TIDMATK
RNS Number : 9050J
Atkins (WS) PLC
03 July 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
3 July 2017
RECOMMED CASH ACQUISITION
of
WS ATKINS PLC
by
SNC-LAVALIN (GB) HOLDINGS LIMITED
a wholly-owned subsidiary of
SNC-LAVALIN GROUP INC.
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
REPLACEMENT - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
The following replaces the announcement released today at 09:16
under RNS number 8921J. The date in the second paragraph has been
amended. The full correct text appears below.
On 20 April 2017 the boards of WS Atkins plc ("Atkins") and
SNC-Lavalin Group Inc. ("SNC--Lavalin") announced that they had
reached agreement on the terms and conditions of a recommended all
cash acquisition of the entire issued and to be issued share
capital of Atkins by SNC-Lavalin (GB) Holdings Limited
("SNC-Lavalin Bidco") (a wholly-owned subsidiary of SNC--Lavalin)
(the "Acquisition"). The Acquisition will be implemented by means
of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
On 29 June 2017, Atkins announced that the High Court of Justice
in England and Wales had sanctioned the Scheme at the Court Hearing
held earlier the same day.
Atkins and SNC-Lavalin are pleased to announce that, following
the delivery of the Court Order to the Registrar of Companies
today, the Scheme has now become effective in accordance with its
terms and the entire issued and to be issued share capital of
Atkins is now owned by SNC--Lavalin Bidco.
As the Scheme has now become effective, Atkins duly announces
that the Chairman, Allan Edward Cook, and the Chief Executive
Officer, Uwe Krueger, have tendered their resignations and will
step down from the board of directors of Atkins with immediate
effect. The following directors of Atkins have also tendered their
resignations and will also step down from the Atkins Board with
immediate effect: Catherine Annick Caroline Bradley (Non-Executive
Director); Fiona Jane Clutterbuck (Non-Executive Director);
Allister Gordon Langlands (Non-Executive Director); Thomas Chris
Leppert (Non-Executive Director); and Gretchen Hauser Watkins
(Non-Executive Director).
Scheme Shareholders on the register of members of Atkins at the
Scheme Record Time, being 6.00 p.m. (London time) on 30 June 2017,
are entitled to receive 2,080 pence in cash for each Scheme Share
held. Settlement of the consideration to which any Scheme
Shareholder is entitled will be effected by way of the despatch of
cheques or the crediting of CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event within
14 days of the Effective Date, as set out in the scheme document
published on 18 May 2017 in relation to the Acquisition (the
"Scheme Document").
Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to the de-listing of Atkins
Shares from the premium listing segment of the Official List and
the cancellation of the admission to trading of Atkins Shares on
the London Stock Exchange's main market for listed securities which
is expected to take place at 8.00 a.m. (London time) on 4 July
2017.
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
Enquiries:
Atkins
Richard Webster Tel: +44 (0)20 7121 2600
Moelis & Company (Financial Adviser to Atkins)
Mark Aedy Tel: +44 (0)20 7634 3500
Elliot Richmond
Rich Newman
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to
Atkins)
Robert Constant Tel: +44 (0)20 7742 4000
Richard Perelman
Numis Securities Limited (Corporate Broker to Atkins)
Mark Lander Tel: +44 (0)20 7260 1000
Tulchan Communications LLP (Communications Adviser to
Atkins)
David Allchurch Tel: +44 (0)20 7353 4200
Maitland (UK Public Relations adviser to SNC-Lavalin)
Neil Bennett Tel: +44 (0)20 7379 5151
James Devas
SNC-Lavalin
Media Relations Tel: +1 514 393 8000
Louis-Antoine Paquin Ext: 54772
Investor Relations Tel: +1 514 393 8000
Denis Jasmin Ext: 57553
RBC Capital Markets (Financial Adviser to SNC-Lavalin)
Kevin J. Smith Tel: +44 (0)20 7653 4000
Mark Rushton
Tristan Lovegrove (Corporate Broking)
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation, or the solicitation of an offer, to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document, which contains the full terms and conditions of
the Acquisition. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information
contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Important notices relating to financial advisers
RBC Capital Markets is the trading name for RBC Europe Limited
("RBC"), which is authorised by the PRA and regulated by the FCA
and the PRA and is a subsidiary of the Royal Bank of Canada, is
acting as financial adviser to SNC-Lavalin and SNC-Lavalin Bidco
and no-one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
SNC-Lavalin and SNC-Lavalin Bidco for providing the protections
afforded to clients or RBC nor for providing advice in connection
with the matters referred to herein. Neither RBC nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of RBC in connection with this
Announcement, any statement contained herein, the Acquisition or
otherwise.
