Hyder Consulting PLC Response to Further Increased Cash Offer (9661Q)
05 September 2014 - 12:56PM
UK Regulatory
TIDMHYC TIDM0N6B
RNS Number : 9661Q
Hyder Consulting PLC
05 September 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
5 September 2014
RESPONSE TO FURTHER INCREASED CASH OFFER FOR HYDER CONSULTING
PLC BY ARCADIS UK INVESTMENTS B.V.
The Board of Hyder Consulting PLC ("Hyder") note the
announcement this morning by ARCADIS UK Investments B.V., a wholly
owned subsidiary of ARCADIS N.V. ("ARCADIS") of a further increased
cash offer of 750 pence per Hyder Share to acquire the entire
issued and to be issued share capital of Hyder not already owned by
ARCADIS (the "Further Increased Offer"). The Board also note that
all other terms of the Offer remain the same. The Further Increased
Offer is intended to be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").
The Further Increased Offer price of 750 pence per Hyder Share
values the entire issued and to be issued ordinary share capital of
Hyder at approximately GBP296 million and represents a premium of
approximately 59.8 per cent. to the Closing Price per Hyder Share
of 469 pence on 30 July 2014 (being the latest date prior to
commencement of the Offer Period)
The Board of Hyder also note that ARCADIS has today acquired
3,734,808 Hyder Shares from a single shareholder, representing in
aggregate approximately 9.6 per cent. of the existing issued
ordinary share capital of Hyder on 4 September 2014 (being the
latest practicable date prior to this announcement), at the Further
Increased Offer price of 750p. ARCADIS have now acquired, agreed to
acquire or received irrevocable undertakings in respect of
10,979,887 Hyder Shares, representing, in aggregate, approximately
28.2 per cent. of Hyder's issued ordinary share capital.
On 21 August 2014, ARCADIS announced they had reached an
agreement with the Board of Hyder on the terms of a recommended
cash offer of 730p. The Hyder Directors, who have been so advised
by Investec, consider the terms of the Further Increased Offer to
be fair and reasonable and in the best interests of Hyder
Shareholders as a whole, and continue to unanimously recommend that
Hyder Shareholders vote in favour of the resolutions relating to
the Scheme to be proposed at the Court Meeting and the General
Meeting.
Enquiries
Hyder
+44 (0) 203 014 9000
Ivor Catto, Chief Executive
Russell Down, Group Finance Director
Investec Bank plc (Financial Adviser and Rule 3 Adviser to Hyder)
+44 (0) 207 597 4000
Christopher Baird
James Ireland
Josh Levy
Numis Securities Limited (Broker to Hyder)
+44 (0) 207 260 1000
David Poutney
James Serjeant
Stuart Skinner
Citigate Dewe Rogerson (Public Relations Adviser to Hyder)
+44 (0) 207 282 2945
Ginny Pulbrook
Tom Baldock
Dealing disclosure requirements
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 paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel' s Market Surveillance Unit on +44 (0)20 7638
0129.
Rule 19.11 disclosure
In accordance with Rule 19.11 of the Code, a copy of this
announcement will be available on the Hyder website:
http://www.hyderconsulting.com
Other
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 information is provided by RNS
The company news service from the London Stock Exchange
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