TIDM0N6B TIDMHYC
RNS Number : 8349N
Arcadis NV
31 July 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
SUCH JURISDICTION
31 July 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
Highlights
-- The Boards of ARCADIS N.V. ("ARCADIS") and Hyder Consulting
PLC ("Hyder") are pleased to announce that they have reached
agreement on the terms of a recommended cash offer pursuant to
which ARCADIS UK Investments B.V. ("AUK Investments"), a
wholly-owned subsidiary of ARCADIS, will acquire the entire issued
and to be issued ordinary share capital of Hyder. The Offer is
intended to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act.
-- Under the terms of the Offer, Hyder Shareholders will be entitled to receive:
for each Hyder Share 650 pence in cash
-- The Offer values the entire issued and to be issued ordinary
share capital of Hyder at approximately GBP256.2 million and
represents:
- a premium of approximately 38.5 per cent. to the Closing Price
per Hyder Share of 469 pence on 30 July 2014 (being the latest
practicable date prior to this announcement);
- a premium of approximately 40.2 per cent. to the Volume
Weighted Average Price per Hyder Share of 464 pence during the 3
month period to 30 July 2014 (being the latest practicable date
prior to this announcement); and
- an Enterprise Value to EBITDA multiple of 11.2 times Hyder's
2014 EBITDA of GBP23.6 million. Including the realisation of
synergies by year-end 2016, the Enterprise Value of the Offer is
6.9 times Hyder's 2014 EBITDA
-- The transaction is expected to be accretive to ARCADIS' EPS
within the first full year after the Offer completes.
-- The ARCADIS Directors believe there is a compelling strategic
rationale for the combination of Hyder and ARCADIS:
- the acquisition of Hyder is a natural step in the evolution of
ARCADIS as the world's leading global design and consultancy
firm;
- the addition of Hyder's leading design and engineering
capabilities strengthens ARCADIS' integrated service offering in
specific market sectors (infrastructure, buildings, water, natural
resources) and geographies;
- the Enlarged Group will have a wider customer base, which the
ARCADIS Directors believe will benefit from ARCADIS' greater scope
and increased scale, bringing them new services and expertise;
- ARCADIS and Hyder operate in highly complementary geographies,
strengthening ARCADIS' positions across key geographies, and
establishing a footprint in new target markets sooner than
previously anticipated;
- Hyder's global design excellence centres will provide ARCADIS
with a strong base for its own global worksharing programme;
- the Enlarged Group will be able to achieve significant revenue
and cost synergies including savings through the use of global
design excellence centres; and
- ARCADIS and Hyder have a strong cultural fit and share core
values; ARCADIS will benefit from being able to leverage the best
talent across both businesses, whilst employees of the Enlarged
Group will enjoy the significant career opportunities presented in
a larger company.
-- AUK Investments is providing the cash consideration payable
under the Offer from a new acquisition financing facility arranged
by HSBC, ING Bank N.V. and BNP Paribas Fortis SA/NV for these
purposes.
-- The Hyder Directors, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Hyder Directors, Investec has taken into
account the commercial assessments of the Hyder Directors.
-- Accordingly, the Hyder Directors intend unanimously to
recommend that Hyder Shareholders vote in favour of the resolutions
relating to the Scheme at the Court Meeting and at the General
Meeting as those Hyder Directors who hold Hyder Shares (and, in the
case of Sir Alan Thomas and Ivor Catto, their wives) have
irrevocably undertaken to do in respect of their own beneficial
holdings of, in total, 1,159,917 Hyder Shares representing, in
aggregate, approximately 3.0 per cent. of the ordinary share
capital of Hyder in issue on 30 July 2014 (being the latest
practicable date prior to this announcement). Further details of
these irrevocable undertakings are set out in Appendix III to this
announcement.
-- AUK Investments has received letters of intent to vote in
favour of the resolutions relating to the Scheme at the Court
Meeting and at the General Meeting from Aberforth Partners LLP
("Aberforth") and
T. Rowe Price International Ltd. ("T. Rowe"), in respect of a
total of 4,963,613 Hyder Shares, representing, in aggregate,
approximately 12.8 per cent. of the ordinary share capital of Hyder
in issue on 30 July 2014 (being the latest practicable date prior
to this announcement).
-- Therefore, AUK Investments has received, in total,
irrevocable undertakings and letters of intent in respect of a
total of 6,123,530 Hyder Shares, representing, in aggregate, 15.7
per cent. of the ordinary share capital of Hyder in issue on 30
July 2014 (being the latest practicable date prior to this
announcement).
-- ARCADIS, a company incorporated in The Netherlands, founded
in 1888, is the leading global natural and built asset design and
consultancy firm, working in partnership with its clients to
deliver exceptional and sustainable outcomes through the
application of design, consultancy, engineering, project and
management services. ARCADIS differentiates itself through its
talented and passionate people and its unique combination of
capabilities covering the whole asset life cycle, its deep market
sector insights and its ability to integrate health and safety and
sustainability into the design and delivery of solutions across the
globe. ARCADIS is publicly listed on the NYSE Euronext Amsterdam
with a market capitalisation of approximately EUR1.74 billion as at
30 July 2014. ARCADIS reported gross revenues and Operating EBITA
for the year ended 31 December 2013 of EUR2.5 billion and EUR188.4
million respectively, has approximately 22,000 employees and
operates globally with a presence in North America, Emerging
Markets, Continental Europe and the United Kingdom.
-- Hyder is one of the world's longest established engineering
consultancies, with a heritage that spans over two centuries.
Headquartered in the UK, Hyder operates in Asia, Australia, the
Middle East, Germany and the United Kingdom. Hyder employs
approximately 4,500 people and applies global expertise coupled
with local knowledge to create award winning solutions for the
transport, property, utilities and environment sectors. Hyder has
been listed on the London Stock Exchange since 2002, and reported
revenues and EBITDA for the year ended 31 March 2014 of GBP296.8
million and GBP23.6 million respectively.
-- Further details of the Offer and the Scheme will be contained
in the Scheme Document which will be despatched to Hyder
Shareholders and, for information purposes only, to participants in
the Hyder Share Option Schemes as soon as reasonably
practicable.
Commenting on the Offer, Neil McArthur, Chief Executive Officer
of ARCADIS said:
"Hyder is a unique company with a long history of being involved
in the leading edge of design and engineering. Through the
transaction we see an excellent opportunity to better serve our
clients by further deepening our capabilities in global design and
engineering in growth markets whilst creating exciting career
opportunities afforded by a stronger global growth platform for
staff in both companies. The transaction will create value for
ARCADIS shareholders by accelerating our sustainable growth
strategy and through the synergy opportunities that arise from the
combination."
Commenting on the Offer, Ivor Catto, Chief Executive of Hyder
said:
"ARCADIS' recommended cash offer announced today represents a
significant premium to Hyder's current share price. Although the
Board believes that Hyder has a strong future as an independent
business, it considers that this cash offer substantially
recognises Hyder's growth prospects, and provides certainty, in
cash, to our shareholders today. The resultant group should also
provide further opportunities for our highly valued clients and
staff."
This summary should be read in conjunction with, and is subject
to, the full text of this announcement (including its Appendices).
The Offer will be subject to the Conditions and further terms set
out in Appendix I to this announcement and to the full terms and
conditions to be set out in the Scheme Document. Appendix II to
this announcement contains further details of the sources of
information and bases of calculations set out in this announcement.
Appendix III contains a summary of the irrevocable undertakings and
letters of intent received by AUK Investments. Appendix IV contains
definitions of certain expressions used in this summary and in this
announcement.
Analyst call
ARCADIS will hold an analyst call on 31 July 2014 at
9:30am/10:30am (London time/Central European Time) to discuss the
Offer. The call may be accessed by dialling +44 (0) 203 427 1925
from the UK and
+31 (0) 20 716 8250 from The Netherlands. The participant
passcode is 9995203.
Enquiries
ARCADIS Hyder
+31 (0) 20 201 1083 +44 (0) 203 014 9000
Joost Slooten Ivor Catto, Chief Executive
Russell Down, Group Finance
Director
HSBC Bank plc (Financial Investec Bank plc (Financial
Adviser to ARCADIS) Adviser and Rule 3 Adviser
to Hyder)
+44 (0) 207 991 8888 +44 (0) 207 597 4000
Jurriaan de Munck Christopher Baird
James Pincus James Ireland
Alex Thomas Josh Levy
Rothschild (Financial Numis Securities Limited
Adviser to ARCADIS) (Broker to Hyder)
+44 (0) 207 280 5000 +44 (0) 207 260 1000
Paul Simpson David Poutney
Neil Thwaites James Serjeant
Jonathan Slaughter Stuart Skinner
Brunswick (Public Relations Citigate Dewe Rogerson
Adviser to ARCADIS) (Public Relations Adviser
to Hyder)
+44 (0) 207 404 5959 +44 (0) 207 282 2945
Michael Harrison Ginny Pulbrook
Azhar Khan
Marleen Geerlof
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.
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.
This announcement is for information purposes only and 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 Offer or otherwise. The Offer
will be made solely by means of the Scheme Document, or any other
document by which the Offer is made, which will contain the full
terms and Conditions of the Offer, including details of how to vote
in respect of the Scheme.
Any approval, decision or other response to the Offer should be
made only on the basis of the information in the Scheme Document or
any other document by which the Offer is made. Hyder will prepare
the Scheme Document to be distributed to Hyder Shareholders. Hyder,
ARCADIS and AUK Investments urge Hyder Shareholders to read the
Scheme Document when it becomes available because it will contain
important information relating to the Offer. It is expected that
the Scheme Document (including notices of the Shareholder Meetings)
together with the relevant Forms of Proxy, will be posted to Hyder
Shareholders as soon as is reasonably practicable and in any event
within 28 days of this announcement, unless otherwise agreed with
the Panel.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Hyder, ARCADIS or AUK Investments except
where otherwise stated.
