20th Apr 2007 16:30
International Nuclear Solutions PLC20 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION 20 April 2007 INTERNATIONAL NUCLEAR SOLUTIONS PLC("INS" OR THE "COMPANY") Posting of the Scheme Document and The Annual Report and Accounts for the yearended 31 December 2006 The boards of INS and Babcock International Group PLC ("Babcock") announced on 4April 2007 that they had reached agreement on the terms of a recommended cashoffer by Babcock for the entire issued and to be issued share capital of INS notalready owned by Babcock (the "Offer"). The Offer is to be implemented by meansof a Court approved scheme of arrangement (the "Scheme") under section 425 ofthe Companies Act. The board of INS is pleased to announce that the scheme document (the "SchemeDocument") containing, inter alia, the full terms and conditions of the Scheme,an explanatory statement (in compliance with section 426 of the Companies Act),notices of the required meetings, a timetable of principal events, and detailsof the actions to be taken by INS Shareholders together with the Company'sAnnual Report and Accounts for the year ended 31 December 2006, was today postedto all INS Shareholders and, with regard to the Scheme Document, for informationonly, to participants in the INS Share Schemes. As described in the Scheme Document, the Scheme will require the approval ofScheme Shareholders at the Court Meeting and the passing of a special resolutionat an extraordinary general meeting of INS. The Scheme will also require thesubsequent sanction of the Court. Further details as to the approvals requiredand the persons entitled to vote at such meetings are contained in the SchemeDocument. Both meetings will be held at the offices of the Company's legal advisers,Hammonds, at 7 Devonshire Square, Cutlers Gardens, London, EC2M 4YH on 14 May2007. Expected timetable of principal events: Shareholders' Court Meeting 10.00 a.m. on 14 May 2007Extraordinary General Meeting (1) 10.10 a.m. on 14 May 2007 The following dates are subject to change: Hearing Record Time(2) 6.00 p.m. on 4 June 2007 Court Hearing 5 June 2007(to sanction the scheme and confirm the reduction of capital) (2)Last day of dealings in INS Shares(2) 6 June 2007Scheme Record Time(2) 6.00 p.m. on 6 June 2007Effective Date of the Scheme(2) 7 June 2007Delisting of INS Shares(2) 8.00 a.m. on 7 June 2007Last date for despatch of cheques and crediting of CREST accounts 21 June 2007for the cash consideration due under the Scheme(2) Notes: (1) To commence at 10.10 a.m. or, if later, immediately following theconclusion or adjournment of the Court Meeting. (2) These dates and times are indicative only and will depend, inter alia, onthe dates upon which the Court sanctions the Scheme and the associated reductionof capital and whether the conditions to the Scheme are either satisfied orwaived. If the expected date of the Court Hearing is changed, INS will givenotice of this change by issuing an announcement through a RegulatoryInformation Service. All INS Shareholders have the right to attend the CourtHearing. Unless otherwise stated, all references to times are to London times. The Scheme Document and the Annual Report is/are available for inspection duringnormal business hours on any weekday (Saturdays, Sundays and public holidaysexcepted) at the offices of the Company's legal advisers, Hammonds, at 7Devonshire Square, Cutlers Gardens, London, EC2M 4YH up to and including theEffective Date of the Scheme or the date that the Scheme lapses or is withdrawn,whichever is earlier. Terms and expressions used in this announcement shall, unless the contextotherwise requires, have the same meanings as given to them in the Company'sannouncement of 4 April 2007. Enquiries:Babcock Telephone: +44 (0) 20 7291 5000Gordon CampbellPeter RogersBill Tame Hawkpoint (financial adviser to Babcock) Telephone: +44 (0) 20 7665 4500Paul Baines JPMorgan Cazenove (broker to Babcock) Telephone: +44 (0) 20 7588 2828Dermot McKechnie Financial Dynamics (Babcock PR enquiries) Telephone: +44 (0) 020 7269 7121Susanne Walker INS Telephone: +44 (0) 161 222 5500Chris BrownTony Moore Rothschild (financial adviser to INS) Telephone: +44 (0) 161 827 3800Greg Cant Grant Thornton (Rule 3 adviser to INS) Telephone: +44 (0) 161 834 5414Ali Sharifi College Hill (INS PR enquiries) Telephone: +44 (0) 20 7457 2020Matthew Smallwood Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Babcock and no one elsein connection with the Offer and will not be responsible to anyone other thanBabcock for providing the protections afforded to clients of Hawkpoint nor forproviding advice in relation to the Offer, the content of this Announcement orany matter referred to herein. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Babcock and no oneelse in connection with the Offer and will not be responsible to anyone otherthan Babcock for providing the protections afforded to clients of JPMorganCazenove nor for providing advice in relation to the Offer, the content of thisAnnouncement or any matter referred to herein. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for INS and no one else inconnection with the Offer and will not be responsible to anyone other than INSfor providing the protections afforded to clients of Rothschild nor forproviding advice in relation to the Offer, the content of this Announcement orany matter referred to herein. Grant Thornton, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for INS and no one else inconnection with the Offer and will not be responsible to anyone other than INSfor providing the protections afforded to clients of Grant Thornton nor forproviding advice in relation to the Offer, the content of this Announcement orany matter referred to herein. This announcement does not, and is not intended to, constitute or form part ofany offer to sell, or an invitation to purchase, any securities or thesolicitation of any vote or approval in any jurisdiction. The Offer will bemade solely by means of the Scheme Document, which will contain the full termsand conditions of the Scheme. INS has prepared and distributed the SchemeDocument to INS Shareholders. INS Shareholders are advised to read carefully theScheme Document because it contains important information relating to the Offer. The availability of the Offer and the release, publication or distribution ofthis announcement to persons who are not resident in the United Kingdom may beaffected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselves of,and observe, any applicable requirements. Any failure to comply with suchapplicable requirements may constitute a violation of the securities laws of anysuch jurisdictions. This announcement has been prepared for the purposes ofcomplying with English law and the City Code and the information disclosed maynot be the same as that which would have been disclosed if this announcement hadbeen prepared in accordance with the laws of jurisdictions outside the UnitedKingdom. The announcement will not be made in or into any jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction.Custodians, nominees and trustees should observe these restrictions and shouldnot send or distribute the document in or into any jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction. DEALING DISCLOSURE REQUIREMENTS Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of INS, all "dealings" in any "relevant securities" ofthat company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Scheme becomes effective or lapses or is otherwise withdrawn or onwhich the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of INS, they will be deemed to bea single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of INS by Babcock or INS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)20 7236 7013. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
INS.LBabcock