12th Feb 2008 07:00
Carillion PLC12 February 2008 12 February 2008 Completion of the acquisition of Alfred McAlpine plc by Carillion plc The scheme of arrangement under section 425 of the Companies Act to implementthe recommended acquisition by Carillion plc ("Carillion") of the entire issuedand to be issued ordinary share capital of Alfred McAlpine plc ("AlfredMcAlpine") becomes Effective today in accordance with its terms. Commenting, John McDonough, Carillion chief executive said: "The acquisition of Alfred McAlpine is a major milestone in Carillion'sdevelopment. The combined Group will be one of the UK's foremost supportservices businesses, with significantly enhanced capabilities to provideintegrated solutions for services, buildings and infrastructure, from privatefinance to life-time asset management. With an order book in the region of £20 billion and well established positionsin a wide range of growth markets, Carillion is well placed to continue itsstrong momentum in 2008 and over the medium term." OFT Decision On 8 February, the Office of Fair Trading decided not to refer the proposedacquisition by Carillion of Alfred McAlpine to the Competition Commission. Settlement In respect of Alfred McAlpine Shares for which no valid election under eitherthe Mix and Match Facility or the Loan Note Alternative has been made, AlfredMcAlpine Shareholders will receive the basic offer consideration of 1.08 NewCarillion Shares and 165.4 pence in cash for each Alfred McAlpine Share. Pursuant to the Mix and Match Facility, elections for New Carillion Shares willbe met in full and holders of Alfred McAlpine Shares who elected to receiveadditional cash will receive approximately 38.2 pence per Alfred McAlpine Shareof additional cash, in place of approximately 0.108 of a New Carillion share.Alfred McAlpine Shareholders also elected for £1,293,551 of Loan Notes ratherthan cash under the Loan Note Alternative. Accordingly, Carillion will pay atotal of £171,686,098 in cash and issue £1,293,551 of Loan Notes. Alfred McAlpine Shareholders' fractional entitlements to New Carillion Shareswill be aggregated and sold in the market and the net proceeds paid in cash tothe Alfred McAlpine Shareholders entitled thereto. Despatch of cheques in respect of cash consideration or settlement of cashconsideration through CREST (as appropriate) and statements of entitlements toor share certificates in relation to New Carillion Shares (as appropriate) andthe despatch of Loan Note certificates in respect of valid elections for theLoan Note Alternative will take place no later than 26 February 2008. Settlementof New Carillion Shares through CREST is expected to take place on 12 February2008 and settlement of the cash consideration whether by cheque or through CRESTwill also include cash in respect of any fractional entitlements.Listing, delisting and dealing Dealings in Alfred McAlpine Shares on the London Stock Exchange's main marketfor listed securities and the listing of the Alfred McAlpine Shares on theOfficial List of the UK Listing Authority will be cancelled at Alfred McAlpine'srequest with effect from 8 a.m. today. The 112,949,226 New Carillion Shares will be allotted and admitted to theOfficial List of the UK Listing Authority and to trading on the London StockExchange's main market for listed securities with effect from 8 a.m. today. Unless stated otherwise, terms defined in the Prospectus dated 21 December 2007have the same meaning in this announcement. Enquiries For further information please contact John Denning, Director, Group CorporateAffairs, 01902 316 426. 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. Overseas shareholders The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Thisannouncement has been prepared for the purposes of complying with English lawand the City Code and the Listing Rules and the information disclosed may not bethe same as that which would have been disclosed if this announcement had beenprepared in accordance with the laws and regulations of any jurisdiction outsideof England. THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OFANY OFFER OF SECURITIES, OR CONSTITUTE SOLICITATION OF ANY OFFER OF SECURITIES. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc