Completion of Merger and Cancellation of Listing

RNS Number : 0241Y

Shanks Group PLC

28 February 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO PERSONS, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BREACH ANY APPLICABLE LAW. NO PUBLIC OFFER OF SECURITIES IS BEING MADE BY VIRTUE OF THIS ANNOUNCEMENT.

28 February 2017

Shanks Group plc

("Shanks", the "Company" or, together with its subsidiaries, the "Group")

Completion of Merger and Cancellation of Listing

Shanks is pleased to announce today that its merger with Van Gansewinkel Groep B.V. ("VGG Group") has now completed and 190,187,502 new ordinary shares (the "Consideration Shares") have been allotted.

As the merger constitutes a reverse takeover under the Listing Rules, the listing of Shanks' Ordinary Shares on the premium listing segment of the Official List will be cancelled at 8.00 a.m. today, 28 February 2017.  Applications have been made to the FCA and the London Stock Exchange, respectively, for Shanks' entire issued share capital (including the Consideration Shares) to be re-admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.  It is expected that re-admission of Shanks' Ordinary Shares will become effective at 8.00 a.m. today, 28 February 2017.

Enquiries:

Shanks Group plc                                                                    [phone]

Peter Dilnot, Group Chief Executive

Toby Woolrych, Group Finance Director

Brunswick Group                                                                     [phone]

Carole Cable

Fiona Micallef-Eynaud

Greenhill & Co. International LLP                                           [phone]

Lead Financial Adviser and Joint Sponsor

James Lupton

Pieter-Jan Bouten

Dean Rodrigues

Investec Bank plc                                                                    [phone]

Joint Sponsor and Sole Underwriter and Bookrunner

James Rudd

James Ireland

Henry Reast

ING Bank N.V.                                                                          [phone]

Financial Adviser and Debt Underwriter

Alexander Alting von Geusau

Rob van Veldhuizen

Floris Schorer

IMPORTANT NOTICE:

Greenhill is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Investec is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Greenhill and Investec are acting for Shanks and no one else in connection with the Merger and Re-admission and will not regard any other person as a client in relation to the Merger and Re-admission and will not be responsible to anyone other than Shanks for providing the protections afforded to their respective clients, nor for providing advice in connection with the Merger, Re-admission or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill and Investec in their capacities as Joint Sponsors by the FSMA, neither of Greenhill and Investec, nor any of their respective officers, employees and agents, accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by any of them, or on their behalf, in connection with Shanks and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of Greenhill and Investec accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of Greenhill and Investec and/or their affiliates provide various investment banking, commercial banking and financial advisory services from time to time to Shanks.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Group, Greenhill and/or Investec. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group or VGG since the date of this announcement or that the information in it is correct as at any subsequent date.

The information contained in this announcement is not for release, publication or distribution to persons in whole or in part, directly or indirectly in or into Australia, Canada, Japan, the Republic of South Africa or the United States or in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this announcement.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom 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 the United Kingdom.

This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offer of securities in the United States.

This announcement is intended for distribution only to persons in Australia who are "sophisticated investors" or "professional investors" (within the meaning of sections 708(8), and 708(11) of the Australian Corporations Act 2001 (Cth) and a "wholesale client" (within the meaning of section 761G of the Australian Corporations Act 2001 (Cth)).

This announcement is not intended to, and does not constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise in any jurisdiction.

This announcement has been issued by and is the sole responsibility of the Company.

This announcement may include statements that are, or may be deemed to be, "forward looking statements". These forward looking statements may be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions.

Forward looking statements may and often do differ materially from actual results. Any forward looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's or the VGG Group's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates.

Forward looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

Neither the content of the Group's nor VGG Group's website, nor any website accessible by hyperlinks on the Group's or VGG Group's website is incorporated in, or forms part of, this announcement.

 

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