8th Feb 2008 14:50
McAlpine (Alfred) PLC08 February 2008 8 February 2008 ALFRED McALPINE PLC COURT ORDER SANCTIONING SCHEME OF ARRANGEMENT TIMING FOR DELISTING OF ORDINARY SHARES AND PREFERENCE SHARES RECOMMENDED SHARES AND CASH ACQUISITION OF ALFRED McALPINE PLC ("ALFRED McALPINE") BY CARILLION PLC ("CARILLION") The board of Alfred McAlpine is pleased to announce that the High Court ofJustice has today made an order sanctioning the Scheme of Arrangement to effectthe recommended shares and cash acquisition of Alfred McAlpine by Carillion (the"Acquisition"). Accordingly, it is expected that the Scheme will proceed. In order for theScheme to become effective in accordance with its terms, the Court must nowconfirm the Capital Reduction at the Reduction Court Hearing, which is due totake place on 11 February 2008. As set out in the Scheme Document, the last day for dealings and registration oftransfers of Ordinary Shares is on 8 February 2008 following which it isexpected that dealings in the Ordinary Shares will be suspended at or about 7.30a.m. on 11 February 2008. The Effective Date of the Scheme is expected to be 12February 2008 and it is expected that the listing of the Ordinary Shares on theOfficial List will be cancelled and that the Ordinary Shares will cease to beadmitted to trading on the London Stock Exchange's main market for listedsecurities at or about 8.00 a.m. on 12 February 2008. Following the Scheme becoming effective, despatch of cheques in respect of cashconsideration or settlement of cash consideration and New Carillion Sharesthrough CREST (as appropriate) and statements of entitlements to or sharecertificates in relation to New Carillion Shares (as appropriate) and thedespatch of Loan Note certificates in respect of valid elections for the LoanNote Alternative will take place no later than 26 February 2008. The Court hearing in relation to the reduction and cancellation of thePreference Shares (the "Preference Reduction") will be held on 11 February 2008.It is expected that the Court order confirming the Preference Reduction will bemade on 11 February 2008. The Preference Reduction will become effective onregistration of such order with the Registrar of Companies and it is expectedthat this will also occur on 11 February 2008. Accordingly, today is the lastday for dealings and registration of transfers of the Preference Shares. It isexpected that dealings in the Preference Shares will be suspended on or about7.30 a.m. on 11 February 2008 and that the listing of the Preference Shares onthe Official List will be cancelled and the Preference Shares will cease to beadmitted to trading on the London Stock Exchange's main market for listedsecurities at or about 8.00 a.m. on 12 February 2008. Payments due to thePreference Shareholders are expected to take place on 11 February 2008. Capitalised terms used in this announcement have the same meanings as in theScheme Document dated 21 December 2007. All times referred to in this announcement are references to London time. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Carillion Plc