Scheme of arrangement
06 July 2010 - 12:57AM
UK Regulatory
TIDMBAB TIDMVTG
RNS Number : 8405O
Babcock International Group PLC
05 July 2010
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.
Recommended Acquisition
of
VT Group plc
by
Babcock International Group PLC
5 July 2010
Court Order Sanctioning Scheme of Arrangement
VT Group plc ("VT") and Babcock International Group PLC ("Babcock") are pleased
to announce that the Court has today made an order sanctioning the scheme of
arrangement of VT (the "Scheme") by which the recommended acquisition (the
"Acquisition") of VT by Babcock is being implemented. The Scheme and its
implementation were approved by the shareholders of VT on 10 June 2010.
Share Subdivision and Reclassification
Following delivery of an office copy of the Court Order sanctioning the Scheme
to the Registrar of Companies, each of the Scheme Shares will be subdivided and
reclassified at the Reorganisation Record Time according to the forms of
election returned by Scheme Shareholders (the "Share Reclassification"). Scheme
Shares in respect of which valid elections were made and accepted for cash
consideration will be reclassified as A Shares. Scheme Shares in respect of
which valid elections were made and accepted for New Babcock Shares will be
reclassified as B Shares. Any Scheme Shares in respect of which no valid
election has been made or is deemed to have been made will be reclassified into
A Shares and B Shares. The Reorganisation Record Time is expected to be 6.00
p.m. tomorrow, 6 July 2010.
Last Day for Dealings
In order to ensure an orderly subdivision and reclassification of the Scheme
Shares, the last day for dealings in and for registration of transfers of, and
disablement in CREST of, VT Shares is today, 5 July 2010.
Suspension of Listing and Trading
As set out in the Scheme Circular published by VT on 26 April 2010, it is
expected that the Financial Services Authority will suspend the listing, and the
London Stock Exchange will suspend the trading, of VT Shares by 8.00 a.m. on 6
July 2010.
Conditions
The Acquisition remains conditional, inter alia, upon the UK Listing Authority
agreeing to admit the New Babcock Shares to the Official List and the London
Stock Exchange agreeing to admit the New Babcock Shares to trading on its main
market for listed securities, as well as the confirmation of the reduction of
capital provided for by the Scheme by the Court.
Provided that these conditions are satisfied, that an office copy of the Court
Order confirming the reduction of capital is delivered to the Registrar of
Companies and, if the Court so orders, that such Court Order is registered with
the Registrar of Companies, it is expected that the Scheme will become
Effective, and that the admission of the New Babcock Shares to the Official List
of the UK Listing Authority and to trading on the London Stock Exchange's main
market for listed securities will occur by 8.00 a.m. on 9 July 2010.
Accordingly, VT has requested that the UK Listing Authority cancel the listing,
and the London Stock Exchange cancel the trading, of the VT Shares at that time.
Defined terms used in this announcement have the same meanings as set out in the
Scheme Circular published by VT on 26 April 2010.
Enquiries:
VT Group plc
+------------------------+--------------------+
| Paul Lester | Tel: +44 (0)23 |
| | 8083 9001 |
+------------------------+--------------------+
| Philip Harrison | |
+------------------------+--------------------+
Rothschild (financial adviser to VT)
+------------------------+--------------------+
| Robert Leitão | Tel: +44 (0)20 |
| | 7280 5000 |
+------------------------+--------------------+
| Ravi Gupta | |
+------------------------+--------------------+
Merrill Lynch (corporate broker to VT)
+------------------------+--------------------+
| Mark Astaire | Tel: +44 (0)20 |
| | 7628 1000 |
+------------------------+--------------------+
| Peter Brown | |
+------------------------+--------------------+
Babcock International Group PLC
+------------------------+--------------------+
| Peter Rogers, Chief | Tel: +44 (0)20 |
| Executive | 7355 5300 |
+------------------------+--------------------+
| Bill Tame, Group | |
| Finance Director | |
+------------------------+--------------------+
J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock)
+------------------------+--------------------+
| Andrew Truscott | Tel: +44 (0)20 |
| | 7588 2828 |
+------------------------+--------------------+
| Malcolm Moir | |
+------------------------+--------------------+
| Guy Marks | |
+------------------------+--------------------+
| Christopher Dickinson | |
+------------------------+--------------------+
Evercore Partners (joint financial adviser to Babcock)
+------------------------+--------------------+
| Bernard Taylor | Tel: +44 (0)20 |
| | 7268 2700 |
+------------------------+--------------------+
| Julian Oakley | |
+------------------------+--------------------+
N. M. Rothschild & Sons Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for VT and for no one
else in connection with the matters set out in this announcement and will not be
responsible to anyone other than VT for providing the protections afforded to
clients of N. M. Rothschild & Sons Limited nor for providing advice in relation
to any matter referred to herein.
Merrill Lynch International, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for VT and for no one
else in connection with the matters set out in this announcement and will not be
responsible to anyone other than VT for providing the protections afforded to
clients of Merrill Lynch International nor for providing advice in relation to
any matter referred to herein.
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to Babcock and
no-one else in connection with the contents of this announcement and will not be
responsible to any person other than Babcock for providing the protections
afforded to customers of J.P. Morgan plc nor for providing advice in relation to
any matter referred to herein.
Evercore Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser to
Babcock and for no-one else in connection with the matters set out in this
announcement and will not be responsible to anyone other than Babcock for
providing the protections afforded to clients of Evercore Partners Limited nor
for providing advice in relation to any matter referred to herein.
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or an invitation to purchase or subscribe for any securities or
a solicitation of any vote or approval in any jurisdiction. Shareholders of VT
and Babcock are advised to read carefully the formal scheme documentation in
relation to the Acquisition. The proposals of the Acquisition will be made
solely through the scheme documentation, which will contain the full terms and
conditions of Acquisition, including details of how to vote with respect to the
Acquisition. Any response to the proposals should be made only on the basis of
the information in the scheme documentation.
Shareholders of VT and Babcock are reminded that copies of the documentation
relating to the Acquisition (namely, the Prospectus, the Babcock Circular, the
Scheme Circular, the Supplementary Prospectus, the resolution of the Babcock
shareholders approving the Acquisition and the resolution of the VT shareholders
approving the Acquisition) have been submitted to the Financial Services
Authority (the "FSA") and are available for inspection by the public during
normal business hours on any weekday (except public holidays) at the FSA's
Document Viewing Facility which is situated at: Financial Services Authority, 25
The North Colonnade, London E14 5HS (Tel: +44 (0)20 7676 1000).
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 on Takeover and Mergers (the "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.
You may request a hard copy of this announcement by contacting the Shareholder
Helpline of Capita Registrars on 0871 664 0321 (or +44 20 8639 3399 if you are
calling from outside the UK). You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition
should be in hard copy form.
Publication on Website
A copy of this announcement will be made available, free of charge, at VT's
website (www.vtplc.com) and Babcock's website (www.babcock.co.uk) by no later
than 12 noon (London time) on 6 July 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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