6th Jan 2006 15:30
Carillion PLC06 January 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 6th January 2006 CARILLION PLC PUBLICATION OF SHAREHOLDER DOCUMENTS On 14th December 2005 Carillion and Mowlem announced that they had reachedagreement on the revised final terms of a recommended cash and share acquisitionof Mowlem plc (the "Acquisition"). It is proposed that the Acquisition will beeffected by means of a scheme of arrangement under section 425 of the CompaniesAct 1985 (the "Scheme"). Further to that announcement, Carillion and Mowlem announce that thedocumentation in relation to the Acquisition will be posted today. MowlemShareholders will receive, amongst other documents, the Scheme Documentpublished by Mowlem in connection with the Scheme, together with an InformationMemorandum published by Carillion in connection with the New Carillion Sharesbeing offered pursuant to the Acquisition. Carillion Shareholders will receive,amongst other documents, the Carillion Shareholder Circular in relation to theAcquisition, together with a copy of the Information Memorandum. 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 Mowlem Extraordinary General Meeting, will be held toallow the Mowlem Shareholders to vote on the proposed resolutions required toapprove the Scheme and the Acquisition. The key dates for these meetings are asfollows: Latest time for receipt of proxy forms for the Carillion EGM 12 noon on 21 January 2006 Carillion Extraordinary General Meeting 12 noon on 23 January 2006 Latest time for receipt of proxy forms for the Court Meeting 10.30 a.m. on 28 January 2006 Latest time for receipt of proxy forms for the Mowlem EGM 10.45 a.m. on 28 January 2006 Court Meeting 10.30 a.m. on 30 January 2006 Mowlem Extraordinary General Meeting 10.45 a.m. on 30 January 2006 Copies of the Scheme Document, the Carillion Shareholder Circular and theInformation Memorandum will be submitted to the UK Listing Authority and willshortly be available for inspection at the Document Viewing facility, which issituated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HSTel: +44 (0)20 7676 1000 Copies of the Carillion Shareholder Circular and the Information Memorandum willshortly be available for inspection by Carillion Shareholders at the offices ofCarillion plc, 24 Birch Street, Wolverhampton, WV1 4HY during normal businesshours on any weekday. Copies of the Scheme Document and Information Memorandum will shortly beavailable for inspection by Mowlem Shareholders at the offices of Mowlem plc,White Lion Court, Swan Street, Isleworth, Middlesex, TW7 6RN during normalbusiness hours on any weekday. Copies of the Scheme Document and theInformation Memorandum are available for inspection at the offices ofMacfarlanes, 10 Norwich Street, London EC4A 1BD. Completion of the Acquisition remains subject to the satisfaction or, ifpermitted, waiver of the conditions to the Acquisition set out in the SchemeDocument, including, amongst other things, the approval of the Acquisition bythe requisite majorities of Carillion Shareholders and Mowlem Shareholders atthe relevant meetings and the sanction of the Scheme by the Court. Terms defined in Carillion's announcement dated 7 December 2005 have the samemeaning in this announcement. ENQUIRIES CARILLION CARILLION PLC +44 (0)1902 422 431John McDonough, Chief ExecutiveChris Girling, Chief Financial OfficerJohn Denning, Director, Group Corporate Affairs LAZARD +44 (0)20 7187 2000Matthew JarmanSamuel Bertrand MORGAN STANLEY (Joint Corporate Broker) +44 (0)20 7425 8000Nick WilesPiers Coombs ORIEL SECURITIES (Joint Corporate Broker) +44 (0)20 7710 7600Simon BraggDavid Arch MAITLAND CONSULTANCY (PR Adviser) +44 (0)20 7379 5151Angus MaitlandNeil Bennett MOWLEM MOWLEM PLC +44 (0)20 8568 9111Simon Vivian, Chief ExecutivePaul Mainwaring, Finance Director ROTHSCHILD +44 (0)20 7280 5000John DeansStuart Vincent HOARE GOVETT (Corporate Broker) +44 (0)20 7678 8000Antonia RowanJohn MacGowan CARDEW & CO. (PR Adviser) +44 (0)20 7930 0777Anthony Cardew +44 (0)7770 720 389 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. Rothschild, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Mowlem and no one elsein connection with the Acquisition and this announcement and will not beresponsible to anyone other than Mowlem for providing the protections affordedto clients of Rothschild 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. Hoare Govett, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Mowlem and no one elsein connection with the Acquisition and this announcement and will not beresponsible to anyone other than Mowlem for providing the protections affordedto clients of Hoare Govett nor for providing advice in connection with theAcquisition or this announcement or any matter referred to herein. This announcement does not constitute an offer to sell or invitation to purchaseany securities or the solicitation of any vote for approval in any jurisdiction,nor shall there be any sale, issue or transfer of the securities referred to inthis announcement in any jurisdiction in contravention of applicable law. Anydecision made in relation to the Acquisition should be made only on the basis ofinformation contained in or referred to in the Scheme Document and theInformation Memorandum. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. In particular,this announcement should not be distributed, forwarded to or transmitted in orinto the United States of America, Canada, Australia or Japan or any otherjurisdiction if to do so would constitute a violation of the relevant laws insuch jurisdiction. This announcement and the Acquisition are not an offer of securities for sale inthe US or in any jurisdiction in which such an offer is unlawful. The NewCarillion Shares have not been, and will not be, registered under the USSecurities Act of 1933 (the "Securities Act") or under the securities laws ofany state, district or other jurisdiction of the US, Australia, Canada or Japanand no regulatory clearance in respect of the New Carillion Shares has been, orwill be, applied for in any jurisdiction other than the UK. It is expectedthat the New Carillion Shares will be issued in reliance upon the exemption fromthe registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, Mowlem Shareholders who areor will be deemed to be "affiliates" of Mowlem or Carillion prior to, or ofCarillion after, the Effective Date will be subject to certain transferrestrictions relating to the New Carillion Shares received in connection withthe Acquisition. Relevant clearances have not been, and will not be, obtainedfrom the securities commission or similar authority of any province or territoryof Canada and no prospectus, information memorandum or other documents relatingto the New Carillion Shares has been or will be filed or registration made underany securities laws of any province or territory of Canada nor has anyprospectus, information memorandum or other documents relating to the NewCarillion Shares been, or will be, lodged with, or registered by, the AustralianSecurities Investments Commission or the Japanese Ministry of Finance and theNew Carillion Shares have not been, and nor will they be, registered under oroffered in compliance with applicable securities laws of any state, province,territory or jurisdiction of Canada, Australia or Japan. Accordingly, unless anexemption under relevant securities laws is applicable, the New Carillion Sharesmay not be offered, sold, resold or delivered, directly or indirectly, in orinto Canada, Australia, Japan or any other jurisdiction where to do so wouldconstitute a violation of the relevant laws of, or require registration thereofin, such jurisdiction or to, or for the account or benefit of, a person locatedin Canada, Australia or Japan. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc