselves of, and observe, any applicable requirements. Any
failure to comply with the restrictions may constitute a violation
of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the Takeover Code
and the information disclosed may not be the same as that which
would have been disclosed if this document had been prepared in
accordance with the laws of any jurisdiction outside the United
Kingdom.
The Acquisition relates to shares of an English public limited
company and is being effected by means of a scheme of arrangement
under the laws of England and Wales. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of tender offer rules or the laws of
other jurisdictions outside the United Kingdom.
The availability of the Acquisition to Hyder Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory
requirements.
Notice to US investors in Hyder
The Acquisition relates to the shares of an English public
limited company and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules.
It may be difficult for US holders of Hyder Shares to enforce
their rights and any claim arising out of the US federal laws,
since ARCADIS, AUK Investments and Hyder are each located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Hyder Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 Takeover 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 p.m. (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 Panel's website at 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
Copies of the announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
restricted jurisdictions, on the website of Hyder at
www.hyderconsulting.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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