TIDMHYC
RNS Number : 5793R
Hyder Consulting PLC
12 September 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
12 September 2014
RECOMMENDED CASH OFFER
FOR HYDER CONSULTING PLC
by
ARCADIS UK INVESTMENTS B.V.
a wholly-owned subsidiary of
ARCADIS N.V.
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of update letters to Shareholders and holders of options
or awards under the Hyder Share Option Schemes
On 2 September 2014, an offer document (the "Scheme Document")
was posted to all Hyder Shareholders setting out the terms of a
recommended increased cash offer of 730 pence per Hyder Share,
pursuant to which ARCADIS UK Investments B.V. ("AUK Investments"),
a wholly-owned subsidiary of ARCADIS N.V. ("ARCADIS"), proposes to
acquire the entire issued and to be issued ordinary share capital
of Hyder not already held by the ARCADIS Group. The Acquisition is
to be effected by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (or by a Takeover Offer under
certain circumstances described in the Scheme Document).
On 5 September 2014, ARCADIS released a further announcement
(the "Further Increased Offer Announcement") setting out AUK
Investment's revised and further increased 750 pence per share cash
offer for the entire issued and to be issued share capital of Hyder
(the "Further Increased Offer"). The Further Increased Offer
Announcement also noted that ARCADIS had acquired an additional
3,734,808 Hyder Shares and accordingly had acquired, agreed to
acquire or received irrevocable undertakings in respect of, in
total, 10,979,887 Hyder Shares, representing, in aggregate,
approximately 28.2 per cent. of Hyder's issued ordinary share
capital as at 4 September (being the latest practicable date prior
to the Further Increased Offer Announcement). A response
announcement was released by Hyder on 5 September 2014 stating that
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 being held on 25
September 2014.
Today, 12 September 2014, Hyder has sent letters to Shareholders
and holders of options or awards under the Hyder Share Option
Schemes in order to update them, inter alia, on the Further
Increased Offer price of 750p and the 28.2 per cent. holding of or
agreement to acquire Hyder Shares by ARCADIS.
Capitalised terms used in this announcement (unless otherwise
defined) have the same meanings as set out in the Scheme
Document.
Enquiries:
Hyder ARCADIS
+44 (0) 203 014 9000 +31 (0) 20 201 1083
Ivor Catto, Chief Executive Joost Slooten
Russell Down, Group Finance Director
Investec Bank plc (Financial HSBC Bank plc (Financial Adviser
Adviser and Rule 3 Adviser to to ARCADIS)
Hyder)
+44 (0) 207 597 4000 +44 (0) 207 991 8888
Christopher Baird Jurriaan de Munck
James Ireland James Pincus
Josh Levy Alex Thomas
Numis Securities Limited (Broker Rothschild (Financial Adviser
to Hyder) to ARCADIS)
+44 (0) 207 260 1000 +44 (0) 207 280 5000
David Poutney Paul Simpson
James Serjeant Neil Thwaites
Stuart Skinner Jonathan Slaughter
Citigate Dewe Rogerson (Public Brunswick (Public Relations Adviser
Relations Adviser to Hyder) to ARCADIS)
+44 (0) 207 282 2945 +44 (0) 207 404 5959
Ginny Pulbrook Michael Harrison
Tom Baldock Azhar Khan
Marleen Geerlof
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Acquisition
or otherwise. The Acquisition will be made solely by means of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Scheme. Any approval, decision or other response to the Acquisition
should be made only on the basis of the information in the Scheme
Document.
Investec Bank plc, which is authorised in the United Kingdom by
the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to Hyder and no-one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Hyder for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Numis Securities Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting as
broker to Hyder and no-one else in connection with the subject
matter of this announcement and will not be responsible to anyone
other than Hyder for providing the protections afforded to its
clients or for providing broking advice in connection with the
subject matter of this announcement.
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to ARCADIS and AUK Investments and for
no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
ARCADIS and AUK Investments for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to ARCADIS and AUK Investments and for
no-one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
ARCADIS and AUK Investments for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement or
availability of the Acquisition in jurisdictions other than the
United Kingdom may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should therefore
inform themselves of, and observe, any applicable requirements. In
particular, the ability of persons who are not resident in the
United Kingdom to vote their Hyder Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located. Any failure to comply with the restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement has been prepared for the purposes of
complying with the laws of England and Wales and the Takeover Code
and the information disclosed may not be the same as that which
would have been disclosed if this document had been prepared in
accordance with the laws of any jurisdiction outside the United
Kingdom.
The Acquisition relates to shares of an English public limited
company and is being effected by means of a scheme of arrangement
under the laws of England and Wales. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of tender offer rules or the laws of
other jurisdictions outside the United Kingdom. However, if AUK
Investments elects to implement the Increased Offer by means of a
Takeover Offer, such Takeover Offer will be made in compliance with
all applicable laws and regulations to the extent applicable.
Unless otherwise determined by AUK Investments or required by
the Takeover Code, and permitted by applicable law and regulation,
the Acquisition will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction and no person may vote
in favour of the Acquisition by any such use, means,
instrumentality or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction, and persons receiving
this announcement or any documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from any
such jurisdictions. If the Acquisition is implemented by way of a
Takeover Offer, the Takeover Offer (unless otherwise permitted by
applicable law and regulation) will and may not be made, directly
or indirectly, in or into, or by the use of the mails, or by any
means of instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national, state or other
securities exchange of any Restricted Jurisdiction, and the
Takeover Offer will not be capable of acceptance from or within any
Restricted Jurisdiction or by any such use, means, instrumentality
or facilities.
The availability of the Acquisition to Hyder Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory
requirements.
Notice to US investors in Hyder
The Acquisition relates to the shares of an English public
limited company and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, AUK Investments exercises
the right to implement the Acquisition by way of a Takeover Offer
and determines to extend the Acquisition into the United States,
the Acquisition will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and which may be included in the Scheme Document (or
Takeover Offer Document, as the case may be) has been or will have
been prepared in accordance with accounting standards applicable in
territories outside the United States that may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
It may be difficult for US holders of Hyder Shares to enforce
their rights and any claim arising out of the US federal laws,
since ARCADIS, AUK Investments and Hyder are each located in a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Hyder Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement and availability of hard
copies
This announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Hyder's website at
http://www.hyderconsulting.com, respectively, by no later than 12
noon on the Business Day following this announcement. The contents
of Hyder's website is not incorporated into and do not form part of
this announcement.
Any person who is required to be sent this announcement under
the Code may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
writing to Capita Registrars of The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling
from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per
minute plus network extras, lines are open 9.00 a.m. - 5.30 p.m.
Monday to Friday. It is important that you note that unless you
make such a request, a hard copy of this announcement and any such
information incorporated by reference in it will not be sent to
you. You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
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