Please be aware that addresses, electronic addresses and certain
information provided by Hyder Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Hyder may be provided to ARCADIS and/or AUK
Investments during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.12(c).
Overseas Shareholders
The release, publication or distribution of this announcement 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 City 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 Offer relates to shares of an English public limited company
and is proposed to be 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 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 City Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction and no person may vote in favour
of the Offer by any such use, means, instrumentality or form within
a Restricted Jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Offer 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 Offer (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any such jurisdictions. If the Offer 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 Offer 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 Offer 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
Offer 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 Offer by way of a
Takeover Offer and determines to extend the Offer into the United
States, the Offer 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.
Forward looking statements
This announcement contains statements about the ARCADIS Group
and Hyder Group that are or may be deemed to be forward looking
statements which are prospective in nature. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the ARCADIS Group or Hyder Group,
operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on the ARCADIS Group's
or Hyder Group's businesses.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date of this announcement.
Each of the Hyder Group and the ARCADIS Group and each of their
respective members, directors, officers, employees, advisers and
any other persons acting on their behalf, expressly disclaims any
obligation to update any forward looking or other statements
contained in this announcement, except as required by applicable
law. Except as expressly provided in this announcement, statements
made in this announcement have not been reviewed by the auditors of
ARCADIS, AUK Investments or Hyder. All subsequent oral or written
forward looking statements attributable to Hyder, ARCADIS or AUK
Investments or any of their respective members, directors,
officers, employees, advisers or any other persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
Disclosure requirements of the City 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 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 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 Takeover 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) 207 638 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 and Availability of Hard Copies
A copy of this announcement and the display documents required
to be published pursuant to Rule 26.1 of the Code will be available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on ARCADIS' and Hyder's
websites at www.arcadis.com and www.hyderconsulting.com,
respectively, by no later than 12.00 p.m. (London time) on 1 August
2014. Neither the contents of ARCADIS' website, nor those of
Hyder's website, nor those of any other website accessible from
hyperlinks on either ARCADIS' or Hyder's website, are incorporated
into or form part of this announcement.
Any person who is required to be sent this announcement under
the City 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 (0) 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
Offer should be in hard copy form.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the Code, Hyder confirms that as
at the date of this announcement, it has in issue and admitted to
trading on the main market of the London Stock Exchange 38,919,164
ordinary shares of ten pence each. The International Securities
Identification Number (ISIN) of the ordinary shares is
GB003207217.
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
SUCH JURISDICTION
31 July 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
1. Introduction
The Boards of ARCADIS N.V. ("ARCADIS") and Hyder Consulting PLC
("Hyder") are pleased to announce that they have reached agreement
on the terms of a recommended cash offer pursuant to which ARCADIS
UK Investments B.V. ("AUK Investments"), a wholly-owned subsidiary
of ARCADIS, will acquire the entire issued and to be issued
ordinary share capital of Hyder.
2. The Offer
It is intended that the Offer will be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
The purpose of the Scheme is to enable AUK Investments to
acquire the whole of the issued and to be issued ordinary share
capital of Hyder. Under the terms of the Offer, which will be
subject to the Conditions and further terms set out in Appendix I
to this announcement and to be set out in the Scheme Document,
Hyder Shareholders will be entitled to receive:
for each Hyder Share 650 pence in cash
The Offer values the entire issued and to be issued ordinary
share capital of Hyder at approximately
GBP256.2 million and represents:
-- a premium of approximately 38.5 per cent. to the Closing
Price per Hyder Share of 469 pence on 30 July 2014 (being the
latest practicable date prior to this announcement);
-- a premium of approximately 40.2 per cent. to the Volume
Weighted Average Price per Hyder Share of 464 pence during the 3
month period to 30 July 2014 (being the latest practicable date
prior to this announcement); and
-- an Enterprise Value to EBITDA multiple of 11.2 times Hyder's
2014 EBITDA of GBP23.6 million. Including the realisation of
synergies by year-end 2016, the Enterprise Value of the Offer is
6.9 times Hyder's 2014 EBITDA
Hyder Shareholders on the register of members of Hyder at 11
July 2014 will remain entitled to receive and retain the Hyder
Final Dividend of 8.5 pence per Hyder Share which, if approved by
Hyder Shareholders at the annual general meeting to be held on 1
August 2014, is expected to be paid on or around 8 August 2014.
Other than the Hyder Final Dividend, no further dividends or other
distributions will be recommended, proposed, declared, made, paid
or payable by Hyder before the Scheme becomes effective, or the
Scheme lapses, is terminated or is withdrawn following the
expiration of the Long Stop Date, whichever is the earlier.
It is expected that the Scheme Document will be published as
soon as reasonably practicable. The Scheme Document will include an
expected timetable of principal events and will specify the action
to be taken by Scheme Shareholders.
3. Recommendation
The Hyder Directors, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the Hyder Directors, Investec has taken into
account the commercial assessments of the Hyder Directors.
Accordingly, the Hyder Directors intend unanimously to recommend
that Hyder Shareholders vote in favour of the resolutions relating
to the Scheme at the Court Meeting and at the General Meeting (or,
if the Offer is implemented by way of a Takeover Offer, to accept
or procure acceptance of such Takeover Offer) as those Hyder
Directors who hold Hyder Shares (and, in the case of Sir Alan
Thomas and Ivor Catto, their wives) have irrevocably undertaken to
do in respect of their own beneficial holdings of, in total,
1,159,917 Hyder Shares representing, in aggregate, approximately
3.0 per cent. of the ordinary share capital of Hyder in issue on 30
July 2014 (being the latest practicable date prior to this
announcement).
4. Background to and reasons for the Offer
The Board of ARCADIS believes there is a compelling strategic
rationale for the combination of Hyder and ARCADIS, allowing
ARCADIS to accelerate its growth in key geographies and to leverage
its skills across a wider customer base, generating significant
value for shareholders and improved opportunities for employees of
both businesses.
Hyder operates in many complementary geographic territories and
market sectors to ARCADIS. The high degree of geographic fit
between ARCADIS and Hyder will allow the two businesses to improve
their respective positions in the UK and German markets and to
strengthen their combined offering in important emerging markets,
notably in the Middle East, and will allow ARCADIS to establish a
footprint in new target markets sooner. Additionally, in regions
where both businesses currently operate, Hyder's design and
engineering strength in the infrastructure, property and water
segments provides a compelling strategic fit with ARCADIS' own
capabilities.
Hyder's leading design and engineering services are also highly
complementary to the design, consultancy, engineering, and project
management services offered by ARCADIS, while Hyder's commitment to
the creation of global design excellence centres in the Philippines
and India is consistent with ARCADIS' strategic priorities in its
global worksharing programme. The combination will deepen ARCADIS'
integrated service offering, strengthening its core design
capabilities, adding engineering capabilities and the opportunity
to grow the client base of the Enlarged Group.
The Board of ARCADIS therefore expects that the scale of
combined operations will deliver enhanced margins over time and
that the organic growth potential of both businesses will be
strengthened by the combination of the two companies. The Board of
ARCADIS expects revenue and earnings growth to be driven through
increased use of Hyder's global design excellence centres and
integrated solutions provision using ARCADIS' project management
and consultancy services and Hyder's design and engineering
services. In addition, cost synergies are expected to be driven
through improved utilisation, optimisation of third party contract
services, reduction of real estate footprint and combined corporate
and support functions.
ARCADIS believes that total run-rate annual pre-tax synergies of
approximately GBP15 million will be realised by the end of 2016,
split between revenue growth and cost synergies, which include
savings through the use of the global design excellence centres.
The basis for these synergy expectations is as stated in Appendix
II.
Based on the timing of integration activities, one-off costs of
realising the synergies are currently estimated to be approximately
GBP7 million and are expected to be incurred as the synergies are
realised following the completion of the Offer.
Including the realisation of expected synergies by year-end
2016, the Enterprise Value of the Offer is
6.9 times Hyder's 2014 EBITDA.
The transaction is expected to be accretive to ARCADIS' EPS
within the first full year after the Offer completes.
Finally, the Board of ARCADIS believes that Hyder's core
corporate values of client focus, excellence, responsibility and
teamwork present a strong cultural fit with ARCADIS' own
commitments to integrity, client focus, collaboration and
sustainability.
5. Background to and reasons for the recommendation
Hyder is one of the world's longest established engineering
consultancies, with a heritage that spans over two centuries. Hyder
has been involved with many landmark designs across the globe
including the Sydney Harbour Bridge, the Cairo wastewater scheme
and London's Tower Bridge. In recent years Hyder designed the
world's tallest building, Burj Khalifa, Australia's Go Between
Bridge, Qatar's Capital Market Tower, Frankfurt Airport's new
runway and Taiwan's high speed rail network and is currently
undertaking the design upgrade of London Bridge Station. Hyder
listed on the London Stock Exchange in 2002.
Ivor Catto was appointed as Chief Executive of Hyder in December
2008 and has led the transformation and execution of the group's
strategy. This has been to offer core services to key clients;
operating in geographies where market dynamics, Hyder's long
established track record, and Hyder's professional expertise
differentiates it from its competitors. The current senior
management team, led by Ivor Catto and Russell Down, have
implemented common business systems throughout the Hyder Group and
initiated and then rapidly expanded the global design excellence
centres to support Hyder's client facing operations. These centres
now account for almost 20% of Hyder's headcount.
Hyder's results for the year ended 31 March 2014 were affected
by delays in new contract awards in Australia due to the federal
elections and a poor year in Germany. As a result, it was the first
time since 2005 that Hyder did not increase its group adjusted
operating profit. Although the results for the year ended 31 March
2014 were below original expectations, trading in the UK and the
Middle East was strong, Hyder has good bidding opportunities in
Australia and the year-end order book was GBP440m, the highest to
date. Overall, Hyder has a strong technical skill base and a
diversified business while the flexibility offered by its global
design excellence centres allows it to mobilise resources quickly
in areas of growing demand.
The Board of Hyder recently received an unsolicited approach
from ARCADIS. After a period of negotiation between ARCADIS and
Hyder, agreement was reached on the level of today's cash offer
price as being capable of recommendation by the Hyder Board. The
Offer represents a significant premium to Hyder's current share
price. Although the Hyder Board believes Hyder has a strong future
as an independent business, it considers that this cash Offer
substantially recognises Hyder's growth prospects and provides
certainty, in cash, to Hyder Shareholders today.
6. Irrevocable undertakings and letters of intent
Save for Elizabeth Astall, who does not have any interest in
Hyder Shares, each of the Hyder Directors (and, in the case of Sir
Alan Thomas and Ivor Catto, their wives) has irrevocably undertaken
to AUK Investments to vote in favour of the resolutions relating to
the Scheme at the Court Meeting and at the General Meeting (or,
where applicable, to procure that votes are cast in favour of such
resolutions at such meetings) in respect of their own beneficial
holdings of, in total, 1,159,917 Hyder Shares, representing in
aggregate approximately 3.0 per cent. of the issued ordinary share
capital of Hyder as at 30 July 2014 (being the latest practicable
date prior to this announcement). Such Hyder Directors (and, in the
case of Sir Alan Thomas and Ivor Catto, their wives) have also
undertaken that, if following this announcement, AUK
Investmentsdecides to implement the Offer by means of a Takeover
Offer instead of by way of the Scheme, they will accept such
Takeover Offer (or, where applicable, procure acceptances of such
Takeover Offer) in respect of their own beneficial holdings of
1,159,917 Hyder Shares.
AUK Investments has received letters of intent to vote in favour
of the resolutions relating to the Scheme at the Court Meeting and
at the General Meeting from Aberforth and T. Rowe in respect of a
total of 4,963,613 Hyder Shares, representing, in aggregate,
approximately 12.8 per cent. of the ordinary share capital of Hyder
in issue on 30 July 2014 (being the latest practicable date prior
to this announcement). Aberforth has also confirmed its current
intention, if AUK Investments decides to implement the Offer by
means of a Takeover Offer instead of by way of the Scheme, to
accept or procure acceptance of the Takeover Offer in respect of
its holding of 3,065,940 Hyder Shares.
Accordingly, in aggregate, AUK Investments has received
irrevocable undertakings and letters of intent on the terms set out
above in respect of, in total, 6,123,530 Hyder Shares,
representing, in aggregate, approximately 15.7 per cent. of Hyder's
issued ordinary share capital as at 30 July 2014 (being the latest
practicable date prior to this announcement).
Further details of all irrevocable undertakings and letters of
intent received by AUK Investments (including details of the
circumstances in which the irrevocable undertakings will cease to
be binding) are set out in Appendix III to this announcement.
7. Information on ARCADIS and AUK Investments
ARCADIS, a company incorporated in The Netherlands, founded in
1888, is the leading global natural and built asset design and
consultancy firm working in partnership with its clients to deliver
exceptional and sustainable outcomes through the application of
design, consultancy, engineering, project and management services.
ARCADIS differentiates itself through its talented and passionate
people and its unique combination of capabilities covering the
whole asset life cycle, its deep market sector insights and its
ability to integrate health and safety and sustainability into the
design and delivery of solutions across the globe. ARCADIS is
publicly listed on the NYSE Euronext Amsterdam with a market
capitalisation of approximately EUR1.74 billion as at 30 July 2014.
ARCADIS has approximately 22,000 employees and operates globally
with a presence in North America, Emerging Markets, Continental
Europe and the United Kingdom.
ARCADIS reported gross revenues and Operating EBITA for the year
ended 31 December 2013 of EUR2.5 billion and EUR188.4 million
respectively.
AUK Investments is a wholly-owned subsidiary of ARCADIS,
incorporated in The Netherlands for the purpose of implementing the
Offer. AUK Investments has not traded since its incorporation and
its sole current activity relates to the implementation of the
Offer.
8. Information on Hyder
Hyder is one of the world's longest established engineering
consultancies, with a heritage that spans over two centuries.
Headquartered in the UK, Hyder operates in Asia, Australia, the
Middle East, Germany and the United Kingdom. Hyder employs
approximately 4,500 people and applies global expertise coupled
with local knowledge to create award winning solutions for the
transport, property, utilities and environment sectors. Hyder has
been listed on the London Stock Exchange since 2002.
Hyder reported revenue and EBITDA for the year ended 31 March
2014 of GBP296.8 million and GBP23.6 million respectively.
9. Intentions for the Enlarged Group
ARCADIS attaches great importance to the skills and experience
of the existing management and employees of Hyder and believes that
the acquisition will provide greater opportunities for employees in
the Enlarged Group.
In order to optimise the potential benefits of the combination,
ARCADIS intends to conduct a detailed review following completion
of the Offer as to how best to integrate Hyder into the ARCADIS
Group.
The synergy work carried out by ARCADIS to date has identified
areas of potential revenue synergies, including cross-selling
opportunities to existing clients and the potential to create new
sales channels as a result of the businesses' integrated offering.
It has also confirmed the potential to generate cost-savings for
the Enlarged Group through improved utilisation, sourcing
optimisation, reduction of real estate footprint as well as cost
reductions in areas of overlapping corporate and support functions,
which will involve limited headcount reductions that are expected
to amount to less than approximately 1% of the current Hyder
workforce. ARCADIS has not yet developed proposals as to how or
where such real estate or headcount reductions will be
implemented.
All of the businesses within Hyder will continue to be operated
in the normal course pending the review's conclusions. ARCADIS
cannot be certain what, if any, repercussions there will be on the
locations of Hyder's places of business, any redeployment of
Hyder's fixed assets, or the exact number of employees, all of
which will depend on the outcome of the review.
ARCADIS has given assurances to the Hyder Directors that the
existing employment rights of all Hyder employees will be fully
safeguarded following the Scheme becoming effective, and that it
intends, following completion of the transaction, to comply with
all pensions obligations in respect of Hyder employees.
10. Arrangements between ARCADIS and Hyder management
ARCADIS intends to put in place appropriate incentivisation
arrangements for the current management of Hyder following
completion of the Offer. No detailed discussions have taken place
to date between Hyder and ARCADIS in relation to such arrangements,
no agreements or arrangements have been entered into at the current
time, and there will be no further discussions in relation to any
such arrangements during the Offer Period.
11. Hyder Share Option Schemes
Participants in the Hyder Share Option Schemes will be contacted
in due course regarding the effect of the Offer on their rights
under the Hyder Share Option Schemes. In advance of this, the Hyder
Directors confirm that all vested options granted under Hyder's
Executive Share Option Scheme 2002 and all vested awards under the
LTIP are currently exercisable. The proportion of all outstanding
unvested awards under the LTIP that may vest on the Offer
completing shall be determined in accordance with the rules of the
LTIP, including the rule which provides for a reduction on a time
pro rata basis in the number of awards that can vest. Accordingly,
were the Offer to complete on or before the Long Stop Date, a
certain number of awards granted under the LTIP would not vestand,
as a consequence, the Hyder Directors confirm that the maximum
number of new Hyder Shares that may need to be allotted and issued
to satisfy options and awards that have vested or may vest on or
before the Long Stop Date under the Hyder Share Option Schemes will
be 503,764 new Hyder Shares.
Appropriate proposals will be made to participants in the Hyder
Share Option Schemes in due course. Details of the proposals will
be set out in the Scheme Document or, as the case may be, the
Takeover Offer Document and in a separate letter to be sent to
participants in the Hyder Share Option Schemes.
12. Financing
AUK Investments is providing the cash consideration payable
under the Offer from a new acquisition financing facility arranged
by HSBC, ING Bank N.V. and BNP Paribas Fortis SA/NV and provided to
ARCADIS for these purposes. Under the terms of the acquisition
facility agreement, ARCADIS has agreed that it shall, to the extent
that doing so would materially and adversely affect the position of
the lenders under the facility, not, without the prior agreement of
the majority lenders and save as required or agreed by the Panel,
amend, vary or waive, in whole or in part, any material term or
material Condition of the Offer, but excluding any change in
consideration to be offered in respect of the Hyder Shares.
ARCADIS will consider options to refinance the new acquisition
facility by way of equity and debt instruments in due course.
Further information on the financing of the Offer will be set out
in the Scheme Document.
ARCADIS' net debt to EBITDA ratio (annualised for the twelve
months ended 30 June 2014) will increase from 1.3x (as at 30 June
2014) to 2.4x post the transaction and pre refinancing. Post the
transaction and refinancing, ARCADIS is targeting a net debt to
EBITDA ratio of below 2.0x. The basis for these net debt to EBITDA
ratios is as stated in Appendix II.
HSBC and Rothschild, financial advisers to ARCADIS and AUK
Investments, are satisfied that sufficient resources are available
to AUK Investments to satisfy in full the cash consideration
payable to Hyder Shareholders under the terms of the Offer.
