PUBLIC OPENING POSITION DISCLOSURE

RNS Number : 9536A

Costain Group PLC

26 March 2013

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	COSTAIN GROUP PLC ("Costain")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	MAY GURNEY INTEGRATED SERVICES PLC ("May Gurney")
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	26 MARCH 2013
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES, ON THE FORM RELATING TO COSTAIN SHARES

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1)  Relevant securities owned and/or controlled:	Nil		Nil
(2)  Derivatives (other than options):	Nil		Nil
(3)  Options and agreements to purchase/sell:	Nil		Nil
TOTAL:	Nil		Nil

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

See below

Undertakings procured in respect of May Gurney Shares

Name of May Gurney Director	Number of May Gurney Shares in relation to which irrevocable commitments have been procured	Approximate % of May Gurney issued share capital
Baroness Margaret Ford	31,762	0.05%
Mark Hazlewood	703	0.01%
Ishbel Macpherson	21,900	0.03%
Andrew Walker	7,500	0.01%
TOTAL	61,865	0.09%[1]

These irrevocable undertakings include undertakings:

(i)         to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the May Gurney General Meeting; and

(ii)         if Costain exercises its right to structure the Merger as a Merger Offer, to accept or procure the acceptance of such Merger Offer.

These irrevocable undertakings stipulate that they will cease to be binding if the announcement to be made under rule 2.7 of the Code is not released by 31 May 2013 (or such later date as May Gurney and Costain may agree).

Mark Hazlewood's interest in May Gurney Shares is held in the SIP.  Mark Hazlewood will, therefore, be required to instruct the SIP Trustee as to how to vote on the May Gurney Shares which the SIP Trustee holds on his behalf.  In accordance with the rules of the SIP, where the voting at the Court Meeting and/or General Meeting takes place by way of a show of hands the SIP Trustee may only vote on Mark Hazlewood's May Gurney Shares if the directions it has received from all participants in the SIP are identical.  The terms of Mark Hazlewood's irrevocable undertaking reflect this restriction on Mark Hazlewood's ability to vote at the Court Meeting and General Meeting.

Name of May Gurney Shareholder	Number of May Gurney Shares in relation to which irrevocable commitments have been procured	Approximate % of May Gurney issued share capital
David and Wendy Sterry (acting as the trustees of various trusts)	6,508,800	9.27%
Artemis Investment Management LLP	5,465,655	7.78%
Polar Capital LLP	3,534,148	5.03%
Invesco Asset Management Limited	2,220,835	3.16%
May Gurney Group Trustees Limited (acting as the trustee of the May Gurney Group Limited Employee Share Ownership Trust)	1,434,378	2.04%
TOTAL	19,163,816	27.28%

These irrevocable undertakings include undertakings:

(i)         to vote, or procure the vote in favour (or to submit, or procure the submission of, Forms of Proxy voting in favour) of the Scheme at the Court Meeting and the Special Resolution at the May Gurney General Meeting; and

(ii)         if Costain exercises its right to structure the Merger as a Merger Offer, to accept or procure the acceptance of such Merger Offer.

The irrevocable undertaking given by David and Wendy Sterry (acting as the trustees of various trusts) stipulates that it will cease to be binding if:

(i)         the announcement to be made under rule 2.7 of the Code is not released by 8 a.m. on 28 March 2013; or

(ii)         the Scheme has not become effective or the Merger Offer has not become wholly unconditional by 30 June 2013; or

(iii)        (a)        an announcement is made in accordance with rule 2.7 of the Code of a competing offer (whether made by way of an offer or a scheme of arrangement) in respect of May Gurney Shares and such competing offer represents a value at the date and time in London of such announcement of not less than 110 per cent. of the value of the Merger Offer or the Scheme (as the case may be) as at 5.00 p.m. (London time) on the last dealing day prior to the date of such announcement; and

            (b)        at any time following such announcement David and Wendy Sterry notify Costain in writing that they no longer intend to accept the Merger Offer or vote in favour of the Scheme (as the case may be).

The irrevocable undertaking given by Artemis Investment Management LLP ("Artemis") stipulates that it will cease to be binding if:

(i)         the announcement to be made under rule 2.7 of the Code is not released by 29 March 2013 (or such later date as Costain and May Gurney may agree); or

(ii)         (a)        an announcement is made in accordance with rule 2.7 of the Code of a competing offer (whether made by way of an offer or a scheme of arrangement) in respect of May Gurney Shares and such competing offer represents a value at the date and time in London of such announcement of not less than 110 per cent. of the value of the Merger Offer or the Scheme (as the case may be) as at 5.00 p.m. (London time) on the last dealing day prior to the date of such announcement; and

(b)        at any time following such announcement Artemis notifies Costain in writing that, or Artemis otherwise makes an announcement or notification under rule 2.11(d) of the Code that, Artemis no longer intends to accept the Merger Offer or vote in favour of the Scheme (as the case may be).

The irrevocable undertaking given by Polar Capital LLP ("Polar") stipulates that it will cease to be binding if:

(i)         the announcement to be made under rule 2.7 of the Code is not released by 28 March 2013 (or such later date as Costain and May Gurney may agree); or

(ii)         (a)        an announcement is made in accordance with rule 2.7 of the Code of a competing offer (whether made by way of an offer or a scheme of arrangement) in respect of May Gurney Shares; and

(b)        at any time following such announcement Polar notifies Costain in writing that, or Polar otherwise makes an announcement or notification under rule 2.11(d) of the Code that, Polar no longer intends to accept the Merger Offer or vote in favour of the Scheme (as the case may be).

The irrevocable undertaking given by Invesco Asset Management Limited ("Invesco") stipulates that it will cease to be binding if:

(i)         the announcement to be made under rule 2.7 of the Code is not released by 28 March 2013 (or such other date as Invesco may agree); or

(ii)         an announcement is made in accordance with rule 2.7 of the Code of a competing offer (whether made by way of an offer or a scheme of arrangement or any other transaction which constitutes a takeover offer for the purposes of the Code) in respect of May Gurney Shares and such competing offer represents a value which is higher than the value of the Merger Offer or the Scheme; or

(iii)        the Merger Offer lapses or is withdrawn or the Scheme does not become effective in accordance with its terms by 30 June 2013 (or, if earlier, the long stop date agreed between Costain and May Gurney and specified in the Scheme Document by which the Scheme is to become effective or be withdrawn) or is withdrawn.

Invesco also reserves the right, in circumstances where a client has terminated its professional relationship with Invesco and is no longer bound to honour any pre-existing obligations or undertakings, to transfer any shares owned by such client and subject to the undertaking to a replacement fund manager/custodian. In such circumstances the provisions of the undertaking will lapse and cease to apply in respect of those shares.

The irrevocable undertaking given by May Gurney Group Trustees Limited (acting as the trustee of the May Gurney Group Limited Employee Share Ownership Trust) ("MGGT") stipulates that it will cease to be binding if:

(i)         Costain has not announced a firm intention to proceed with the Merger by 30 April 2013 (or such later date as Costain and May Gurney may agree); or

(ii)         (a)        an announcement is made in accordance with rule 2.7 of the Code of a competing offer (whether made by way of an offer or a scheme of arrangement) in respect of May Gurney Shares and such competing offer represents a value at the date and time in London of such announcement of not less than 110 per cent. of the value of the Merger Offer or the Scheme (as the case may be) as at 5.00 p.m. (London time) on the last dealing day prior to the date of such announcement; and

(b)        at any time following such announcement MGGT notifies Costain in writing that, or MGGT otherwise makes an announcement or notification under rule 2.11(d) of the Code that, MGGT no longer intends to accept the Merger Offer or vote in favour of the Scheme (as the case may be).

Letter of intent procured in respect of May Gurney Shares

Costain has received a non-binding letter of intent from Aviva Investors Global Services Limited (in its capacity as investment manager for certain clients who hold May Gurney Shares) ("Aviva") in respect of 3,623,051 May Gurney Shares (or approximately 5.16% of May Gurney's issued share capital), pursuant to which Aviva indicates its intention to vote, or to procure the vote, in favour of the Scheme or to accept, or procure the acceptance of, the Merger Offer, as the case may be, in respect of those May Gurney Shares. 

Note: defined terms used in this section 2 but not defined in this announcement have the meaning given to them in the announcement made under rule 2.7 of the Code by Costain and May Gurney dated 26 March 2013.

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

None

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

(1): Date of disclosure:	26 March 2013
(2): Contact name:	Tom O’Neill Slaughter and May
(3): Telephone number	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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[1] Percentages may not add due to rounding.

 

END

 

 

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