24th Jul 2006 07:01
Balfour Beatty PLC24 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS IN THAT JURISDICTION FOR IMMEDIATE RELEASE 24 July 2006 Recommended Cash Offer by Balfour Beatty plc for Birse Group plc Offer Declared Unconditional Balfour Beatty announces that, as at 1.00 p.m. on 21 July 2006, being the firstclosing date of the recommended cash offer for the entire issued share capitalof Birse not otherwise held by Balfour Beatty, valid acceptances of the Offerhad been received in respect of 156,738,439 Birse Shares, representingapproximately 81.46 per cent. of the Birse Shares in issue. Including the3,500,000 Birse Shares acquired by Balfour Beatty since 30 June 2006, BalfourBeatty has acquired, or received valid acceptances of the Offer in respect of160,238,439 Birse Shares in aggregate, representing approximately 83.28 percent. of the Birse Shares in issue. All of the conditions of the Offer have now been satisfied or waived and theOffer has been declared unconditional in all respects. The Offer, which remains subject to the terms set out in the Offer Document,will remain open for acceptance until further notice. To the extent they have not already done so, holders of Birse Shares who holdsuch securities in certificated form who have not yet accepted the Offer shouldcomplete and return their Form of Acceptance as soon as possible in accordancewith the instructions set out in the Offer Document and in the Form ofAcceptance. Birse Shareholders who hold their Birse Shares in uncertificatedform and who have not yet accepted the Offer are reminded to take the necessarysteps through CREST as soon as possible. Of these valid acceptances, valid elections for the Loan Note Alternative hadbeen received in respect of a total of 1,030,988 Birse Shares, representing anaggregate nominal value of £171,401.76. As valid elections for the Loan Noteshave not reached the threshold of £500,000 in nominal value at the date on whichthe Offer has been declared unconditional in all respects, any elections toreceive Loan Notes shall not be effective and, provided that the acceptance ofthe Offer is otherwise valid, the Offer will be deemed to have been accepted forcash. Settlement of the consideration to accepting Birse Shareholders or theirdesignated agents will be effected as set out below: (a) in the case of acceptances received complete in all respects bytoday, within 14 calendar days; or (b) in the case of acceptances received complete in all respectsafter today, within 14 calendar days of such receipt. As Balfour Beatty has attained the required 75 per cent. of the voting rightsattaching to Birse Shares, Balfour Beatty is taking steps to procure theapplication by Birse for the cancellation of the listing of Birse Shares on theOfficial List and the cancellation of trading in Birse Shares on the LondonStock Exchange's market for listed securities. It is anticipated thatcancellation of listing and trading will take effect no earlier than 21 August2006. Such de-listings would significantly reduce the liquidity andmarketability of any Birse Shares that are not acquired by Balfour Beatty. It isalso anticipated that, after such cancellations, Birse will be re-registered asa private company under the relevant provisions of the Companies Act. The above figures include valid acceptances for all of the Birse Shares forwhich Balfour Beatty held irrevocable undertakings on the day on which the Offerwas announced. These undertakings to accept the Offer were in respect of51,310,658 Birse Shares in aggregate, representing approximately 26.7 per cent.of Birse's issued share capital. Birse is a provider of regional construction and engineering services to publicand private sector customers with a comprehensive range of activities in the UK.Birse offers a wide range of construction and engineering services, from processengineering and infrastructure projects through to smaller building and civilengineering works. Defined terms used in this announcement have the same meanings as in the OfferDocument dated 30 June 2006. Enquiries: Balfour Beatty Tel: 020 7216 6800Ian Tyler (Chief Executive)Anthony Rabin (Finance Director)Tim Sharp (Head of Corporate Communications) Citigroup Global Markets Limited Tel: 020 7986 4000(Financial Adviser to Balfour Beatty plc)Jan SkarbekJames Ireland This announcement is for informational purposes only and does not constitute anoffer to sell or invitation to purchase any securities in any jurisdiction, norshall there be any sale, issue or transfer of the securities referred to in thisannouncement in any jurisdiction in contravention of applicable law. The Offerwill be made solely by the Offer Document and the Form of Acceptanceaccompanying the Offer Document which will contain the full terms of the Offer,including details of how the Offer may be accepted. Citigroup Global Markets Limited, which is authorised and regulated by the FSA,is acting exclusively for Balfour Beatty and no one else in connection with theOffer and will not be responsible to anyone other than Balfour Beatty forproviding the protections afforded to clients of Citigroup Global MarketsLimited or for providing advice in connection with the Offer or any othermatters referred to herein. The availability of the Offer to Birse Shareholders who are not resident in andcitizens of the United Kingdom or the United States may be affected by the lawsof the relevant jurisdictions in which they are located or of which they arecitizens. Such persons should inform themselves of, and observe, any applicablelegal or regulatory requirements of their jurisdictions. Further details inrelation to overseas shareholders are contained in the Offer Document. Unless otherwise determined by Balfour Beatty and permitted by applicable lawand regulation, subject to certain exemptions, the Offer will not be capable ofacceptance from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement must not be, directly or indirectly, mailed or otherwise forwarded,distributed or sent in, into or from a Restricted Jurisdiction and personsreceiving this announcement (including custodians, nominees and trustees) shouldobserve these restrictions and must not mail or otherwise distribute thisannouncement in, into or from any such jurisdictions. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Balfour Beatty