13. Offer Related Arrangements
Confidentiality and Standstill Agreement
ARCADIS and Hyder entered into a confidentiality and standstill
agreement on 17 July 2014 (the "Confidentiality Agreement")
pursuant to which ARCADIS has undertaken to keep confidential
certain information relating to Hyder and not to disclose it to
third parties (other than to permitted disclosees) unless required
by law or regulation or unless permitted pursuant to other limited
carve-outs to the obligations of confidentiality. These
confidentiality obligations will remain in force until the earliest
of: (i) the Scheme becoming effective; (ii) the date when all the
confidential information is in the public domain; and (iii) 17 July
2019. The Confidentiality Agreement also contains provisions
pursuant to which ARCADIS has agreed not to solicit certain senior
managerial or technical employees of Hyder, subject to customary
carve-outs, prior to 17 July 2015. The Confidentiality Agreement's
standstill provisions ceased to apply upon the publication of this
announcement.
Bid Conduct Agreement
The ARCADIS Parties and Hyder entered into a bid conduct
agreement on 31 July 2014 (the "Bid Conduct Agreement"). Pursuant
to the Bid Conduct Agreement: (i) Hyder has undertaken to provide
such information and assistance as the ARCADIS Parties may
reasonably require for the purposes of obtaining the German federal
antitrust clearances relevant to the Offer and the ARCADIS Parties
and Hyder have entered into certain mutual commitments in relation
to the process for obtaining such anti-trust clearance; (ii) the
ARCADIS Parties and Hyder have agreed certain matters relating to
the treatment of the Hyder Share Option Schemes and the scope of
the proposal to be made by AUK Investments to participants in such
schemes; and (iii) the ARCADIS Parties and Hyder have agreed
certain provisions relating to the Offer if it proceeds by way of
Takeover Offer.
14. Opening Position Disclosures and Interests
AUK Investments confirms that it is making on the date of this
announcement an Opening Position Disclosure, setting out the
details required to be disclosed by it under Rule 8.1(a) of the
Code.
In the interests of maintaining secrecy prior to this
announcement, AUK Investments has yet to complete its enquiries in
respect of the matters referred to in this paragraph of certain
parties deemed to be acting in concert with AUK Investments for the
purposes of the Offer. Enquiries of such parties will be completed
as soon as practicable following the date of this announcement and
further disclosures, if any, required in respect of such parties
will be made, in accordance with Rule 8.1(a) and Note 2(a)(i) on
Rule 8 of the Code, as soon as possible and in any event by no
later than 12.00 p.m. (London time) on 14 August 2014.
15. Scheme of arrangement
It is intended that the Offer will be effected by means of a
Court-sanctioned scheme of arrangement between Hyder and the Scheme
Shareholders under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for AUK Investments to
become the holder of the entire issued and to be issued ordinary
share capital of Hyder.
This is to be achieved by the cancellation of the Scheme Shares
held by Scheme Shareholders and the application of the reserve
arising from such cancellation in paying up in full a number of new
Hyder Shares (which is equal to the number of Scheme Shares
cancelled), and issuing the same to AUK Investments, in
consideration for which the Scheme Shareholders will receive cash
consideration on the basis set out in paragraph 2 of this
announcement.
The Scheme will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to be set out in the
Scheme Document.
To become effective, the Scheme must be approved at the Court
Meeting by a majority in number of the Scheme Shareholders present
and voting (and entitled to vote), either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
which are voted at the Court Meeting (or any adjournment thereof),
together with the approval of the Court and the passing at the
General Meeting of any resolutions necessary to implement the
Scheme and approve the related Capital Reduction by the requisite
majority/ies of Hyder Shareholders. The General Meeting will be
held immediately after the Court Meeting.
Following the Shareholder Meetings, the Scheme must be
sanctioned by the Court and the associated Capital Reduction must
be confirmed by the Court. The Scheme will only become effective
once a copy of the Scheme Court Order, a copy of the Reduction
Court Order and the requisite statement of capital are delivered to
the Registrar of Companies and if so ordered by the Court, the
registration of the Reduction Court Order and the requisite
statement of capital. Subject to satisfaction of the Conditions and
the sanction of the Court, the Scheme is expected to become
effective during the fourth quarter of 2014.
The Scheme will lapse if:
-- the Scheme is not duly approved by Scheme Shareholders (or
the relevant class or classes thereof, if applicable) at the Court
Meeting and at any separate class meeting which may be required by
the Court or at any adjournment of any such meeting on or before
the 22nd day after the expected date of the Court Meeting to be set
out in the Scheme Document in due course (or such later date, if
any, as AUK Investments and Hyder may agree and the Court may
allow);
-- all resolutions necessary to approve and implement the Scheme
and the Capital Reduction have not been duly passed at the General
Meeting or at any adjournment of that meeting on or before the 22nd
day after the expected date of the General Meeting to be set out in
the Scheme Document in due course (or such later date, if any, as
AUK Investments and Hyder may agree and the Court may allow);
-- the Scheme has not been sanctioned (with or without
modification acceptable to AUK Investments and Hyder), and the
Capital Reduction has not been confirmed, by the Court on or before
the 22nd day after the expected date of the Scheme Court Hearing to
be set out in the Scheme Document in due course (or such later
date, if any, as AUK Investments and Hyder may agree and the Court
may allow); or
-- the Scheme does not become effective by the Long Stop Date.
Upon the Scheme becoming effective, it will be binding on all
Hyder Shareholders, irrespective of whether or not they attended or
voted at the Court Meeting or the General Meeting (and, if they
attended and voted, whether or not they voted in favour) and the
cash consideration will be despatched by AUK Investments to Scheme
Shareholders no later than 14 days after the Effective Date.
The new Hyder Shares to be issued to AUK Investments pursuant to
the Scheme will be issued fully paid and free from all liens,
charges, equities, encumbrances, rights of pre-emption and any
other interests of any nature whatsoever and together with all
rights attaching thereto, including voting rights and the rights to
receive and retain in full all dividends and other distributions
declared, made or paid in or after the date of their issue.
Further details of the Scheme, including an indicative timetable
for its implementation and notices of the Court Meeting and the
General Meeting, will be set out in the Scheme Document, which will
also specify the action to be taken by Scheme Shareholders. The
Scheme Document, together with the Forms of Proxy, will be
despatched to Hyder Shareholders and, for information purposes
only, to participants in the Hyder Share Option Schemes as soon as
reasonably practicable and, in any event, within 28 days of the
date of this announcement (or such later date as AUK Investments
and Hyder may, with the consent of the Panel, agree).
The Scheme will be governed by English law. The Scheme will be
subject to the applicable requirements of the City Code, the Panel,
the London Stock Exchange and the UK Listing Authority.
16. De-listing and re-registration
Prior to the Scheme becoming effective, Hyder will make an
application to the UKLA for the cancellation of the listing of
Hyder Shares on the Official List and to the London Stock Exchange
for cancellation of trading of the Hyder Shares on its main market
for listed securities, in each case to take effect from or shortly
after the Effective Date. The last day of dealings in Hyder Shares
on the main market of the London Stock Exchange is expected to be
the Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 p.m. (London time) on that
date.
On the Effective Date, Hyder will become a wholly-owned
subsidiary of AUK Investments and share certificates in respect of
Hyder Shares will cease to be valid and should be destroyed. In
addition, entitlements to Hyder Shares held within the CREST system
will be cancelled on the Effective Date.
It is also proposed that, as soon as reasonably practicable
following the Effective Date and after its shares are delisted,
Hyder will be re-registered as a private limited company.
17. General
AUK Investments reserves the right, with the prior consent of
the Panel, to elect to implement the acquisition of the entire
issued and to be issued share capital of Hyder by way of a Takeover
Offer for the entire issued and to be issued share capital of Hyder
not already held by AUK Investments as an alternative to the
Scheme. In such event, the acquisition will be implemented on
substantially the same terms as those which would apply to the
Scheme (subject to appropriate amendments, including an acceptance
condition set at 90 per cent. of the shares to which such offer
relates or such lesser percentage, being more than 50 per cent., as
AUK Investments may decide). If AUK Investments elects to implement
the Offer by way of a Takeover Offer, such Takeover Offer will be
made in compliance with all applicable laws and regulations within
the UK, and Hyder Shares will be acquired pursuant to the Takeover
Offer fully paid and free from all liens, charges, equitable
interests, encumbrances and rights of pre-emption and any other
interests of any nature whatsoever, and together with all rights
attaching thereto. The availability of any such Takeover Offer to
persons not resident in the United Kingdom may be affected by the
laws of the Relevant Jurisdictions. Such persons should inform
themselves about and observe any applicable requirements.
If the acquisition of the entire issued and to be issued share
capital of Hyder is effected by way of a Takeover Offer and such
Takeover Offer becomes or is declared unconditional in all respects
and sufficient acceptances are received in respect of such Takeover
Offer, AUK Investments intends to: (i) make an application to the
UKLA to cancel listing of the Hyder Shares on the Official List and
to the London Stock Exchange for cancelling of trading of Hyder
Shares on its main market for listed securities; and (ii) exercise
its rights (to the extent such rights are available) to apply the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Hyder Shares in respect of which such
Takeover Offer has not been accepted.
The Offer will be made subject to the Conditions and further
terms set out in Appendix I to this announcement and to be set out
in the Scheme Document. The bases and sources of certain financial
information contained in this announcement are set out in Appendix
II to this announcement. A summary of the irrevocable undertakings
and letters of intent received by AUK Investments is contained in
Appendix III to this announcement. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
The Offer will be subject to the applicable requirements of the
City Code, the Panel, the London Stock Exchange and the UK Listing
Authority.
