Carillion PLC
12 February 2008
12 February 2008
Completion of the acquisition of Alfred McAlpine plc
by Carillion plc
The scheme of arrangement under section 425 of the Companies Act to implement
the recommended acquisition by Carillion plc ('Carillion') of the entire issued
and to be issued ordinary share capital of Alfred McAlpine plc ('Alfred
McAlpine') becomes Effective today in accordance with its terms.
Commenting, John McDonough, Carillion chief executive said:
'The acquisition of Alfred McAlpine is a major milestone in Carillion's
development. The combined Group will be one of the UK's foremost support
services businesses, with significantly enhanced capabilities to provide
integrated solutions for services, buildings and infrastructure, from private
finance to life-time asset management.
With an order book in the region of £20 billion and well established positions
in a wide range of growth markets, Carillion is well placed to continue its
strong momentum in 2008 and over the medium term.'
OFT Decision
On 8 February, the Office of Fair Trading decided not to refer the proposed
acquisition by Carillion of Alfred McAlpine to the Competition Commission.
Settlement
In respect of Alfred McAlpine Shares for which no valid election under either
the Mix and Match Facility or the Loan Note Alternative has been made, Alfred
McAlpine Shareholders will receive the basic offer consideration of 1.08 New
Carillion Shares and 165.4 pence in cash for each Alfred McAlpine Share.
Pursuant to the Mix and Match Facility, elections for New Carillion Shares will
be met in full and holders of Alfred McAlpine Shares who elected to receive
additional cash will receive approximately 38.2 pence per Alfred McAlpine Share
of additional cash, in place of approximately 0.108 of a New Carillion share.
Alfred McAlpine Shareholders also elected for £1,293,551 of Loan Notes rather
than cash under the Loan Note Alternative. Accordingly, Carillion will pay a
total of £171,686,098 in cash and issue £1,293,551 of Loan Notes.
Alfred McAlpine Shareholders' fractional entitlements to New Carillion Shares
will be aggregated and sold in the market and the net proceeds paid in cash to
the Alfred McAlpine Shareholders entitled thereto.
Despatch of cheques in respect of cash consideration or settlement of cash
consideration through CREST (as appropriate) and statements of entitlements to
or share certificates in relation to New Carillion Shares (as appropriate) and
the despatch of Loan Note certificates in respect of valid elections for the
Loan Note Alternative will take place no later than 26 February 2008. Settlement
of New Carillion Shares through CREST is expected to take place on 12 February
2008 and settlement of the cash consideration whether by cheque or through CREST
will also include cash in respect of any fractional entitlements.
Listing, delisting and dealing
Dealings in Alfred McAlpine Shares on the London Stock Exchange's main market
for listed securities and the listing of the Alfred McAlpine Shares on the
Official List of the UK Listing Authority will be cancelled at Alfred McAlpine's
request with effect from 8 a.m. today.
The 112,949,226 New Carillion Shares will be allotted and admitted to the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's main market for listed securities with effect from 8 a.m. today.
Unless stated otherwise, terms defined in the Prospectus dated 21 December 2007
have the same meaning in this announcement.
Enquiries
For further information please contact John Denning, Director, Group Corporate
Affairs, 01902 316 426.
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Carillion and no one else in
connection with the Acquisition and this announcement and will not be
responsible to anyone other than Carillion for providing the protections
afforded to clients of Lazard nor for providing advice in connection with the
Acquisition or this announcement or any matter referred to herein.
Morgan Stanley, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Carillion and no one
else in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Carillion for providing the protections
afforded to clients of Morgan Stanley nor for providing advice in connection
with the Acquisition or this announcement or any matter referred to herein.
Oriel Securities, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Carillion and no one
else in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Carillion for providing the protections
afforded to clients of Oriel Securities nor for providing advice in connection
with the Acquisition or this announcement or any matter referred to herein.
Overseas shareholders
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 and the Listing Rules 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.
THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF
ANY 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 Exchange
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
Please note, this site uses cookies. Some of the cookies are essential for parts of the site to operate and have already been set. You may delete and block all cookies from this site, but if you do, parts of the site may not work. To find out more about the cookies used on Investegate and how you can manage them, see our Privacy and Cookie Policy
To continue using Investegate, please confirm that you are a private investor as well as agreeing to our Privacy and Cookie Policy & Terms.