Date for Posting of Offer Doc

RNS Number : 4362K

Babcock International Group PLC

20 April 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

20 April 2010

Recommended Acquisition of VT Group plc by Babcock International Group PLC -

Date for Posting of Offer Documentation and satisfaction of Condition

On 23 March 2010, the boards of Babcock International Group PLC ("Babcock") and VT Group plc ("VT") announced that they had agreed the terms of a recommended acquisition by Babcock of the entire issued and to be issued share capital of VT to be effected by a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Acquisition").

Further to that announcement, Babcock and VT announce that the Panel on Takeovers and Mergers has granted them an extension in respect of the requirement under Rule 30.1 of the City Code on Takeovers and Mergers (the "Code") to post the scheme document within 28 days of the announcement made on 23 March 2010.

Accordingly, Babcock and VT currently expect that the scheme document will be posted to VT shareholders on or around Monday 26 April 2010. In addition, Babcock expects, on the same date as the posting of the scheme document, to make available its prospectus in connection with the Acquisition on its website (other than to persons in certain jurisdictions, as will be specified in the prospectus) and to post its circular (including a notice of general meeting) in connection with the Acquisition to Babcock's shareholders.

In addition, Babcock is pleased to announce that early termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the regulations made thereunder) was granted in respect of the Acquisition on 19 April 2010, and accordingly the related condition to the Acquisition is now satisfied. The Acquisition remains conditional upon the satisfaction or, if permitted, waiver of the remaining conditions to the Acquisition announced by Babcock and VT on 23 March 2010.

- Ends -

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders of Babcock and VT are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The proposals of the Acquisition will be made solely through the scheme document, which will contain the full terms and conditions of the scheme of arrangement, including details of how to vote with respect to the scheme of arrangement. Any response to the proposals should be made only on the basis of the information in the scheme document.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to VT shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or VT shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Babcock shares have not been and are not currently intended to be registered under the securities laws or regulations of the United States, Australia, Canada or Japan, and may not be offered or sold in the United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to do so absent registration or an applicable exemption from the securities laws or regulations of such jurisdictions.

Unless otherwise determined by Babcock or required by the Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Australia, Canada or Japan or any other jurisdiction where it would be unlawful to do so and persons receiving this announcement must not mail or otherwise forward, distribute or send it in into or from such jurisdictions. Any person who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

A copy of this announcement will be available on Babcock's website at (www.babcock.co.uk) and VT's website (www.vtplc.com) by no later than 12 noon (London time) on 21 April 2010.

 

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