HYC Hyder Cons

TIDMHYC

RNS Number : 4251U

Hyder Consulting PLC

16 October 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,

IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

16 October 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

Suspension of trading and listing of Hyder Shares

Hyder Consulting PLC ("Hyder") announces that listing of the Hyder Shares on the premium listing segment of the Official List of the UK Listing Authority ("UKLA") and trading in the Hyder Shares on the London Stock Exchange's main market for listed securities will be suspended at 7.30 a.m. (London time) today. The suspension has been made in accordance with Hyder's application to the UKLA as announced by Hyder on 14 October 2014, and is effected as part of the Scheme.

The Scheme remains conditional on, among other things in accordance with its terms, Court approval being obtained for the Capital Reduction at the Reduction Court Hearing, which is expected to take place today. Subject to the Court confirming the Capital Reduction, the Scheme is expected to become effective today.

The delisting of the Hyder Shares from the premium listing of the Official List of the UKLA and the cancellation of admission to trading of the Hyder Shares on the London Stock Exchange's main market for listed securities have been applied for and, subject to the Scheme becoming effective, are expected to take effect at 8.00 a.m. on 17 October 2014.

Unless otherwise stated, defined terms used in this announcement have the same meanings as those used in the Scheme Document published on 2 September 2014.

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 
 Tom Baldock 
 

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.

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. 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.

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.

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.

Publication on website

Copies of the announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the website of Hyder at www.hyderconsulting.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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