Result of EGM

RNS Number : 3592N

Babcock International Group PLC

09 June 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

9 June 2010

Recommended Acquisition of VT Group plc by Babcock International Group PLC - Announcement of Results of Extraordinary General Meeting

Babcock International Group PLC ("Babcock") announces that the Resolution proposed at the Babcock Extraordinary General Meeting (the "EGM") held earlier today to approve the recommended acquisition (the "Acquisition") of VT Group plc ("VT") was approved.

The voting on the Resolution proposed was carried on a poll and the results were as follows:

Number of votes: For: 144,621,936 (93.06%) Against: 10,780,065 (6.94%) Withheld: 220,329.

Information on the proxy votes lodged in relation to the Resolution passed will shortly be displayed on Babcock's website at www.babcock.co.uk.

As previously announced on 20 April 2010, early termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (and the regulations made thereunder) ("HSR") was granted in respect of the Acquisition. Further, as announced on 21 May 2010, confirmation was obtained from the Committee on Foreign Investment in the United States ("CFIUS") that there are no unresolved US national security concerns with respect to the Acquisition, and that CFIUS has concluded its review of the Acquisition on that basis. Accordingly, the related HSR and the CFIUS conditions to the Acquisition have been satisfied.

Save as disclosed above, completion of the Acquisition remains subject to the satisfaction or (if capable of waiver) waiver of the remaining Conditions as set out in Part IV (Conditions and Further Terms) of the Scheme Document dated 26 April 2010 sent to VT Shareholders, including, among other things, the approval by VT Shareholders of the Scheme at the Court Meeting and of the Special Resolution to approve the Scheme at the VT General Meeting, and the sanction of the Scheme by the Court.

The expected timetable for the implementation of the Acquisition is as follows:

Event	Time and/or date
VT Court Meeting	11.00 a.m. on Thursday 10 June 2010
VT General Meeting	11.15 a.m. on Thursday 10 June 2010
Court hearing to sanction the Scheme	Monday 5 July 2010
Court hearing to confirm the Capital Reduction	Thursday 8 July 2010
Effective Date	Thursday 8 July 2010

A copy of the Resolution has been submitted to the Financial Services Authority ("FSA") and will shortly be available for inspection by the public during normal business hours on any weekday (except public holidays) at the FSA's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, London E14 5HS (Tel: [phone]).

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 26 April 2010.

Enquiries:

Babcock International Group PLC
Peter Rogers, Chief Executive	Tel: [phone]
Bill Tame, Group Finance Director
J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock)
Andrew Truscott	Tel: [phone]
Malcolm Moir
Guy Marks
Christopher Dickinson
Evercore Partners (joint financial adviser to Babcock)
Bernard Taylor	Tel: [phone]
Julian Oakley

J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Babcock and no-one else in connection with the contents of this announcement and will not be responsible to any person other than Babcock for providing the protections afforded to customers of J.P. Morgan plc nor for providing advice in relation to any matter referred to herein.

Evercore Partners Limited is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Babcock and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Babcock for providing the protections afforded to clients of Evercore Partners Limited nor for providing advice in relation to any matter referred to herein.

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. The proposals of the Acquisition is being made solely through the scheme document, which contains 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 release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law and the City Code on Takeover and Mergers and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

A copy of this announcement will be available on Babcock's website at (www.babcock.co.uk) by no later than 12 noon (London time) on 10 June 2010.

 

END

 

 

REGKKCDDABKDDAK