18. Documents on display
Copies of the following documents will, by no later than 12.00
p.m. (London time) on 1 August 2014, be made available on ARCADIS'
and Hyder's websites at www.arcadis.com and
www.hyderconsulting.com, respectively until the end of the Offer
Period:
-- the irrevocable undertakings referred to in paragraph 6 above
and summarised in Appendix III to this announcement;
-- the letters of intent referred to in paragraph 6 above and
summarised in Appendix III to this announcement;
-- the documents relating to the financing of the Offer referred to in paragraph 12above;
-- the Confidentiality Agreement; and
-- the Bid Conduct Agreement.
Neither the contents of ARCADIS' website, nor those of Hyder's
website, nor those of any other website accessible from hyperlinks
on either ARCADIS' or Hyder's website, are incorporated into or
form part of this announcement.
Enquiries
ARCADIS Hyder
+31 (0) 20 201 1083 +44 (0) 20 3014 9000
Joost Slooten Ivor Catto, Chief Executive
Russell Down, Group Finance
Director
HSBC Bank plc (Financial Investec Bank plc (Financial
Adviser to ARCADIS) Adviser and Rule 3 Adviser
to Hyder)
+44 (0) 207 991 8888 +44 (0) 207 597 4000
Jurriaan de Munck Christopher Baird
James Pincus James Ireland
Alex Thomas Josh Levy
Rothschild (Financial Numis Securities Limited
Adviser to ARCADIS) (Broker to Hyder)
+44 (0) 207 280 5000 +44 (0) 207 260 1000
Paul Simpson David Poutney
Neil Thwaites James Serjeant
Jonathan Slaughter Stuart Skinner
Brunswick (Public Relations Citigate Dewe Rogerson
Adviser to ARCADIS) (Public Relations Adviser
to Hyder)
+44 (0) 207 404 5959 +44 (0) 207 282 2945
Michael Harrison Ginny Pulbrook
Azhar Khan
Marleen Geerlof
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.
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.
This announcement is for information purposes only and 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 Offer or otherwise. The Offer
will be made solely by means of the Scheme Document, or any other
document by which the Offer is made, which will contain the full
terms and Conditions of the Offer, including details of how to vote
in respect of the Scheme.
Any approval, decision or other response to the Offer should be
made only on the basis of the information in the Scheme Document or
any other document by which the Offer is made. Hyder will prepare
the Scheme Document to be distributed to Hyder Shareholders. Hyder,
ARCADIS and AUK Investments urge Hyder Shareholders to read the
Scheme Document when it becomes available because it will contain
important information relating to the Offer. It is expected that
the Scheme Document (including notices of the Shareholder Meetings)
together with the relevant Forms of Proxy, will be posted to Hyder
Shareholders as soon as is reasonably practicable and in any event
within 28 days of this announcement, unless otherwise agreed with
the Panel.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Hyder, ARCADIS or AUK Investments except
where otherwise stated.
Please be aware that addresses, electronic addresses and certain
information provided by Hyder Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Hyder may be provided to ARCADIS and/or AUK
Investments during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.12(c).
Overseas Shareholders
The release, publication or distribution of this announcement 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 City 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 Offer relates to shares of an English public limited company
and is proposed to be 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 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 City Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction and no person may vote in favour
of the Offer by any such use, means, instrumentality or form within
a Restricted Jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Offer 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 Offer (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in, into or from
any such jurisdictions. If the Offer 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 Offer 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 Offer 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
Offer 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 Offer by way of a
Takeover Offer and determines to extend the Offer into the United
States, the Offer 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.
Forward looking statements
This announcement contains statements about the ARCADIS Group
and Hyder Group that are or may be deemed to be forward looking
statements which are prospective in nature. All statements other
than statements of historical facts included in this announcement
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the ARCADIS Group or Hyder Group,
operations and potential synergies resulting from the Offer; and
(iii) the effects of government regulation on the ARCADIS Group's
or Hyder Group's businesses.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date of this announcement.
Each of the Hyder Group and the ARCADIS Group and each of their
respective members, directors, officers, employees, advisers and
any other persons acting on their behalf, expressly disclaims any
obligation to update any forward looking or other statements
contained in this announcement, except as required by applicable
law. Except as expressly provided in this announcement, statements
made in this announcement have not been reviewed by the auditors of
ARCADIS, AUK Investments or Hyder. All subsequent oral or written
forward looking statements attributable to Hyder, ARCADIS or AUK
Investments or any of their respective members, directors,
officers, employees, advisers or any other persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
Disclosure requirements of the City 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 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 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 Takeover 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)207 638 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 and Availability of Hard Copies
A copy of this announcement and the display documents required
to be published pursuant to Rule 26.1 of the Code will be available
free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on ARCADIS' and Hyder's
websites at www.arcadis.com and www.hyderconsulting.com,
respectively, by no later than 12.00 p.m. (London time) on 1 August
2014. Neither the contents of ARCADIS' website, nor those of
Hyder's website, nor those of any other website accessible from
hyperlinks on either ARCADIS' or Hyder's website, are incorporated
into or form part of this announcement.
Any person who is required to be sent this announcement under
the City 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 (0) 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
Offer should be in hard copy form.
Rule 2.10 Requirement
In accordance with Rule 2.10 of the Code, Hyder confirms that as
at the date of this announcement, it has in issue and admitted to
trading on the main market of the London Stock Exchange 38,919,164
ordinary shares of ten pence each. The International Securities
Identification Number (ISIN) of the ordinary shares is
GB003207217.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE OFFER
PART A: Conditions of the Scheme
The Offer will be conditional upon the Scheme becoming
unconditional and effective by no later than the Long Stop
Date.
1. The Scheme will be conditional upon:
(A) its approval by a majority in number of the Scheme
Shareholders (or the relevant class or classes thereof, if
applicable) representing not less than three-fourths in value of
the Scheme Shares, who are on the register of members of Hyder at
the Scheme Voting Record Time and who are present and voting,
either in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required by the Court or at any
adjournment of any such meeting on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date, if any, as AUK
Investments and Hyder may agree and the Court may allow);
(B) all resolutions necessary to approve and implement the
Scheme being duly passed by the requisite majority or majorities at
the General Meeting or at any adjournment of that meeting on or
before the 22nd day after the expected date of the General Meeting
to be set out in the Scheme Document in due course (or such later
date, if any, as AUK Investments and Hyder may agree and the Court
may allow); and
(C) the sanction of the Scheme and the confirmation of the
Capital Reduction by the Court with or without modification (but
subject to any such modification being acceptable to AUK
Investments and Hyder) on or before the 22nd day after the expected
date of the Scheme Court Hearing to be set out in the Scheme
Document in due course (or such later date, if any, as AUK
Investments and Hyder may agree and the Court may allow) and:
(i) the delivery of a copy of each of the Court Orders and of
the requisite statement of capital to the Registrar of Companies;
and
(ii) if the Court so orders for it to become effective, the
registration of the Reduction Court Order and the statement of
capital by the Registrar of Companies.
2. In addition to the Conditions set out in paragraph 1 above,
AUK Investments and Hyder have agreed that, subject to the
provisions of paragraph 3, the Offer will be conditional upon the
following Conditions and, accordingly, the necessary actions to
make the Scheme effective will not be taken unless the following
Conditions have been satisfied or waived:
(A) Following the confirmed receipt and acceptance by the German
Federal Cartel Office (the "FCO") of a satisfactory notification in
respect of the Transaction, either:
(i) the FCO confirming in terms satisfactory to AUK Investments
that the proposed acquisition of Hyder by AUK Investments or any
matter arising therefrom or related thereto or any part of it does
not satisfy the conditions for prohibition pursuant to Section
36(1) of the German Gesetz gegen Wettbewerbsbeschränkungen of 1957
(as amended) (the "GWB"); or
(ii) the expiry of all applicable waiting periods under the GWB,
such that the proposed acquisition of Hyder by AUK Investments or
any matter arising therefrom or related thereto or any part of it
is deemed not to be prohibited pursuant to the GWB.
(B) save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Hyder Group is a party or by or to
which any such member or any of its assets is or may be bound,
entitled or subject, which in consequence of the Offer or the
proposed acquisition of any shares or other securities in Hyder or
because of a change in the control or management of Hyder, would or
might reasonably be expected to result in (in each case to an
extent which is material in the context of the Wider Hyder Group
taken as a whole):
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to, any such member of the Wider
Hyder Group, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member
to borrow moneys or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or adversely modified
or affected or any obligation or liability arising or any adverse
action being taken or arising thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member;
(v) the rights, liabilities, obligations or interests of any
such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or adversely affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by
any such member (other than trade creditors in the ordinary and
usual course of business),
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Hyder Group is a party or by or to
which any such member or any of its assets is or may be bound,
entitled or subject, would result in any of the events or
circumstances as are referred to in sub-paragraphs (i) to (viii) of
this Condition (in each case to an extent which is material in the
context of the Wider Hyder Group taken as a whole);
(C) no government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution
or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having taken, instituted, implemented or threatened
in writing any action, proceeding, suit, investigation, enquiry or
reference (and, in each case, not having formally and irrevocably
withdrawn the same), or enacted, made or proposed any statute,
regulation, decision or order or having taken any other steps (and,
in each case, not having formally and irrevocably withdrawn the
same) which would:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture,
by any member of the Wider ARCADIS Group or any member of the Wider
Hyder Group of all or a material portion of its business, assets or
property or impose any material limitation on its ability to
conduct its business or to own any material proportion of its
assets or properties;
(ii) require, prevent or materially delay the divestiture by any
member of the Wider ARCADIS Group of any shares or other securities
in Hyder;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider ARCADIS Group
directly or indirectly to acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or
securities convertible into shares or any other securities (or the
equivalent) in any member of the Wider Hyder Group or to exercise
management control over any such member;
(iv) make the Offer or its implementation or the acquisition or
proposed acquisition by AUK Investments or by any member of the
Wider ARCADIS Group of any shares or other securities in, or
control of, Hyder void, illegal, and/or unenforceable under the
laws of any jurisdiction, or otherwise, directly or indirectly,
prohibit or materially restrain, materially restrict, materially
delay or otherwise materially interfere with the same, or impose
material additional conditions or obligations with respect thereto,
or otherwise materially challenge or interfere therewith;
(v) require any member of the Wider ARCADIS Group or the Wider
Hyder Group to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider Hyder Group
or the Wider ARCADIS Group owned by any third party (other than, if
ARCADIS elects to implement the Offer by way of a Takeover Offer,
in respect of the 'squeeze-out' procedure in accordance with the
provisions of Part 28 of the Companies Act);
(vi) impose any material limitation on the ability of any member
of the Wider Hyder Group to co-ordinate its business, or any
material part of it, with the businesses of any other members;
or
(vii) result in any member of the Wider Hyder Group ceasing to
be able to carry on business under any name under which it
presently does so; or
(viii) otherwise materially adversely affect the business,
assets, profits or financial or trading position or prospects of
any member of the Wider Hyder Group,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed
acquisition of any Hyder Shares having expired, lapsed or been
terminated;
(D) all material filings or applications which are necessary
under any applicable legislation or regulation of any relevant
jurisdiction having been made in connection with the Offer and all
material statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the
acquisition by any member of the Wider ARCADIS Group of any shares
or other securities in, or control of, Hyder and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals (together
"authorisations") necessary for or in respect of the Offer or the
proposed acquisition of any shares or other securities in, or
control of, Hyder by any member of the Wider ARCADIS Group having
been obtained in terms and in a form reasonably satisfactory to AUK
Investments from all appropriate Third Parties or persons with whom
any member of the Wider Hyder Group has entered into contractual
arrangements and all such authorisations together with all
authorisations necessary to carry on the business of any member of
the Wider Hyder Group remaining in full force and effect and all
material filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or
not to renew any of the same at the time at the Effective Date and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with in all material
respects;
(E) save as Disclosed, no member of the Wider Hyder Group having, since 31 March 2014:
(i) save as between Hyder and wholly-owned subsidiaries of Hyder
or for Hyder Shares issued pursuant to the exercise of options
granted or awards made under the Hyder Share Option Schemes,
issued, authorised or proposed the issue of additional shares of
any class;
(ii) save as between Hyder and wholly-owned subsidiaries of
Hyder or for the grant of options or the making of awards under the
Hyder Share Option Schemes, issued or agreed to issue, authorised
or proposed the issue of securities convertible or exchangeable
into shares of any class or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible
securities;
(iii) other than to another member of the Hyder Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other
distribution, whether payable in cash or otherwise, save for the
Hyder Final Dividend;
(iv) save for intra-Hyder Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any
assets or any right, title or interest in any asset (including
shares and trade investments) or authorised or proposed or
announced any intention to propose any of the aforementioned
actions, in each case, other than in the ordinary course of
business and to an extent which is material in the context of the
Wider Hyder Group taken as a whole;
(v) save for intra-Hyder Group transactions, made or authorised
or proposed or announced an intention to propose any change in its
loan capital;
(vi) issued, authorised or proposed the issue of any debentures
or (save for intra-Hyder Group transactions or in the ordinary
course of business) incurred or increased any indebtedness or
become subject to any contingent liability to an extent which is
material in the context of the Wider Hyder Group taken as a
whole;
(vii) (except for intra-Hyder Group transactions) purchased,
redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own shares or other securities or reduced or, save
in respect of the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business or entered into or changed the
terms of any contract with any director or senior executive of the
Wider Hyder Group;
(ix) entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise)
which is of a long term, onerous or unusual nature or magnitude or
which is or could be restrictive on the business of any member of
the Wider Hyder Group or the Wider ARCADIS Group or which involves
or could reasonably be expected to involve an obligation of such a
nature or magnitude;
(x) (other than in respect of a member of the Wider Hyder Group
which was and remains dormant and was solvent at the relevant time)
taken any corporate action or had any legal proceedings started or
threatened in writing against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of all or any
of its assets or revenues (or any analogous proceedings in any
jurisdiction) or had any such person appointed, in each case to an
extent which is material in the context of the Wider Hyder Group
taken as a whole;
(xi) other than of a nature and to an extent which is normal in
the context of the business concerned, entered into any contract,
transaction or arrangement which would be restrictive on the
business of any member of the Wider Hyder Group or the Wider
ARCADIS Group and in each case to an extent which is material in
the context of the Wider Hyder Group or the Wider ARCADIS Group (as
applicable) taken as a whole;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business and in each case to an extent which is
material in the context of the Wider Hyder Group taken as a
whole;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(xiv) having made or agreed or consented to any change to:
(a) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the Wider Hyder Group for
its directors, employees or their dependents;
(b) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(c) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(d) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made;
(xv) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, pension arrangements or
other benefit relating to the employment or termination of
employment of any person employed by the Wider Hyder Group; or
(xvi) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Hyder Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the City Code,
and, for the purposes of paragraphs (iii), (iv), (v), (vi) and
(vii) of this Condition, the term "Hyder Group" shall mean Hyder
and its wholly-owned subsidiaries;
(F) save as Disclosed, since 31 March 2014:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
prospects of any member of the Wider Hyder Group to an extent which
is material in the context of the Wider Hyder Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Hyder
Group is or may become a party (whether as a claimant, defendant or
otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Hyder Group having been
instituted, announced or threatened in writing by or against, or
remaining outstanding in respect of, any member of the Wider Hyder
Group which in any such case might reasonably be expected to
adversely affect any member of the Wider Hyder Group to an extent
which is material in the context of the Wider Hyder Group taken as
a whole;
(iii) no contingent or other liability (other than trade
creditors arising in the ordinary and usual course of business)
having arisen which would reasonably be expected to adversely
affect any member of the Wider Hyder Group to an extent which is
material in the context of the Wider Hyder Group taken as a whole;
and
(iv) no steps having been taken which are reasonably likely to
result in the withdrawal, cancellation, termination or modification
of any licence held by any member of the Wider Hyder Group which is
necessary for the proper carrying on of its business and the
absence of which would be material in the context of the Wider
Hyder Group taken as a whole;
(G) save as Disclosed, AUK Investments not having discovered:
(i) that any financial, business or other information concerning
the Wider Hyder Group contained in the information Publicly
Announced at any time by or on behalf of any member of the Wider
Hyder Group is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that information not
misleading which misrepresentation or omission is material in the
context of the Wider Hyder Group taken as a whole;
(ii) that any member of the Wider Hyder Group or any partnership
in which any member of the Wider Hyder Group has a significant
economic interest is subject to any liability (contingent or
otherwise) which is not disclosed in the annual report and accounts
of Hyder for the year ended 31 March 2014 and which is material in
the context of the Wider Hyder Group taken as a whole; and
(H) save as Disclosed, AUK Investments not having discovered that:
(i) any past or present member of the Wider Hyder Group has
failed to comply with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to, or has any actual,
contingent, prospective or potential liability in respect of, the
disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise
relating to environmental matters, or that there has otherwise been
any such disposal, spillage, release, discharge, leak or emission
(whether or not the same constituted a non-compliance by any person
with any such legislation or regulations, and wherever the same may
have taken place) any of which disposal, spillage, release,
discharge, leak or emission would be reasonably expected to give
rise to any liability (actual or contingent) on the part of any
member of the Wider Hyder Group which is material in the context of
the Wider Hyder Group taken as a whole; or
(ii) there is, or is reasonably likely to be, for that or any
other reason whatsoever, any liability (actual or contingent) which
is material in the context of the Wider Hyder Group taken as a
whole of any past or present member of the Wider Hyder Group to
make good, repair, reinstate, decommission or clean up any property
or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present
member of the Wider Hyder Group, under any environmental
legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any
jurisdiction.
3. Subject to the requirements of the Panel, AUK Investments
reserves the right to waive, in whole or in part, all or any of the
above Conditions, except for Condition (1) which cannot be
waived.
4. Conditions 2(A) to 2(H) (inclusive) must be fulfilled or
waived by AUK Investments, no later than 11.59 p.m. (London time)
on the date immediately preceding the date of the Scheme Court
Hearing, failing which the Scheme will lapse. AUK Investments shall
be under no obligation to waive or treat as satisfied any of
Conditions 2(A) to 2(H) (inclusive) by a date earlier than the
latest date specified above for the fulfilment or waiver thereof,
notwithstanding that the other Conditions of the Offer may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
5. If AUK Investments is required by the Panel to make an offer
for Hyder Shares under the provisions of Rule 9 of the City Code,
AUK Investments may make such alterations to any of the above
Conditions as are necessary to comply with the provisions of that
Rule.
6. Unless the Panel otherwise consents, the Offer will lapse and
the Scheme will not proceed if there is a Phase 2 CMA reference in
respect of the Offer (a) before the Court Meeting and the General
Meeting or (b) (if AUK Investments elects to implement the Offer by
way of Takeover Offer) before 1.00 p.m. (London time) on the first
closing date of the Takeover Offer or the date on which the
Takeover Offer becomes or is declared unconditional as to
acceptances, whichever is the later.
Part B: Certain further terms of the Offer
Unless otherwise determined by AUK Investments or required by
the Code and permitted by applicable law and regulation, the Offer
is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction. The availability of the
Offer to persons not resident in the United Kingdom may be affected
by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
Hyder Shares which will be acquired under the Offer will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement, save for the Hyder Final
Dividend.
