TIDMHYC TIDM0N6B
RNS Number : 5680Q
Hyder Consulting PLC
01 September 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
2 September 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
Publication and posting of Scheme Document
On 21 August 2014, the boards of ARCADIS N.V. ("ARCADIS") and
Hyder Consulting PLC ("Hyder") announced that they had reached
agreement on the terms of a recommended increased cash offer by
which the entire issued and to be issued ordinary share capital of
Hyder not already held by the ARCADIS Group would be acquired by
ARCADIS UK Investments B.V. ("AUK Investments") for 730 pence per
Hyder Share (the "Acquisition"). The Acquisition is being effected
by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").
Accordingly, Hyder announces that it is today posting to Hyder
Shareholders a scheme document relating to the Acquisition (the
"Scheme Document"), containing, amongst other things, the full
terms and conditions of the Scheme, an explanatory statement, an
expected timetable of principal events and details of the actions
to be taken by Hyder Shareholders.
Timetable
As further detailed in the Scheme Document, to become effective,
the Scheme will require, amongst other things, the approval of the
Scheme Shareholders at the Court Meeting and the passing of a
special resolution at the General Meeting. Notices convening the
Court Meeting and the General Meeting, respectively, for 9.30 a.m.
on 25 September 2014 and 9.40 a.m. on 25 September 2014 (or as soon
thereafter as the Court Meeting is concluded or adjourned) to be
held at the offices ofWragge Lawrence Graham & Co LLP at 4 More
London Riverside, London SE1 2AU, are contained in the Scheme
Document, together with the relevant Forms of Proxy for such
Meetings.
The expected timetable of principal events is attached as an
Appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made through
a Regulatory Information Service.
All references to time in this announcement are to UK time.
Capitalised terms in this announcement (unless otherwise defined)
have the same meanings as set out in the Scheme Document.
Information for Hyder Shareholders
A Shareholder Helpline is available for Hyder Shareholders on
0871 6640300 or +44 20 8639 3399 if calling from outside the UK.
Calls to the 0871 6640300 number cost approximately 10 pence per
minute from a BT landline. Other network providers' costs may vary.
Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday (except
public holidays). Calls to the Shareholder Helpline from outside
the UK will be charged at the applicable international rate.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. The Shareholder Helpline is available to answer
questions regarding the Scheme Document, the Meetings or the
completion and return of the Forms of Proxy. However, the
Shareholder Helpline cannot provide advice on the merits of the
Acquisition or give any financial, legal or tax advice.
Enquiries:
Hyder ARCADIS
+44 (0) 203 014 9000 +31 (0) 20 201 1083
Ivor Catto, Chief Executive Joost Slooten
Russell Down, Group Finance Director
Investec Bank plc (Financial HSBC Bank plc (Financial Adviser
Adviser and Rule 3 Adviser to to ARCADIS)
Hyder)
+44 (0) 207 597 4000 +44 (0) 207 991 8888
Christopher Baird Jurriaan de Munck
James Ireland James Pincus
Josh Levy Alex Thomas
Numis Securities Limited (Broker Rothschild (Financial Adviser
to Hyder) to ARCADIS)
+44 (0) 207 260 1000 +44 (0) 207 280 5000
David Poutney Paul Simpson
James Serjeant Neil Thwaites
Stuart Skinner Jonathan Slaughter
Citigate Dewe Rogerson (Public Brunswick (Public Relations Adviser
Relations Adviser to Hyder) to ARCADIS)
+44 (0) 207 282 2945 +44 (0) 207 404 5959
Ginny Pulbrook Michael Harrison
Tom Baldock Azhar Khan
Marleen Geerlof
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. The Acquisition will be made solely by means of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Scheme. Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme
Document.
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.
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to ARCADIS and AUK Investments and for
no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
ARCADIS andAUK Investments for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to ARCADIS and AUK Investments and for
no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
ARCADIS and AUK Investments for providing the protections afforded
to its clients or for providing 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. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Hyder Shares with respect to 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 jurisdiction in
which they are located. 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. However, if AUK
Investments elects to implement the Increased Offer by means of a
Takeover Offer, such Takeover Offer will be made in compliance with
all applicable laws and regulations to the extent applicable.
