REG - Arcadis NV - Scheme now effective in accordance with its terms <Origin Href="QuoteRef">ARDS.AS</Origin>

Arcadis NVAnnouncement

29/10/2014 12:42

RNS Number : 5249U
Arcadis NV
16 October 2014
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 THAT JURISDICTION
16 October 2014
RECOMMENDED CASH OFFER 
for 
HYDER CONSULTING PLC 
by
ARCADIS UK INVESTMENTS B.V.
a wholly-owned subsidiary of 
ARCADIS N.V. 
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court confirmation of Reduction in Capital and Scheme becomes effective
Hyder Consulting PLC ("Hyder") and ARCADIS N.V. are pleased to announce that the Scheme to effect the recommended cash acquisition of Hyder by ARCADIS UK Investments B.V. ("AUK Investments"), a wholly-owned subsidiary of ARCADIS N.V. has now become effective in accordance with its terms. This follows confirmation today by the Court of the Capital Reduction required to effect the Acquisition.
As announced by Hyder on 16 October 2014, with effect from 7.30 a.m. on 16 October 2014, Hyder Shares were suspended from the Official List of the UK Listing Authority and the London Stock Exchange's main market for listed securities. The delisting of the Hyder Shares from the premium listing of the Official List of the UK Listing Authority and the cancellation of admission to trading of the Hyder Shares on the London Stock Exchange's main market for listed securities have been applied for and are expected to take effect at 8.00 a.m. on 17 October 2014.
The consideration of 750 pence in cash per Hyder Share to be paid to Scheme Shareholders pursuant to the terms of the Scheme is expected to be dispatched (in the case of certificated holders of Scheme Shares) or settled in CREST (in the case of uncertificated holders of Scheme Shares) no later than 30 October 2014.
Capitalised terms, unless otherwise defined in this announcement, have the meanings given to them in the Scheme Document published on 2 September 2014.
Enquiries 
ARCADIS
Hyder
+31 (0) 20 201 1083
+44 (0) 203 014 9000
Joost Slooten
Ivor Catto, Chief Executive

Russell Down, Group Finance Director
HSBC Bank plc (Financial Adviser to ARCADIS)
Investec Bank plc (Financial Adviser and Rule 3 Adviser to Hyder)
+44 (0) 207 991 8888
+44 (0) 207 597 4000
Jurriaan de Munck
Christopher Baird
James Pincus
James Ireland
Alex Thomas
Josh Levy
Rothschild (Financial Adviser to ARCADIS)
Numis Securities Limited (Broker to Hyder)
+44 (0) 207 280 5000
+44 (0) 207 260 1000
Paul Simpson
David Poutney
Neil Thwaites
James Serjeant
Jonathan Slaughter
Stuart Skinner
Brunswick (Public Relations Adviser to ARCADIS)
Citigate Dewe Rogerson (Public Relations Adviser to Hyder)
+44 (0) 207 404 5959
+44 (0) 207 282 2945
Michael Harrison
Tom Baldock
Azhar Khan

Marleen Geerlof

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 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. 
Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. 
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this announcement. 
HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to ARCADIS and AUK Investments and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than ARCADIS and AUK Investments for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. 
Rothschild, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to ARCADIS and AUK Investments and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than ARCADIS and AUK Investments for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement. 
Overseas Shareholders 
The release, publication or distribution of this announcement or availability of the Acquisition in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should therefore inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. 
This announcement has been prepared for the purposes of complying with the laws of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom. 
The Acquisition relates to shares of an English public limited company and is being effected by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of tender offer rules or the laws of other jurisdictions outside the United Kingdom. 
The availability of the Acquisition to Hyder Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. 
Notice to US investors in Hyder 
The Acquisition relates to the shares of an English public limited company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.
It may be difficult for US holders of Hyder Shares to enforce their rights and any claim arising out of the US federal laws, since ARCADIS, AUK Investments and Hyder are each located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Hyder Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. 
Publication on website 
Copies of the announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the websites of ARCADIS' and Hyder's at www.arcadis.com and www.hyderconsulting.com, respectively.

This information is provided by RNS
The company news service from the London Stock Exchange
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