AUK Investments reserves the right to elect (with the consent of
the Panel) to implement the Offer by way of a Takeover Offer. In
such event, such Takeover Offer will be implemented on the same
terms, so far as applicable, as those which would apply to the
Scheme, subject to appropriate amendments to reflect the change in
method of effecting the Offer, including (without limitation and
subject to the consent of the Panel) an acceptance condition that
is set at 90 per cent. (or such lesser percentage, as AUK
Investments may decide) (i) in nominal value of the shares to which
such Takeover Offer relates; and (ii) of the voting rights attached
to those shares, and that is subject to AUK Investments and/or
(with the consent of the Panel) any members of the ARCADIS Group
having acquired or agreed to acquire, whether pursuant to the offer
or otherwise, shares carrying more than 50 per cent. of the voting
rights normally exercisable at a general meeting of Hyder,
including, for this purpose, any such voting rights attaching to
Hyder Shares that are unconditionally allotted or issued before the
takeover offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise.
Under Rule 13.5 of the Code, AUK Investments may not invoke a
Condition so as to cause the Offer not to proceed, to lapse or any
offer to be withdrawn unless the circumstances which give rise to
the right to invoke the Condition are of material significance to
AUK Investments in the context of the Offer. Condition 1 and, if
applicable, the acceptance condition in any Takeover Offer
implemented by AUK Investments on the basis described in the
preceding paragraph, is not subject to this provision of the
Code.
This Offer will be governed by English law and be subject to the
jurisdiction of the English courts, to the Conditions set out above
and in the formal Scheme Document and related Forms of Proxy. The
Offer will be subject to the applicable requirements of the City
Code, the Panel, the London Stock Exchange and the UK Listing
Authority.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
i. The value of the Offer is calculated on the basis of the
fully diluted share capital of Hyder as set out in paragraph (iii
below.
ii. As at the close of business on 30 July 2014, being the last
dealing day prior to the date of this announcement, Hyder had in
issue 38,919,164 Hyder Shares.
iii. The fully diluted share capital of Hyder (being 39,422,928
Hyder Shares) is calculated on the basis of:
(a) the number of issued Hyder Shares referred to in paragraph (ii) above; and
(b) any further Hyder Shares which may be issued on or after the
date of this announcement following the exercise of options or
vesting of awards under the Hyder Share Option Schemes, amounting
in aggregate to up to 503,764 Hyder Shares.
iv. Unless otherwise stated, all Closing Prices of Hyder Shares
are closing middle market quotations of a Hyder Share derived from
the Daily Official List for the relevant dates.
v. All share prices expressed in pence have been rounded to the
nearest penny and all percentages have been rounded to one decimal
place (other than the percentages in Appendix III which have been
rounded to the nearest two decimal places).
vi. Unless otherwise stated, the financial information relating
to Hyder is extracted or derived (without any adjustment save for
rounding) from the audited consolidated financial statements of
Hyder for the financial year ended 31 March 2014, prepared in
accordance with IFRS.
vii. Unless otherwise stated, the financial information relating
to ARCADIS is extracted or derived (without any adjustment save for
rounding) from the audited consolidated financial statements of
ARCADIS for the financial year ended 31 December 2013, prepared in
accordance with IFRS.
viii. The Enterprise Value of Hyder is calculated as diluted
equity value (based on the fully diluted share capital as set out
in paragraph (iii) above) plus Hyder's financial net cash of
GBP13.2m and the Acer Group Pension Scheme deficit of GBP21.8m as
at 31 March 2014.
ix. Pre transaction and refinancing, ARCADIS' net debt to EBITDA
ratio of 1.3x is based on net debt of EUR268 million as at 30 June
2014 and annualised EBITDA of EUR214 million for the twelve months
ended
30 June 2014. Post transaction and pre-refinancing, the target
net debt to EBITDA ratio of 2.4x is based on pro-forma net debt of
EUR592 million and EBITDA of EUR244 million, comprised of ARCADIS
EBITDA of
EUR214 million for the twelve months ended 30 June 2014 and
Hyder EBITDA of EUR30 million (converted at an exchange rate of
GBP1: EUR1.262 based on Bloomberg on 30 July 2014) for the
financial year ending in
31 March 2014.
x. EBITDA excludes acquisition costs, contingent consideration
adjustments and exceptional items.
xi. Operating EBITA excludes restructuring, integration and acquisition costs.
xii. The synergy numbers are unaudited and are based on analysis
conducted by ARCADIS' management. There are several material
assumptions underlying the calculation of these synergy numbers
which therefore might be materially greater or less than estimated.
The synergy statements included in this announcement are not
intended as a profit forecast.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Part A: Director Irrevocable Undertakings
The following Hyder Directors and (in the case of Sir Alan
Thomas and Ivor Catto, their wives) have irrevocably undertaken to
AUK Investments to vote in favour of (or, where applicable, to
procure that votes are cast in favour of) the resolutions relating
to the Scheme at the Court Meeting and at the General Meeting (or,
if AUK Investments decides to implement the Offer by means of a
Takeover Offer instead of by way of the Scheme, to accept (or
procure acceptances of) such Takeover Offer) in respect of the
following interests in Hyder Shares:
Name Number of Hyder Shares % of Hyder Shares in issue Number of Hyder Shares under
(excluding shares under option option
or award) or award
---------------------- ----------------------- --------------------------------- ----------------------------------
Sir Alan Thomas 209,557 0.54 -
---------------------- ----------------------- --------------------------------- ----------------------------------
Lady Thomas (Angela) 667,223 1.71 -
---------------------- ----------------------- --------------------------------- ----------------------------------
Ivor Catto 7,132 0.02 254,870
---------------------- ----------------------- --------------------------------- ----------------------------------
Mary-Anne Catto 163,515 0.42 -
---------------------- ----------------------- --------------------------------- ----------------------------------
Russell Down 45,000 0.12 161,899
---------------------- ----------------------- --------------------------------- ----------------------------------
Jeffrey Hume 10,000 0.03 -
---------------------- ----------------------- --------------------------------- ----------------------------------
Paul Withers 50,000 0.13 -
---------------------- ----------------------- --------------------------------- ----------------------------------
Kevin Taylor 7,490 0.02 -
---------------------- ----------------------- --------------------------------- ----------------------------------
TOTAL 1,159,917 2.98 416,769
---------------------- ----------------------- --------------------------------- ----------------------------------
These irrevocable undertakings will cease to be binding:
(a) if the Scheme Document or Takeover Offer Document (as the
case may be) has not been posted within 28 days of the issue of
this announcement (or within such longer period as ARCADIS, with
the consent of the Panel, determines), provided that if ARCADIS
elects to exercise its right to implement the Offer by way of a
Takeover Offer, this period will be extended to refer to within 28
days of the issue of the press announcement announcing the change
in structure (or such other date for the posting of the Takeover
Offer Document as the Panel may require); and
(b) on the earlier of: (i) the Long Stop Date; and (ii) the date
on which the Scheme or Takeover Offer lapses in accordance with its
terms, save where the Scheme has lapsed but AUK Investments has
switched to a Takeover Offer in accordance with the City Code.
