21st Dec 2007 17:31
McAlpine (Alfred) PLC21 December 2007 Alfred McAlpine plc 21 December 2007 RECOMMENDED SHARES AND CASH ACQUISITION OF ALFRED McALPINE PLC BY CARILLION PLC SCHEME DOCUMENT TO BE POSTED On 10 December 2007, Alfred McAlpine plc ("Alfred McAlpine") and Carillion plc("Carillion") announced that they had agreed the terms of a recommended proposalfor Carillion to acquire, for shares and cash , the entire issued and to beissued ordinary share capital of Alfred McAlpine by means of a scheme ofarrangement under section 425 of the Companies Act 1985, involving a reductionof capital under section 135 of the Companies Act 1985 (the "Scheme"). Alfred McAlpine announces that it intends to post tomorrow a circular (the"Scheme Document") to Alfred McAlpine Shareholders containing, inter alia, aletter from the Chairman of Alfred McAlpine and an explanatory statement(pursuant to section 426 of the Companies Act 1985). A prospectus (the"Prospectus") to be issued by Carillion containing information on Carillion andthe New Carillion Shares will accompany the Scheme Document. As described in the Scheme Document, the Scheme is conditional, inter alia, uponthe approval of the Scheme by Scheme Shareholders at the Scheme Meeting, thepassing of the resolutions necessary to implement the Scheme at the AlfredMcAlpine EGM, and the sanction of the Scheme and confirmation of the associatedreduction of capital by the Court. Carillion Shareholders will also have toapprove the Acquisition. A full description of the terms and conditions of theScheme, together with the action to be taken by Alfred McAlpine Shareholders, isset out in the Scheme Document. The expected timetable of principal events is as follows: 14 January 2008 Carillion Extraordinary General Meeting 21 January 2008 Scheme Meeting and Alfred McAlpine EGM 8 February 2008 Scheme Court Hearing (to sanction the Scheme) 8 February 2008 Last day of dealings in Ordinary Shares 11 February 2008 Reduction Court Hearing (to confirm the reduction of capital) 12 February 2008 Effective Date 26 February 2008 Latest date for despatch of consideration payable under theScheme or settlement of such consideration through CREST These times and dates are indicative only and will depend, inter alia, on thedates upon which the Court sanctions the Scheme and confirms the CapitalReduction. If the expected dates of the Court Hearings are changed, AlfredMcAlpine will give adequate notice of the changes by issuing an announcementthrough a Regulatory Information Service. The Scheme Meeting and EGM will start at 10.00am and 10.15am (or as soonthereafter as the Scheme Meeting has concluded or adjourned) respectively on 21January 2008. Both meetings will be held at the offices of CMS Cameron McKennaLLP at Mitre House, 160 Aldersgate Street, London EC1A 4DD. Copies of the Scheme Document and the Prospectus will shortly be available forinspection at the UK Listing Authority's Document Viewing Facility, which issituated at: The Financial Services Authority, 25 The North Colonnade, CanaryWharf, London E14 5HS. Capitalised terms used, but not defined, in this announcement have the samemeanings as given to them in the Scheme Document. Enquiries Alfred McAlpine plc +44 (0)20 7357 9477Ian Grice, Group Chief ExecutiveMark Greenwood, Group Finance Director JPMorgan Cazenove (Joint Financial Adviser and CorporateBroker) +44 (0)20 7588 2828Edmund ByersDwayne Lysaght Tricorn Partners (Joint Financial Adviser) +44 (0)20 7823 0888Guy DawsonAndrew McNaught Hogarth Partnership (PR Adviser) +44 (0)20 7357 9477James LongfieldRachel Hirst JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for AlfredMcAlpine and no one else in connection with the Acquisition and thisannouncement and will not be responsible to anyone other than Alfred McAlpinefor providing the protections afforded to clients of JPMorgan Cazenove Limitednor for providing advice in connection with the Acquisition or this announcementor any matter referred to herein. Tricorn Partners LLP, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Alfred McAlpine andno one else in connection with the Acquisition and this announcement and willnot be responsible to anyone other than Alfred McAlpine for providing theprotections afforded to clients of Tricorn Partners LLP nor for providing advicein connection with the Acquisition or this announcement or any matter referredto herein. Overseas Jurisdictions 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 information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws and regulations of any jurisdiction outside of 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.ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASISOF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc