REG - Hyder Consulting PLC Arcadis NV - Court sanction of scheme of arrangement <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin>

Arcadis NVAnnouncement

29/10/2014 11:51

RNS Number : 2567U
Hyder Consulting PLC
14 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
14 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 sanction of scheme of arrangement
Hyder Consulting PLC ("Hyder") is pleased to announce that the scheme of arrangement (the "Scheme") in order to effect the recommended acquisition by ARCADIS UK Investments B.V. ("AUK Investments"), a wholly owned subsidiary of ARCADIS N.V. ("ARCADIS"), of the entire issued and to be issued share capital of Hyder not already held by ARCADIS (the "Acquisition"), was today sanctioned by the High Court of Justice in England and Wales. In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the Capital Reduction at the Second Court Hearing, which is scheduled to take place on 16 October 2014. The Acquisition also remains conditional upon delivery of a copy of each of the Court Orders and of the requisite statement of capital to the Registrar of Companies and, if the Court so orders in order for it to become effective, the registration of the Reduction Court Order and the statement of capital by the Registrar of Companies. 
Dealings in Hyder Shares are expected to be suspended at 7.30 a.m. on 16 October 2014, in accordance with Hyder's application to the UKLA.
Subject to Court confirmation of the associated Capital Reduction and the timing of the delivery of the Court Orders to Companies House, the Effective Date of the Scheme is expected to be 16 October 2014. Further details of the expected timetable of principal events of the Scheme are set out below.
Upon the Scheme becoming effective, the consideration of 750 pence in cash per Hyder Share to be paid to Hyder Shareholders pursuant to the terms of the Scheme is expected to be dispatched (in the case of certificated holders of Hyder Shares) or settled in CREST (in the case of uncertificated holders of Hyder Shares) no later than 30 October 2014.
Expected timetable of principal events
The times and dates stated above and in the following table are the expected times and dates only and are subject to change. Please see the Scheme Document published on 2 September 2014 for further information about the timetable:
Event
Time and/or date
Scheme Record Time
6.00 p.m. on Wednesday 15 October 2014
Dealings in Hyder Shares suspended in London
7.30 a.m. on Thursday 16 October 2014
Second Court Hearing (to confirm the Capital Reduction)
Thursday 16 October 2014
Effective Date of the Scheme
Thursday 16 October 2014
Delisting of Hyder Shares
8.00 a.m. on Friday 17 October 2014
Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme
Thursday 30 October 2014
Long Stop Date
31 January 2015
Capitalised terms, unless otherwise defined in this announcement, have the meaning given to them in the Scheme Document published on 2 September 2014.
Enquiries 
Hyder
+44 (0) 203 014 9000
Ivor Catto, Chief Executive
Russell Down, Group Finance Director
Investec Bank plc (Financial Adviser and Rule 3 Adviser to Hyder)
+44 (0) 207 597 4000
Christopher Baird
James Ireland
Josh Levy
Numis Securities Limited (Broker to Hyder)
+44 (0) 207 260 1000
David Poutney
James Serjeant
Stuart Skinner
Citigate Dewe Rogerson (Public Relations Adviser to Hyder)
+44 (0) 207 282 2945
Ginny Pulbrook
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. 
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. 
Disclosure requirements of the Takeover Code 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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) applies must be made by no later than 3.30 p.m. (London time) on the 10th 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 Takeover Code, any person who is, or becomes, interested in 1% 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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. 
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). 
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 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 the announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the website of Hyder at www.hyderconsulting.com.

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