Offer Update
Carillion PLC
21 December 2007
21st December 2007
CARILLION PLC
PUBLICATION OF SHAREHOLDER DOCUMENTS
On 10th December 2007, Carillion plc ('Carillion') and Alfred McAlpine plc
('Alfred McAlpine') announced that they had agreed the terms of a recommended
proposal for Carillion to acquire, for shares and cash, the entire issued and to
be issued ordinary share capital of Alfred McAlpine by means of a scheme of
arrangement under section 425 of the Companies Act 1985, involving a reduction
of capital under section 135 of the Companies Act 1985 (the 'Scheme').
Carillion announces that the prospectus relating to the New Carillion Shares to
be issued (the 'Prospectus') has today been approved by the UK Listing Authority
and the formal documents relating to the acquisition will be posted to Alfred
McAlpine Shareholders and Carillion Shareholders shortly.
Alfred McAlpine Shareholders will receive, amongst other documents, the Scheme
Document published by Alfred McAlpine in connection with the Scheme, together
with the Prospectus. Carillion Shareholders will receive, amongst other
documents, the Carillion Shareholder Circular relating to the Acquisition and a
copy of the Prospectus.
As set out in the documentation, a Carillion Extraordinary General Meeting will
be held to allow the Carillion Shareholders to vote on the resolutions required
to approve and implement the Acquisition, and two shareholder meetings, namely
the Court Meeting and the Alfred McAlpine Extraordinary General Meeting, will be
held to allow the Alfred McAlpine Shareholders to vote on the proposed
resolutions required to approve the Scheme and the Acquisition. The key dates
for these meetings are as follows:
Latest time for receipt of proxy forms for the Carillion EGM 2 p.m. on 12
January 2008
Carillion Extraordinary General Meeting 2 p.m. on 14
January 2008
Latest time for receipt of proxy forms for the Court Meeting 10 a.m. on 19
January 2008
Latest time for receipt of proxy forms for the Alfred McAlpine 10:15 a.m. on
EGM 19 January 2008
Court Meeting 10 a.m. on 21
January 2008
Alfred McAlpine Extraordinary General Meeting 10:15 a.m. on
21 January 2008
Terms defined in Carillion's announcement dated 10 December 2007 have the same
meaning in this announcement.
Enquiries
Carillion plc +44 (0)1902 422 431
John McDonough, Chief Executive
Richard Adam, Group Finance Director
John Denning, Director, Group Corporate Affairs
Lazard & Co., Limited +44 (0)20 7187 2000
Peter Warner
Vasco Litchfield
Morgan Stanley & Co. International plc (Joint Corporate
Broker) +44 (0)20 7425 8000
Peter Moorhouse
Robin Tennent
Oriel Securities Limited (Joint Corporate Broker) +44 (0)20 7710 7600
Simon Bragg
David Arch
Maitland Consultancy (PR Adviser) +44 (0)20 7379 5151
Angus Maitland
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.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
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.
ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS
OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.
Copies of the Prospectus, the Carillion Shareholder Circular and the Scheme
Document will shortly be available for inspection at the Document Viewing
Facility which is situated at The Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS.
Copies of the Carillion Shareholder Circular, the Scheme Document and the
Prospectus will shortly be available for inspection by Carillion Shareholders at
the offices of Carillion plc, Birch Street, Wolverhampton, WV1 4HY during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY
during normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted).
Copies of the Scheme Document and the Prospectus will shortly be available for
inspection by Alfred McAlpine Shareholders at the offices of Alfred McAlpine
plc, Kinnaird House, 1 Pall Mall East, London, SW1Y 5AZ during normal business
hours on any weekday (Saturdays, Sundays and public holidays excepted) and at
the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street,
London, EC1A 4DD during normal business hours on any weekday (Saturdays, Sundays
and public holidays excepted).
Overseas Jurisdictions
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 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.
END
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