21st Dec 2007 16:44
Carillion PLC21 December 2007 21st December 2007 CARILLION PLC PUBLICATION OF SHAREHOLDER DOCUMENTS On 10th December 2007, Carillion plc ("Carillion") and Alfred McAlpine plc("Alfred McAlpine") announced that they had agreed the terms of a recommendedproposal for Carillion to acquire, for shares and cash, the entire issued and tobe issued 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"). Carillion announces that the prospectus relating to the New Carillion Shares tobe issued (the "Prospectus") has today been approved by the UK Listing Authorityand the formal documents relating to the acquisition will be posted to AlfredMcAlpine Shareholders and Carillion Shareholders shortly. Alfred McAlpine Shareholders will receive, amongst other documents, the SchemeDocument published by Alfred McAlpine in connection with the Scheme, togetherwith the Prospectus. Carillion Shareholders will receive, amongst otherdocuments, the Carillion Shareholder Circular relating to the Acquisition and acopy of the Prospectus. As set out in the documentation, a Carillion Extraordinary General Meeting willbe held to allow the Carillion Shareholders to vote on the resolutions requiredto approve and implement the Acquisition, and two shareholder meetings, namelythe Court Meeting and the Alfred McAlpine Extraordinary General Meeting, will beheld to allow the Alfred McAlpine Shareholders to vote on the proposedresolutions required to approve the Scheme and the Acquisition. The key datesfor these meetings are as follows: Latest time for receipt of proxy forms for the Carillion EGM 2 p.m. on 12 January 2008Carillion Extraordinary General Meeting 2 p.m. on 14 January 2008Latest time for receipt of proxy forms for the Court Meeting 10 a.m. on 19 January 2008Latest time for receipt of proxy forms for the Alfred McAlpine 10:15 a.m. onEGM 19 January 2008Court Meeting 10 a.m. on 21 January 2008Alfred McAlpine Extraordinary General Meeting 10:15 a.m. on 21 January 2008 Terms defined in Carillion's announcement dated 10 December 2007 have the samemeaning in this announcement. Enquiries Carillion plc +44 (0)1902 422 431John McDonough, Chief ExecutiveRichard Adam, Group Finance DirectorJohn Denning, Director, Group Corporate Affairs Lazard & Co., Limited +44 (0)20 7187 2000Peter WarnerVasco Litchfield Morgan Stanley & Co. International plc (Joint CorporateBroker) +44 (0)20 7425 8000Peter MoorhouseRobin Tennent Oriel Securities Limited (Joint Corporate Broker) +44 (0)20 7710 7600Simon BraggDavid Arch Maitland Consultancy (PR Adviser) +44 (0)20 7379 5151Angus Maitland 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. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. 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. Copies of the Prospectus, the Carillion Shareholder Circular and the SchemeDocument will shortly be available for inspection at the Document ViewingFacility which is situated at The Financial Services Authority, 25 The NorthColonnade, Canary Wharf, London E14 5HS. Copies of the Carillion Shareholder Circular, the Scheme Document and theProspectus will shortly be available for inspection by Carillion Shareholders atthe offices of Carillion plc, Birch Street, Wolverhampton, WV1 4HY during normalbusiness hours on any weekday (Saturdays, Sundays and public holidays excepted)and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YYduring normal business hours on any weekday (Saturdays, Sundays and publicholidays excepted). Copies of the Scheme Document and the Prospectus will shortly be available forinspection by Alfred McAlpine Shareholders at the offices of Alfred McAlpineplc, Kinnaird House, 1 Pall Mall East, London, SW1Y 5AZ during normal businesshours on any weekday (Saturdays, Sundays and public holidays excepted) and atthe offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street,London, EC1A 4DD during normal business hours on any weekday (Saturdays, Sundaysand public holidays excepted). 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. END This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc