22nd Feb 2006 16:23
Mowlem Plc22 February 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 22 February 2006 MOWLEM PLC - SCHEME OF ARRANGEMENT CONFIRMED BY COURT The Board of Mowlem plc ("Mowlem") announces that the reduction of capitalcomprised within the proposed scheme of arrangement under section 425 of theCompanies Act 1985 ("the Scheme") to effect the acquisition by Carillion plc ofthe entire issued and to be issued share capital of Mowlem has been confirmed bythe High Court. The Scheme is expected to become effective on 23 February 2006upon the registration by the Registrar of Companies for England and Wales of anoffice copy of the Court Order confirming the reduction of capital. The listing of the ordinary shares of 25 pence each in the capital of Mowlem ("Existing Mowlem Shares") on the Official List and the trading of such shares onthe London Stock Exchange's main market for listed securities will be cancelled,at Mowlem's request, with effect from the commencement of business on 23February 2006. The Mix and Match Facility has now closed. Mowlem Shareholders holding 2.6million Existing Mowlem Shares, representing approximately 1.8 per cent. of theexisting issued ordinary share capital of Mowlem, have elected to receiveadditional cash and Mowlem Shareholders holding 123.9 million Existing MowlemShares, representing approximately 86.6 per cent. of the existing issuedordinary share capital of Mowlem, have elected to receive additional NewCarillion Shares. As the number of opposite elections made is insufficient to allow all electionsto be satisfied in full, valid elections under the Mix and Match Facility foradditional New Carillion Shares have been scaled back pro rata but elections foradditional cash will be satisfied in full. • Mowlem Shareholders who elected for additional cash under the Mix and Match Facility will be entitled to receive 220 pence in cash for each Existing Mowlem Share included in the Mix and Match Facility; and • Mowlem Shareholders who elected for additional New Carillion Shares under the Mix and Match Facility will be entitled to receive approximately 0.47 New Carillion Shares and approximately 79 pence in cash for each Existing Mowlem Share included in the Mix and Match Facility. In respect of Existing Mowlem Shares for which no valid election under the Mixand Match Facility has been made, Mowlem Shareholders will receive the basicoffer consideration of 82 pence in cash and 0.46 of a New Carillion Share foreach Existing Mowlem Share. Fractions of New Carillion Shares will not be allotted, but will be aggregatedand sold in the market and the net proceeds of such sale will be paid in cash tosuch Mowlem Shareholders entitled thereto in accordance with their fractionalentitlements. Cash consideration due under the offer will be despatched by cheque by LloydsTSB Registrars or settled through CREST, as appropriate, by 9 March 2006.Settlement of the cash consideration will also include cash in respect of anyfractional entitlements. The New Carillion Shares are expected to be issued and admitted to trading onthe London Stock Exchange's main market for listed securities on 23 February2006. Lloyds TSB Registrars will issue and post statements of entitlement to,or share certificates in relation to, New Carillion Shares by 9 March 2006. Expressions used in this announcement have the same meaning as in the circularto Mowlem Shareholders dated 6 January 2006. For further information: Brian O'Neill telephone: 020 8568 9111. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc