21st Jan 2008 12:49
McAlpine (Alfred) PLC21 January 2008 RESULTS OF SCHEME MEETING AND EXTRAORDINARY GENERAL MEETING RECOMMENDED SHARES AND CASH ACQUISITION OF ALFRED McALPINE PLC BY CARILLION PLC On 10 December 2007, the Boards of Alfred McAlpine and Carillion announced thatthey had agreed the terms of a recommended proposal whereby Carillion wouldacquire, for shares and cash, the entire issued and to be issued ordinary sharecapital of Alfred McAlpine, such acquisition (the "Acquisition") to be effectedby means of a scheme of arrangement under section 425 of the Companies Act 1985(the "Scheme"). On 21 December 2007, Alfred McAlpine sent a circular to AlfredMcAlpine Shareholders (the "Scheme Circular") containing, among other things,the terms of the Scheme, notices convening the requisite shareholder meetingsand details of the action to be taken by Alfred McAlpine Shareholders. The Board of Alfred McAlpine is pleased to announce that at the Scheme Meetingheld earlier today to approve the proposed Scheme between Alfred McAlpine andScheme Shareholders, the resolution approving the Scheme was passed by therequisite majority on a poll. The voting of those members who cast votes either in person or by proxy at theScheme Meeting is set out below: No. of Scheme % of Scheme No. of Scheme % of Scheme % of issued Shareholders Shareholders Shares voted Shares voted Scheme Shares voting voting FOR 988 94.9 30,058,694 99.5 29.3 AGAINST 53 5.1 147,285 0.5 0.1 In addition, at the Extraordinary General Meeting also held earlier today,Alfred McAlpine Shareholders passed the special resolutions by the requisitemajority on a show of hands to approve (1) the cancellation and repayment of thePreference Shares; (2) the Capital Reduction; and (3) the reorganisation of theCompany's share capital, the issue of New Alfred McAlpine Shares to Carillionprovided for in the Scheme and certain amendments to the Articles in accordancewith the Scheme. The proxy votes lodged in respect of the resolutions are set out below: Resolution Shares for % of vote Shares against % of vote Shares marked % of vote (including as votes discretionary) withheld 1 31,879,131 99.1 126,803 0.4 152,222 0.5 2 31,877,828 99.1 126,031 0.4 154,297 0.5 3 31,883,921 99.1 127,400 0.4 146,835 0.5 These details will shortly be displayed on Alfred McAlpine's website atwww.alfredmcalpineplc.com. Completion of the Acquisition remains subject to the satisfaction or (if capableof waiver) waiver of the remaining Conditions as set out in Appendix I to theScheme Circular, including the High Court of Justice in England and Walessanctioning the Scheme, which is expected to take place on 8 February 2008, andthe High Court confirming the associated Capital Reduction, which is expected totake place on 11 February 2008. The Acquisition is expected to become Effectiveon 12 February 2008. The last day of dealings in, and for registration of, transfers of OrdinaryShares is expected to be 8 February 2008 and, if the Acquisition becomesEffective on 12 February 2008, the listing of the Ordinary Shares on theOfficial List and the admission of the Ordinary Shares to trading on the LondonStock Exchange will be cancelled on that date. Settlement of the considerationdue under the Acquisition is expected to be effected within 14 days of theEffective Date. It is expected that cancellation of the Preference Shares willbecome effective on 11 February 2008 and payment to the holders of thePreference Shares will take place on that date. Copies of the resolutions passed at the Scheme Meeting and the ExtraordinaryGeneral Meeting will shortly be submitted to the Financial Services Authority("FSA") and will shortly be available for inspection by the public during normalbusiness hours on any weekday (except public holidays) at the FSA's DocumentViewing Facility which is situated at: Financial Services Authority, 25 TheNorth Colonnade, Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000). Capitalised terms used in this announcement have the same meanings as in theScheme Circular. Enquiries Alfred McAlpine plc +44 (0)20 7357 9477Ian Grice, Group Chief ExecutiveMark Greenwood, Group Finance DirectorChris Lee, Group Company Secretary 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 CIRCULAR AND THE PROSPECTUS. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc