18th Jan 2006 16:04
Carillion PLC18 January 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO ORFROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. Carillion plc Proposed acquisition of Mowlem plc. The Board of Carillion plc notes the announcement today by Balfour Beatty plcthat it will not be making an offer for Mowlem plc. The proposed acquisition byCarillion is therefore the only outstanding offer for Mowlem plc. The Carillion Board continues to believe that the terms of its proposed cash andshare acquisition of Mowlem plc, which has been recommended by the Board ofMowlem plc, provides an excellent opportunity for both Mowlem and Carillionshareholders to benefit from the combined strengths of the Enlarged Group.Carillion and Mowlem Shareholders are strongly encouraged to vote in favour ofthe proposed acquisition at the Carillion Extraordinary General Meeting to beheld on 23 January 2006 and the Scheme Meeting and Mowlem Extraordinary GeneralMeeting to be held on 30 January 2006. Carillion has also reached an agreement with Balfour Beatty that subject toCarillion successfully completing the acquisition and subject to due diligenceby Balfour Beatty, the latter will acquire from Carillion two Mowlem businesses,namely Charter, the US construction management company, and Edgar Allen, the UKrail track products manufacturer. Carillion has identified these as non-corebusinesses that would not fit its consistent strategy for growth. The consideration in respect of these sales is expected to be approximately£20.5 million in cash. In 2004, Charter had sales of approximately £95 million and earnings beforeinterest and tax of approximately £2.0 million, including approximately £0.4million of income, which in the opinion of the Carillion Board is expected to benon-recurring. Its gross assets at 31 December 2004 were approximately £21million. In 2004, Edgar Allen had sales of approximately £25 million andearnings before interest and tax of approximately £1.9 million. Its gross assetsat 31 December 2004 were approximately £19 million. The proceeds from thesesales would be used by Carillion to reduce its debt. The Carillion Board believes that the sale of these two businesses would have nomaterial effect on the prospects for the Enlarged Group as set out in theCarillion Shareholder Circular and Information Memorandum and circulated inconnection with the proposed Acquisition of Mowlem. The sale of Edgar Allen andCharter will not require the consent of either the Carillion Shareholders or theMowlem Shareholders. Terms defined in this announcement shall have the meanings given to them in theInformation Memorandum. For further informationJohn Denning, Director Group Corporate Affairs 01902 316426 Lazard, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Carillion and no one else inconnection with the Acquisition and this announcement and will not beresponsible to anyone other than Carillion for providing the protectionsafforded to clients of Lazard nor for providing advice in connection with theAcquisition or this announcement or any matter referred to herein. Morgan Stanley, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Carillion and no oneelse in connection with the Acquisition and this announcement and will not beresponsible to anyone other than Carillion for providing the protectionsafforded to clients of Morgan Stanley nor for providing advice in connectionwith the Acquisition or this announcement or any matter referred to herein. Oriel Securities, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Carillion and no oneelse in connection with the Acquisition and this announcement and will not beresponsible to anyone other than Carillion for providing the protectionsafforded to clients of Oriel Securities nor for providing advice in connectionwith the Acquisition or this announcement or any matter referred to herein. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote for approval in any jurisdiction,nor shall there be any sale, issue or transfer of the securities referred to inthis announcement in any jurisdiction in contravention of applicable law. Anydecision made in relation to the Acquisition should be made only on the basis ofinformation contained in or referred to in the Scheme Document and theInformation Memorandum. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In particular,this announcement should not be distributed, forwarded to or transmitted in orinto the United States of America, Canada, Australia or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws insuch jurisdiction. This announcement and the Acquisition are not an offer of securities for sale inthe US or in any jurisdiction in which such an offer is unlawful. The NewCarillion Shares have not been, and will not be, registered under the USSecurities Act of 1933 (the 'Securities Act') or under the securities laws ofany state, district or other jurisdiction of the US, Australia, Canada or Japanand no regulatory clearance in respect of the New Carillion Shares has been, orwill be, applied for in any jurisdiction other than the UK. It is expected thatthe New Carillion Shares will be issued in reliance upon the exemption from theregistration requirements of the Securities Act provided by Section 3(a) (10)thereof. Under applicable US securities laws, Mowlem Shareholders who are orwill be deemed to be 'affiliates' of Mowlem or Carillion prior to, or ofCarillion after, the Effective Date will be subject to certain transferrestrictions relating to the New Carillion Shares received in connection withthe Acquisition. Relevant clearances have not been, and will not be, obtained from the securitiescommission or similar authority of any province or territory of Canada and noprospectus, information memorandum or other documents relating to the NewCarillion Shares has been or will be filed or registration made under anysecurities laws of any province or territory of Canada nor has any prospectus,information memorandum or other documents relating to the New Carillion Sharesbeen, or will be, lodged with, or registered by, the Australian SecuritiesInvestments Commission or the Japanese Ministry of Finance and the New CarillionShares have not been, and nor will they be, registered under or offered incompliance with applicable securities laws of any state, province, territory orjurisdiction of Canada, Australia or Japan. Accordingly, unless an exemptionunder relevant securities laws is applicable, the New Carillion Shares may notbe offered, sold, resold or delivered, directly or indirectly, in or intoCanada, Australia, Japan or any other jurisdiction where to do so wouldconstitute a violation of the relevant laws of, or require registration thereofin, such jurisdiction or to, or for the account or benefit of, a person locatedin Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion PlcBalfour Beatty