Publication of Documents
Carillion PLC
06 January 2006
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
6th January 2006
CARILLION PLC
PUBLICATION OF SHAREHOLDER DOCUMENTS
On 14th December 2005 Carillion and Mowlem announced that they had reached
agreement on the revised final terms of a recommended cash and share acquisition
of Mowlem plc (the 'Acquisition'). It is proposed that the Acquisition will be
effected by means of a scheme of arrangement under section 425 of the Companies
Act 1985 (the 'Scheme').
Further to that announcement, Carillion and Mowlem announce that the
documentation in relation to the Acquisition will be posted today. Mowlem
Shareholders will receive, amongst other documents, the Scheme Document
published by Mowlem in connection with the Scheme, together with an Information
Memorandum published by Carillion in connection with the New Carillion Shares
being offered pursuant to the Acquisition. Carillion Shareholders will receive,
amongst other documents, the Carillion Shareholder Circular in relation to the
Acquisition, together with a copy of the Information Memorandum.
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 Mowlem Extraordinary General Meeting, will be held to
allow the Mowlem 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 12 noon on 21 January 2006
Carillion Extraordinary General Meeting 12 noon on 23 January 2006
Latest time for receipt of proxy forms for the Court Meeting 10.30 a.m. on 28 January 2006
Latest time for receipt of proxy forms for the Mowlem EGM 10.45 a.m. on 28 January 2006
Court Meeting 10.30 a.m. on 30 January 2006
Mowlem Extraordinary General Meeting 10.45 a.m. on 30 January 2006
Copies of the Scheme Document, the Carillion Shareholder Circular and the
Information Memorandum will be submitted to the UK Listing Authority and 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
Tel: +44 (0)20 7676 1000
Copies of the Carillion Shareholder Circular and the Information Memorandum will
shortly be available for inspection by Carillion Shareholders at the offices of
Carillion plc, 24 Birch Street, Wolverhampton, WV1 4HY during normal business
hours on any weekday.
Copies of the Scheme Document and Information Memorandum will shortly be
available for inspection by Mowlem Shareholders at the offices of Mowlem plc,
White Lion Court, Swan Street, Isleworth, Middlesex, TW7 6RN during normal
business hours on any weekday. Copies of the Scheme Document and the
Information Memorandum are available for inspection at the offices of
Macfarlanes, 10 Norwich Street, London EC4A 1BD.
Completion of the Acquisition remains subject to the satisfaction or, if
permitted, waiver of the conditions to the Acquisition set out in the Scheme
Document, including, amongst other things, the approval of the Acquisition by
the requisite majorities of Carillion Shareholders and Mowlem Shareholders at
the relevant meetings and the sanction of the Scheme by the Court.
Terms defined in Carillion's announcement dated 7 December 2005 have the same
meaning in this announcement.
ENQUIRIES
CARILLION
CARILLION PLC +44 (0)1902 422 431
John McDonough, Chief Executive
Chris Girling, Chief Financial Officer
John Denning, Director, Group Corporate Affairs
LAZARD +44 (0)20 7187 2000
Matthew Jarman
Samuel Bertrand
MORGAN STANLEY (Joint Corporate Broker) +44 (0)20 7425 8000
Nick Wiles
Piers Coombs
ORIEL SECURITIES (Joint Corporate Broker) +44 (0)20 7710 7600
Simon Bragg
David Arch
MAITLAND CONSULTANCY (PR Adviser) +44 (0)20 7379 5151
Angus Maitland
Neil Bennett
MOWLEM
MOWLEM PLC +44 (0)20 8568 9111
Simon Vivian, Chief Executive
Paul Mainwaring, Finance Director
ROTHSCHILD +44 (0)20 7280 5000
John Deans
Stuart Vincent
HOARE GOVETT (Corporate Broker) +44 (0)20 7678 8000
Antonia Rowan
John MacGowan
CARDEW & CO. (PR Adviser) +44 (0)20 7930 0777
Anthony Cardew +44 (0)7770 720 389
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.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Mowlem and no one else
in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Mowlem for providing the protections afforded
to clients of Rothschild 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.
Hoare Govett, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Mowlem and no one else
in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Mowlem for providing the protections afforded
to clients of Hoare Govett nor for providing advice in connection with the
Acquisition or this announcement or any matter referred to herein.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote for approval in any jurisdiction,
nor shall there be any sale, issue or transfer of the securities referred to in
this announcement in any jurisdiction in contravention of applicable law. Any
decision made in relation to the Acquisition should be made only on the basis of
information contained in or referred to in the Scheme Document and the
Information Memorandum.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions. In particular,
this announcement should not be distributed, forwarded to or transmitted in or
into the United States of America, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction.
This announcement and the Acquisition are not an offer of securities for sale in
the US or in any jurisdiction in which such an offer is unlawful. The New
Carillion Shares have not been, and will not be, registered under the US
Securities Act of 1933 (the 'Securities Act') or under the securities laws of
any state, district or other jurisdiction of the US, Australia, Canada or Japan
and no regulatory clearance in respect of the New Carillion Shares has been, or
will be, applied for in any jurisdiction other than the UK. It is expected
that the New Carillion Shares will be issued in reliance upon the exemption from
the registration requirements of the Securities Act provided by Section 3(a)
(10) thereof. Under applicable US securities laws, Mowlem Shareholders who are
or will be deemed to be 'affiliates' of Mowlem or Carillion prior to, or of
Carillion after, the Effective Date will be subject to certain transfer
restrictions relating to the New Carillion Shares received in connection with
the Acquisition. Relevant clearances have not been, and will not be, obtained
from the securities commission or similar authority of any province or territory
of Canada and no prospectus, information memorandum or other documents relating
to the New Carillion Shares has been or will be filed or registration made under
any securities laws of any province or territory of Canada nor has any
prospectus, information memorandum or other documents relating to the New
Carillion Shares been, or will be, lodged with, or registered by, the Australian
Securities Investments Commission or the Japanese Ministry of Finance and the
New Carillion Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly, unless an
exemption under relevant securities laws is applicable, the New Carillion Shares
may not be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in Canada, Australia or Japan.
This information is provided by RNS
The company news service from the London Stock Exchange