Moelis & Company UK LLP ("Moelis & Company"), which is
authorised and regulated by the FCA in the UK, is acting
exclusively as financial adviser to Atkins and no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Atkins for providing the
protections afforded to clients of Moelis & Company nor for
providing advice in connection with the matters referred to herein.
Neither Moelis & Company nor any of its subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Moelis & Company in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise.
J.P. Morgan Limited, which conducts its UK investment banking
activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which
is authorised and regulated by the FCA in the UK, is acting
exclusively as financial adviser to Atkins and no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Atkins for providing the
protections afforded to clients of J.P. Morgan Cazenove nor for
providing advice in connection with the matters referred to herein.
Neither J.P. Morgan Cazenove nor any of its subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of J.P. Morgan Cazenove in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the FCA in the UK, is acting exclusively for Atkins
and for no one else in connection with the matters described in
this Announcement and will not regard any other person as its
client in relation to the matters described in this Announcement
and will not be responsible to anyone other than Atkins for
providing the protections afforded to clients of Numis, nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this Announcement.
No profit forecast or estimates or quantified financial benefits
statement
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per Atkins
Share or SNC-Lavalin share for the current or future financial
years would necessarily match or exceed the respective historical
published earnings or earnings per Atkins Share or SNC-Lavalin
share or to mean that the Combined Entity's earnings in the first
12 months following the Acquisition, or in any subsequent period,
would necessarily match or be greater than those of SNC-Lavalin or
Atkins for the relevant preceding financial period or any other
period.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by SNC-Lavalin and
Atkins contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
SNC-Lavalin and Atkins about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on SNC-Lavalin and Atkins, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although
SNC-Lavalin and Atkins believe that the expectations reflected in
such forward-looking statements are reasonable, SNC-Lavalin and
Atkins can give no assurance that such expectations will prove to
be correct. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
consummate the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in general
economic and business conditions (as future market conditions
change); the behaviour of other market participants; the
anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which SNC-Lavalin and Atkins
operate; weak, volatile or illiquid capital and/or credit markets;
changes in tax rates; interest rate and currency value
fluctuations; the degree of competition in the geographic and
business areas in which SNC-Lavalin and Atkins operate; and changes
in laws or in supervisory expectations or requirements. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. Neither SNC-Lavalin nor Atkins, nor any
of their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Listing Rules
and the Disclosure Guidance and Transparency Rules of the FCA, as
applicable), neither SNC-Lavalin nor Atkins is under any
obligation, and SNC-Lavalin and Atkins expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Overseas jurisdictions
The availability of the Scheme and the Acquisition to Overseas
Shareholders may be affected by the laws of the relevant
jurisdiction. Overseas Shareholders should inform themselves about
and should observe any applicable legal or regulatory requirements.
It is the responsibility of all Overseas Shareholders to satisfy
themselves as to the full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of
any governmental, exchange control or other consents which may be
required, or the compliance with other necessary formalities which
are required to be observed and the payment of any issue,
registration, transfer or other taxes due in such jurisdiction.
Holders who are in doubt about such matters should consult an
appropriate professional adviser in the relevant jurisdiction
without delay.
The release, publication or distribution of this Announcement
and/or any accompanying documents in or into or from jurisdictions
other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the UK to vote their Atkins Shares
with respect to the Scheme at the Meetings, or to appoint another
person as proxy to vote at the Meetings on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. This Announcement and any accompanying documents
have been prepared for the purpose of complying with English law,
the City Code on Takeovers and Mergers (the "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 of jurisdictions outside of
England.
Copies of any formal documentation relating to the Acquisition
will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any jurisdiction where to do so would violate the laws of that
jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this Announcement since such date. Nothing in this
Announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Atkins, the Atkins
Group, SNC--Lavalin, or the SNC-Lavalin Group except where
otherwise stated.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code applies must
be made by no later than 3.30 p.m. (London time) on the 10(th)
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code. Opening Position
Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with
any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
Copies of this Announcement will be available, subject to any
applicable restrictions relating to persons in certain overseas
jurisdictions, on Atkins' website at
www.atkinsglobal.com/investor--relations and on SNC-Lavalin's
website at www.snclavalin.com, by no later than 12.00 p.m. (London
time) on the Business Day following this Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOARJMPTMBAMMRR
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July 03, 2017 04:58 ET (08:58 GMT)
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