Part B: Letters of Intent
AUK Investments has received letters of intent from Aberforth
and T. Rowe to vote in favour of the resolutions relating to the
Scheme at the Court Meeting and at the General Meeting (or, in the
case of Aberforth, if AUK Investments decides to implement the
Offer by means of a Takeover Offer instead of by way of the Scheme,
to accept or procure acceptance of the Takeover Offer) in respect
of the following interests in Hyder Shares:
Name Number of Hyder Shares % of Hyder Shares in issue
----------- ----------------------- ---------------------------
Aberforth 3,065,940 7.88
----------- ----------------------- ---------------------------
T. Rowe 1,897,673 4.88
----------- ----------------------- ---------------------------
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Aberforth" Aberforth Partners LLP;
"Acer Group Pension Hyder's principal UK defined
Scheme" benefit scheme, for which the
sponsoring employer is Hyder
Consulting (UK) Limited;
"ARCADIS" ARCADIS N.V., a public company
with limited liability incorporated
in the Netherlands, registered
with the Dutch Chambers of Commerce
under number 09051284;
"ARCADIS Directors" the directors appointed to the
Board of ARCADIS;
"ARCADIS Group" ARCADIS and its subsidiaries
and subsidiary undertakings
(including AUK Investments);
"ARCADIS Parties" ARCADIS and AUK Investments;
"AUK Investments" ARCADIS UK Investments B.V.,
a private company incorporated
in The Netherlands, registered
with the Dutch Chambers of Commerce
under number 61170321;
"Board of ARCADIS" executive board of directors
of ARCADIS;
"Board of Hyder" board of directors of Hyder;
"Business Day" a day (other than Saturdays,
Sundays and public or bank holidays
in the UK) on which banks are
open for business in the City
of London;
"Capital Reduction" the proposed reduction of Hyder's
share capital provided for by
the Scheme;
"City Code" or the City Code on Takeovers and
"Code" Mergers;
"Closing Price" the closing middle market price
of a Hyder Share on a particular
dealing day as derived from
the Daily Official List;
"Companies Act" the Companies Act 2006, as amended
from time to time;
"Conditions" the conditions to the implementation
of the Offer, as set out in
Appendix I to this announcement
and to be set out in the Scheme
Document or, if applicable,
the Takeover Offer Document
and "Condition" means any of
them;
"Confidentiality has the meaning given to it
Agreement" in paragraph 13 of this announcement;
"Continental Europe" Europe excluding the United
Kingdom, the Isle of Man, the
Channel Islands, Ireland and
Iceland;
"Court" the High Court of Justice in
England and Wales;
"Court Meeting" the meeting of Hyder Shareholders
to be convened pursuant to an
order of the Court under the
Companies Act for the purpose
of considering and, if thought
fit, approving the Scheme (with
or without amendment), including
any adjournment thereof;
"Court Orders" the Scheme Court Order and the
Reduction Court Order and "Court
Order" means either of them;
"CREST" the relevant system (as defined
in the Uncertificated Securities
Regulations 2001 (SI 2001/3755))
in respect of which Euroclear
UK & Ireland Limited is the
Operator (as defined in the
Uncertificated Securities Regulations
2001 (SI 2001/3755));
"Daily Official the Daily Official List of the
List" London Stock Exchange;
"Dealing Day" a day on which dealing in domestic
securities may take place on,
and with the authority of, the
London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule
8 of the Code;
"Disclosed" information:
(a) which has been fairly disclosed
in writing by or on behalf of
Hyder to AUK Investments or
its advisers prior to the date
of this announcement in connection
with this announcement;
(b) which has been Publicly
Announced;
(c) which is set out in Hyder's
interim management statement
issued on 31 July 2014; or
(d) set out in this announcement;
"Disclosure Table" details of offeree companies
and offerors currently in an
offer period published by the
Panel under Rule 8 of the Code;
"EPS" earnings per share;
"EBITDA" earnings before interest, tax,
depreciation and amortisation
excluding acquisition costs,
contingent consideration adjustments
and exceptional items;
"Effective Date" the date on which the Scheme
becomes effective in accordance
with its terms;
"Emerging Markets" includes countries in Latin
America, the Middle East and
Asia;
"Enlarged Group" the ARCADIS Group, together
with Hyder and the other members
of the Hyder Group, following
the completion of the Offer;
"Enterprise Value" calculated as diluted equity
value plus financial net debt
/ (cash) and pension deficit;
"Forms of Proxy" the forms of proxy for use at
the Court Meeting and the General
Meeting which will accompany
the Scheme Document;
"General Meeting" the general meeting of Hyder
Shareholders (including any
adjournment thereof) to be convened
in connection with the Scheme;
"Hyder" Hyder Consulting PLC, incorporated
in England and Wales with registered
number 00768087;
"Hyder Directors" the directors of Hyder;
"Hyder Final Dividend" the final dividend of 8.5 pence
per Hyder Share proposed by
the Hyder Directors in Hyder's
final results announcement dated
11 June 2014 for the financial
year ended 31 March 2014 and
which, if approved by Hyder
Shareholders at the Hyder annual
general meeting to be held on
1 August 2014, is expected to
be paid on or around 8 August
2014 to Hyder Shareholders on
the register of members of Hyder
at 11 July 2014;
"Hyder Group" Hyder and its subsidiaries and
subsidiary undertakings;
"Hyder Share Option (a) the Hyder Consulting PLC
Schemes" Executive Share Option Scheme
(2002); and
(b) the LTIP;
"Hyder Shareholders" the registered holders of Hyder
or "Shareholders" Shares;
"Hyder Shares" the ordinary shares of ten pence
each in the capital of Hyder;
"HSBC" HSBC Bank plc;
"IFRS" International Financial Reporting
Standards;
"Investec" Investec Bank plc;
"Listing Rules" the rules and regulations made
by the UKLA under the Financial
Services and Markets Act 2000,
and contained in the UKLA's
publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 5.00 p.m. (London time) on 31
January 2015 (or such later
time and/or date as may be agreed,
with the consent of the Panel,
by AUK Investments and Hyder
and the Court may allow);
"LTIP" the Hyder Consulting PLC 2006
Long Term Incentive Plan (as
amended);
"NYSE Euronext" NYSE Euronext, a subsidiary
of Intercontinental Exchange
Group, Inc.;
"Offer" the recommended cash offer being
made by AUK Investments to acquire
the entire issued and to be
issued ordinary share capital
of Hyder to be effected by means
of the Scheme (and, where the
context admits, any subsequent
revision, variation, extension
or renewal thereof) or by the
Takeover Offer under certain
circumstances described in this
announcement;
"Offer Period" the offer period (as defined
by the Code) relating to Hyder,
which commenced on 31 July 2014
(being the date of this announcement);
"Official List" the Official List maintained
by the UKLA;
"Opening Position has the same meaning as in Rule
Disclosure" 8 of the Code;
"Operating EBITA" earnings before interest, tax
and amortisation excluding restructuring,
integration and acquisition
costs;
"Overseas Shareholders" Hyder Shareholders (or nominees
of, or custodians or trustees
for, Hyder Shareholders) not
resident in, or nationals or
citizens of, the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Phase 2 CMA reference" has the same meaning as in the
Code;
"Publicly Announced" disclosed:
(a) in any public announcement
by or on behalf of Hyder to
any Regulatory Information Service
on or before 5.00 p.m. (London
time) on the Business Day immediately
before the date of this announcement;
or
(b) in the Annual Report and
Accounts of Hyder for the year
ended 31 March 2014;
"Reduction Court the order of the Court under
Order" Section 648 of the Companies
Act confirming the Capital Reduction;
"Reduction Record the time and date specified
Time" as such in the Scheme Document,
expected to be 6.00 p.m. (London
time) on the Business Day immediately
preceding the date on which
the Reduction Court Order is
made;
"Registrar of Companies" the Registrar of Companies in
England and Wales;
"Regulatory Information a regulatory information service
Service" that is approved by the Financial
Conduct Authority and is on
the list maintained by the Financial
Conduct Authority in LR App
3 to the Listing Rules;
"Restricted Jurisdiction" subject always to the requirements
of Rule 23.2 of the City Code
in relation to the distribution
of offer documentation to jurisdictions
outside the UK, any jurisdiction
where extension or acceptance
of the Offer may result in significant
risk of civil, regulatory or
criminal exposure in that jurisdiction;
"Rothschild" N.M. Rothschild & Sons Limited,
trading as Rothschild;
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies
Act between Hyder and the Hyder
Shareholders in connection with
the Offer, with or subject to
any modification, addition or
condition approved or imposed
by the Court and agreed to by
Hyder and AUK Investments;
"Scheme Court Hearing" the hearing of the Court to
sanction the Scheme under Part
26 of the Companies Act;
"Scheme Court Order" the order of the Court sanctioning
the Scheme under Part 26 of
the Companies Act;
"Scheme Document" the document to be sent to Hyder
Shareholders containing, amongst
other things, the Scheme and
the notices convening the Court
Meeting and the General Meeting;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" the Hyder Shares:
(a) in issue at the date of
the Scheme Document;
(b) (if any) issued after the
date of the Scheme Document
and prior to the Scheme Voting
Record Time; and
(c) (if any) issued at or after
the Scheme Voting Record Time
but on or before the Reduction
Record Time, either on terms
that the original or any subsequent
holders of such shares are to
be bound by the Scheme or in
respect of which their holders
are, or shall have agreed in
writing to be, bound by the
Scheme,
in each case, other than Hyder
Shares (if any) legally or beneficially
owned by any member of the ARCADIS
Group;
"Scheme Voting the time and date specified
Record Time" in the Scheme Document by reference
to which entitlement to vote
on the Scheme will be determined,
expected to be 6.00 p.m. (London
time) on the day which is two
days before the Court Meeting
or, if the Court Meeting is
adjourned, 6.00 p.m. (London
time) on the day which is two
days before the date of such
adjourned Court Meeting;
"Shareholder Meetings" the Court Meeting and the General
Meeting, and "Shareholder Meeting"
means either of them;
"Significant Interest" in relation to an undertaking,
a direct or indirect interest
in ten per cent. or more of
the equity share capital (as
defined in the Companies Act)
of such undertaking;
"T. Rowe" T. Rowe Price International
Ltd.;
"Takeover Offer" should the Offer be implemented
by way of a takeover offer as
defined in Chapter 3 of Part
28 of the Companies Act, the
takeover offer to be made by
or on behalf of AUK Investments
to acquire for cash the entire
issued and to be issued ordinary
share capital of Hyder and,
where the context admits, any
subsequent revision, variation,
extension or renewal of such
takeover offer;
"Takeover Offer should the Offer be implemented
Document" by means of the Takeover Offer,
the document to be sent to Hyder
Shareholders which will contain,
inter alia, the terms and conditions
of the Takeover Offer;
"UK Listing Authority" the Financial Conduct Authority
or "UKLA" as the authority for listing
in the United Kingdom;
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland;
"United States" the United States of America,
or "US" its territories and possessions,
any state of the United States
of America, the District of
Columbia and all other areas
subject to its jurisdiction
and any political sub-division
thereof;
"Volume Weighted the volume weighted average
Average Price" of the per share trading prices
of Hyder Shares on the London
Stock Exchange as reported through
Bloomberg;
"Wider ARCADIS ARCADIS and its subsidiary undertakings
Group" (including AUK Investments),
associated undertakings and
any other undertaking in which
ARCADIS and/or such undertakings
(aggregating their interests)
have a Significant Interest;
and
"Wider Hyder Group" Hyder and its subsidiary undertakings,
associated undertakings and
any other undertaking in which
Hyder and/or such undertakings
(aggregating their interests)
have a Significant Interest.
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking" and "undertaking" have the respective meanings given
thereto by the Companies Act and "associated undertaking" has the
meaning given by paragraph 19 of Schedule 6 to the Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All references to "Euro", "EUR" or "cents" are to the lawful
currency of the member states of the European Union that adopt the
single currency in accordance with the EC Treaty.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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