Unless otherwise determined by AUK Investments or required by
the Takeover Code, and permitted by applicable law and regulation,
the Acquisition will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction and no person may vote
in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction, and persons receiving
this announcement or any documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
such jurisdictions. If the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer (unless otherwise permitted by
applicable law and regulation) will and may not be made, directly
or indirectly, in or into, or by the use of the mails, or by any
means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national, state or other securities
exchange of any Restricted Jurisdiction, and the Takeover Offer
will not be capable of acceptance from or within any Restricted
Jurisdiction or by any such use, means, instrumentality or
facilities.
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. If, in the future, AUK Investments exercises
the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Acquisition into the United States,
the Acquisition will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and which may be included in the Scheme Document (or
Takeover Offer Document, as the case may be) has been or will have
been prepared in accordance with accounting standards applicable in
territories outside the United States that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
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 of this announcement and availability of hard
copies
This announcement, the Scheme Document and the Forms of Proxy
will be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
ARCADIS' and Hyder's website at www.arcadis.comand
http://www.hyderconsulting.com, respectively, by no later than 12
noon on the Business Day following this announcement. The contents
of ARCADIS' and Hyder's websites are not incorporated into and do
not form part of this announcement.
Any person who is required to be sent this announcement under
the Code may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
writing to Capita Registrars of The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling
from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per
minute plus network extras, lines are open 9.00 a.m. - 5.30 p.m.
Monday to Friday. It is important that you note that unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. 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.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and/or date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (white form) 9.30 a.m. on Tuesday 23 September
2014(1)
General Meeting (yellow form) 9.40 a.m. on Tuesday 23 September
2014(2)
Voting Record Time for the Court 6.00 p.m. on Tuesday 23 September
Meeting and General Meeting 2014(3)
Court Meeting 9.30 a.m. on Thursday 25 September
2014
General Meeting 9.40 a.m. on Thursday 25 September
2014(4)
The following dates are indicative only and are subject to change(5)
First Court Hearing (to sanction Tuesday 14 October 2014
the Scheme)
Last day of dealings in Hyder Wednesday 15 October 2014
Shares
Dealings in Hyder Shares suspended 5.00 p.m. on Wednesday 15 October
2014
Scheme Record Time 6.00 p.m. on Wednesday 15 October
2014
Second Court Hearing (to confirm Thursday 16 October 2014
the Capital Reduction)
Effective Date of the Scheme Thursday 16 October 2014
Latest date for despatch of cheques Thursday 30 October 2014
and crediting of CREST accounts
for cash consideration due under
the Scheme
Long Stop Date(6) 31 January 2015
The Court Meeting and the General Meeting will each be held at
the offices of Wragge Lawrence Graham & Co LLP at 4 More London
Riverside, London SE1 2AU.
(1) It is requested that white Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting (excluding any part of such 48 hour
period falling on a weekend or a public holiday in the UK).White
Forms of Proxy not so lodged may be handed to Capita Asset Services
on behalf of the Chairman of the Court Meeting before the start of
the Court Meeting.
(2) Yellow Forms of Proxy for the General Meeting must be lodged
not later than 48 hours prior to the time appointed for the General
Meeting (excluding any part of such 48 hour period falling on a
weekend or a public holiday in the UK).
(3) If either the Court Meeting or the General Meeting is
adjourned, the voting record time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days before the
adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have been
concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which: (i) the Court sanctions the Scheme;
(ii) the court confirms the associated Capital Reduction; and (iii)
the Scheme Court Order and the Reduction Court Order, along with
the Statement of Capital, are delivered to the Registrar of
Companies and, in respect of the Reduction Court Order and the
Statement of Capital, if the Court so orders for the Scheme to
become effective, when such Reduction Court Order and Statement of
Capital are registered by the Registrar of Companies. Hyder will
announce any changes to these dates through a Regulatory
Information Service.
(6) This is the latest date by which the Scheme may become
effective unless Hyder and AUK Investments agree, and the Panel
and, if required, the Court, permits a later date.
All references in this announcement to times are to times in
London (unless otherwise stated).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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