23rd Feb 2006 08:04
Carillion PLC23 February 2006 23 February 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO ORFROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN Carillion PLC ("Carillion") Scheme of Arrangement Effective The Board of Carillion is pleased to announce that the Scheme of Arrangement toimplement its recommended acquisition of Mowlem has now become effective inaccordance with its terms and the acquisition of Mowlem by Carillion hascompleted. Accordingly, dealings in Mowlem Shares on the London Stock Exchange have beencancelled and the Mowlem Shares delisted. The New Carillion Shares offered toMowlem Shareholders in connection with the acquisition of Mowlem Shares havebeen issued and admitted to trading on the London Stock Exchange with effectfrom 8.00 am today. The latest date for the despatch of cheques in respect of the cash considerationpayable, or settlement of cash consideration and New Carillion Shares throughCREST (as appropriate) and statements of entitlements to or share certificatesin relation to New Carillion Shares (as appropriate), is 9 March 2006 (14 daysafter the Scheme effective date). Capitalised terms used in this announcement have the meanings ascribed to themin the Scheme Document. Commenting, John McDonough, Carillion chief executive said: "The acquisition ofMowlem is a major milestone for Carillion and a step change in our development. "In Mowlem we are gaining a business with a proud heritage as well as one withexcellent complementary skills and market strengths to our own. Combining thesewill create a support services and construction company that I am confident willrank with the very best in the UK, in terms of both size and capability. We alsohave a strong and growing presence in good international markets. "With a combined order book of around £9 billion, we have an outstandingplatform to accelerate growth in line with our strategy and deliver thematerially enhanced earnings we expect in 2007, the first full year ofoperations." Enquiries: John Denning, Tel: 01902 316 384Director Group Corporate Affairs 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. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Mowlem and no one elsein connection with the Acquisition and this announcement and will not beresponsible to anyone other than Mowlem for providing the protections affordedto clients of Rothschild 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. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Mowlem and no one elsein connection with the Acquisition and this announcement and will not beresponsible to anyone other than Mowlem for providing the protections affordedto clients of Hoare Govett nor for providing advice in connection with theAcquisition 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, obtainedfrom the securities commission or similar authority of any province or territoryof Canada and no prospectus, information memorandum or other documents relatingto the New Carillion Shares has been or will be filed or registration made underany securities laws of any province or territory of Canada nor has anyprospectus, information memorandum or other documents relating to the NewCarillion Shares been, or will be, lodged with, or registered by, the AustralianSecurities Investments Commission or the Japanese Ministry of Finance and theNew Carillion Shares have not been, and nor will they be, registered under oroffered in compliance with applicable securities laws of any state, province,territory or jurisdiction of Canada, Australia or Japan. Accordingly, unless anexemption under relevant securities laws is applicable, the New Carillion Sharesmay not be offered, sold, resold or delivered, directly or indirectly, in orinto Canada, 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 Plc