Completion of Acquisition
July 08 2010 - 8:37AM
UK Regulatory
TIDMBAB TIDMVTG
RNS Number : 0595P
Babcock International Group PLC
08 July 2010
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.
Recommended Acquisition
by
Babcock International Group PLC
of
VT Group plc
8 July 2010
Completion of Acquisition
Babcock International Group PLC ("Babcock") and VT Group plc ("VT") are pleased
to announce that the Scheme has now become Effective and the entire issued share
capital of VT is owned by Babcock
Admission to trading of VT Shares on the London Stock Exchange's market for
listed securities and listing of VT Shares on the Official List of the UK
Listing Authority will be cancelled at 8.00 a.m. tomorrow, 9 July 2010.
Result of elections under the Mix and Match Facility
Share Elections in respect of a total number of 10,115,838 Scheme Shares and
Cash Elections in respect of 31,433,584 Scheme Shares were made by the Scheme
Shareholders. Accordingly, valid elections received during this period: (i) for
additional cash will be scaled down on a pro rata basis; and (ii) for additional
New Babcock Shares will be satisfied in full, with the result that Scheme
Shareholders who have made an election to receive additional cash under the Mix
and Match Facility will receive 0.5067 New Babcock Shares and GBP4.7797 in cash
per VT Share, in each case, in respect of which a valid election has been made.
Settlement
Despatch of cheques or settlement through CREST (as appropriate) in respect of
cash consideration and crediting of statements of entitlement or despatch of
share certificates in respect of the New Babcock Shares (as appropriate) will
take place no later than 22 July 2010.
Application has been made for the admission of 128,707,575 New Babcock Shares to
listing on the Official List of the UK Listing Authority and to trading on the
London Stock Exchange's main market for listed securities, admission will occur
with effect from 8.00 a.m. tomorrow, 9 July 2010.
Defined terms used in this announcement have the same meanings as set out in the
Scheme Circular published by VT on 26 April 2010.
Commenting on the completion, Peter Rogers, (CEO of Babcock) said:
"I am pleased to announce today the completion of the acquisition of VT. We
welcome all at VT and we look forward to working together to integrate the two
companies. The acquisition brings together two highly complementary groups with
similar operating models, customers and core competencies, in line with our
strategy to be the leading engineering support services company in the UK.
The acquisition of VT marks the next stage of Babcock's development and will
mean the company is better placed to deliver a broader range of solutions to
existing customers through a greater range of capabilities and expertise. The
combined group will be better positioned to deliver increased services and
efficiencies to all our customers."
Enquiries:
Babcock International Group PLC
+------------------------+--------------------+
| Peter Rogers, Chief | Tel: +44 (0)20 |
| Executive | 7355 5300 |
+------------------------+--------------------+
| Bill Tame, Group | |
| Finance Director | |
+------------------------+--------------------+
J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock)
+------------------------+--------------------+
| Andrew Truscott | Tel: +44 (0)20 |
| | 7588 2828 |
+------------------------+--------------------+
| Malcolm Moir | |
+------------------------+--------------------+
| Guy Marks | |
+------------------------+--------------------+
| Christopher Dickinson | |
+------------------------+--------------------+
Evercore Partners (joint financial adviser to Babcock)
+------------------------+--------------------+
| Bernard Taylor | Tel: +44 (0)20 |
| | 7268 2700 |
+------------------------+--------------------+
| Julian Oakley | |
+------------------------+--------------------+
VT Group plc
+------------------------+--------------------+
| Paul Lester | Tel: +44 (0)23 |
| | 8083 9001 |
+------------------------+--------------------+
| Philip Harrison | |
+------------------------+--------------------+
Rothschild (financial adviser to VT)
+------------------------+--------------------+
| Robert Leitão | Tel: +44 (0)20 |
| | 7280 5000 |
+------------------------+--------------------+
| Ravi Gupta | |
+------------------------+--------------------+
Merrill Lynch (corporate broker to VT)
+------------------------+--------------------+
| Mark Astaire | Tel: +44 (0)20 |
| | 7628 1000 |
+------------------------+--------------------+
| Peter Brown | |
+------------------------+--------------------+
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to Babcock and
no-one else in connection with the contents of this announcement and will not be
responsible to any person other than Babcock for providing the protections
afforded to customers of J.P. Morgan plc nor for providing advice in relation to
any matter referred to herein.
Evercore Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser to
Babcock and for no-one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Babcock for
providing the protections afforded to clients of Evercore Partners Limited nor
for providing advice in relation to any matter referred to herein.
N. M. Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for VT and for no one
else in connection with the matters set out in this announcement and will not be
responsible to anyone other than VT for providing the protections afforded to
clients of N. M. Rothschild & Sons Limited nor for providing advice in relation
to any matter referred to herein.
Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for VT and for no one
else in connection with the matters set out in this announcement and will not be
responsible to anyone other than VT for providing the protections afforded to
clients of Merrill Lynch International nor for providing advice in relation to
any matter referred to herein.
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction. Shareholders of
Babcock and VT are advised to read carefully the formal scheme documentation in
relation to the Acquisition. The proposals of the Acquisition will be made
solely through the scheme documentation, which will contain the full terms and
conditions of Acquisition, including details of how to vote with respect to the
Acquisition. Any response to the proposals should be made only on the basis of
the information in the scheme documentation.
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. This
announcement has been prepared for the purposes of complying with English law
and the City Code on Takeover and Mergers (the "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 and regulations of
any jurisdiction outside of England.
You may request a hard copy of this announcement by contacting the Shareholder
Helpline of Capita Registrars on 0871 664 0321 (or +44 20 8639 3399 if you are
calling from outside the UK). You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.
Publication on Website
A copy of this announcement will be made available, free of charge, at Babcock's
website (www.babcock.co.uk) and VT's website (www.vtplc.com), in each case, as
soon as practicable on 9 July 2010
This information is provided by RNS
The company news service from the London Stock Exchange
END
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