TIDMHYC
RNS Number : 6281S
Hyder Consulting PLC
25 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
25 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
Results of Court Meeting and General Meeting
The Board of Hyder Consulting PLC ("Hyder") is pleased to
announce that, at the Court Meeting and the General Meeting
convened earlier today in connection with the recommended
acquisition by ARCADIS UK Investments B.V. ("AUK Investments"), a
wholly-owned subsidiary of ARCADIS N.V. ("ARCADIS"), of the entire
issued and to be issued share capital of Hyder not already held by
ARCADIS (the "Acquisition") by way of scheme of arrangement under
Part 26 of the Companies Act 2006 (the "Scheme"), all the
resolutions proposed were duly passed by the requisite
majorities.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below.
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.97 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was decided on a poll vote. Details
of the votes cast are as follows:
Number of Scheme Shares Number of Scheme Shareholders Number of
Scheme Shares voted (%) Scheme Shareholders who voted Scheme Shares
voted who voted (%) voted as
a percentage
of the issued
share capital
(%)(1)
--------- --------------- -------------- --------------------- -------------------- ---------------
For 14,156,070 99.97% 265 99.62% 36.35
--------- --------------- -------------- --------------------- -------------------- ---------------
Against 4,901 0.03% 1 0.38% 0.01
--------- --------------- -------------- --------------------- -------------------- ---------------
Total 14,160,971 100% 266 100% 36.36
--------- --------------- -------------- --------------------- -------------------- ---------------
(1) As previously announced, ARCADIS has acquired 10,035,821
Hyder Shares, representing approximately 25.8 per cent. of the
ordinary share capital of Hyder in issue on 24 September 2014
(being the latest practicable date prior to this announcement). In
addition, ARCADIS has unconditionally agreed to acquire from
certain Hyder Directors a further 67,286 Hyder Shares which are
still legally owned by the relevant Hyder Directors. In accordance
with the terms of the Scheme, no votes have been cast (whether by
ARCADIS or by the relevant Hyder Directors) in respect of any such
Hyder Shares at the Court Meeting.
Accordingly, the resolution proposed at the Court Meeting was
duly passed.
GENERAL MEETING
At the General Meeting, the special resolution (the "Special
Resolution"), as set out in the notice of the General Meeting
contained in Part Nine (Notice of General Meeting) of the scheme
document issued by Hyder on 2 September 2014 (the "Scheme
Document"), was duly passed on a poll vote, and the results are
detailed as follows:
Number of Hyder Shares Percentage of Hyder
voted(2) Shares voted (%)(2)
------------------ ----------------------- ---------------------
For 14,149,162 99.99%
------------------ ----------------------- ---------------------
Against 2,000 0.01%
------------------ ----------------------- ---------------------
Vote withheld(3) (33,323) -
------------------ ----------------------- ---------------------
Total 14,151,162 100%
------------------ ----------------------- ---------------------
(2) In respect of the Special Resolution and as previously
disclosed in the Scheme Document, ARCADIS has committed not to
exercise any voting rights in respect of the 10,035,821 Hyder
Shares which ARCADIS has previously acquired or in respect of the
further 67,286 Hyder Shares which ARCADIS has agreed to acquire
from certain Hyder Directors. No votes have therefore been cast
(whether by ARCADIS or by the relevant Hyder Directors) in respect
of any such Hyder Shares in respect of the Special Resolution.
(3) A vote "withheld" is not a vote in law and accordingly is
not counted in the calculation of the proportion of the votes for
and against the Special Resolution.
Next Steps
Completion of the Acquisition remains subject to the
satisfaction or (where capable of being waived) waiver of the other
Conditions set out in the Scheme Document, including the Court
sanctioning the Scheme at the First Court Hearing and confirming
the Capital Reduction at the Second Court Hearing. The First Court
Hearing and the Second Court Hearing are expected to take place on
14 October 2014 and 16 October 2014, respectively. Subject to the
Conditions, as described above, being satisfied or (where
applicable) waived, the Scheme is expected to become effective on
16 October 2014. The expected timetable for the implementation of
the Scheme is attached to this announcement.
Other
Note that capitalised terms used in this announcement but not
defined have the same meanings as in the Scheme Document.
A copy of the Special Resolution and the amended articles of
association of Hyder will be submitted electronically to the
National Storage Mechanism facility (www.hemscott.com/nsm.do).
A copy of this announcement will be available, subject to
certain restrictions in relation to persons in certain overseas
jurisdictions, on Hyder's website at www.hyderconsulting.com and
ARCADIS's website at www.arcadis.com.
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
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.
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 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.com, 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.
Availability of hard copies 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.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown below are London times unless otherwise
stated.
Event Time and/or date
First Court Hearing (to sanction the Scheme) 14 October 2014
Last day of dealings in, and for registration of transfers of, Hyder Shares 15 October 2014
Scheme Record Time 6.00 p.m. on 15 October 2014
Second Court Hearing (to confirm Capital Reduction) 16 October 2014
Effective Date 16 October 2014
Latest date for despatch of cheques and settlement of cash consideration through CREST 30 October 2014
Long Stop Date 31 January 2015
These dates and times are indicative only and are based on ARCADIS' and Hyder's current expectations
and may be subject to change. If any of the dates or times above change, the revisions will
be notified by announcement through the Regulatory News Service of the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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