TIDMMAYG
RNS Number : 6468I
May Gurney Integrated Services Plc
04 July 2013
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
4 July 2013
May Gurney Integrated Services plc
Rule 2.10 Announcement
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, May Gurney Integrated Services plc ("May Gurney")
announces the allotment and issuance of one deferred share of one
pence to Kier Group plc ("Kier"), which allotment and issuance was
made today. Accordingly, the issued securities of May Gurney
comprise 70,236,016 ordinary shares of five pence each and one
deferred share of one pence. The International Securities
Identification Number for the ordinary shares is GB00B1528L44.
It is expected that the cancellation of the admission to trading
on AIM of, and cessation of dealings in, the ordinary shares will
each take place at 7:00 a.m. (London time) on 8 July 2013.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meaning as given to
them in the scheme document containing the Scheme that was sent to
May Gurney Shareholders on 14 May 2013.
Copies of this announcement will be available on the Company's
website at www.maygurney.co.uk by no later than 12 noon on 5 July
2013.
Enquiries:
+44 (0) 1603 727
May Gurney 272
Mark Hazlewood
Willie MacDiarmid
Canaccord Genuity (financial adviser
to May Gurney)
Chris Robinson
Peter Stewart +44 (0) 20 7665 4500
Peel Hunt (broker and nominated adviser
to May Gurney)
Justin Jones
Mike Bell +44 (0) 20 7418 8900
Citigate Dewe Rogerson (PR adviser to
May Gurney) +44 (0) 20 7638 9571
Ginny Pulbrook
Angharad Couch
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise. The Acquisition will be effected solely
by means of the Scheme Document which, together with the Forms of
Proxy, will contain the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Acquisition.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their May Gurney Shares in respect of the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law and the City Code and the 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.
Copies of this announcement, the Scheme Document, the Forms of
Proxy, the Forms of Election and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into
or from any Restricted Jurisdiction.
Notice to US investors
The Acquisition relates to the shares of an English 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 Exchange Act.
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 May Gurney Shares to
enforce their rights and any claim arising out of US federal laws,
since Kier and May Gurney are 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 May Gurney 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.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for May Gurney
and no one else in connection with the Acquisition and will not be
responsible to anyone other than May Gurney for providing the
protections afforded to clients of Canaccord Genuity or for
providing advice in relation to the Acquisition, or any matter
referred to in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and broker to
May Gurney and for no one else in connection with the Acquisition
and will not be responsible to anyone other than May Gurney for
providing the protections afforded to clients of Peel Hunt LLP or
for providing advice in relation to the Acquisition, or any matter
referred to in this announcement.
Publication on websites
Copies of this announcement, the Scheme Document, the Forms of
Proxy and the Forms of Election are available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on May Gurney's website
(www.maygurney.co.uk), up to and including the Effective Date.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 paper 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
RTTNKQDKQBKDNOK
MAY Gurney (LSE:MAYG)
Historical Stock Chart
From Nov 2024 to Dec 2024
MAY Gurney (LSE:MAYG)
Historical Stock Chart
From Dec 2023 to Dec 2024
