REG - Hyder Consulting PLCArcadis NV - Publication and posting of Scheme Document <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin>

Arcadis NVAnnouncement

29/10/2014 07:20

RNS Number : 5680Q
Hyder Consulting PLC
01 September 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
2 September 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
Publication and posting of Scheme Document
On 21 August 2014, the boards of ARCADIS N.V. ("ARCADIS") and Hyder Consulting PLC ("Hyder") announced that they had reached agreement on the terms of a recommended increased cash offer by which the entire issued and to be issued ordinary share capital of Hyder not already held by the ARCADIS Group would be acquired by ARCADIS UK Investments B.V. ("AUK Investments") for 730 pence per Hyder Share (the "Acquisition"). The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 
Accordingly, Hyder announces that it is today posting to Hyder Shareholders a scheme document relating to the Acquisition (the "Scheme Document"), containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events and details of the actions to be taken by Hyder Shareholders. 
Timetable
As further detailed in the Scheme Document, to become effective, the Scheme will require, amongst other things, the approval of the Scheme Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. Notices convening the Court Meeting and the General Meeting, respectively, for 9.30 a.m. on 25 September 2014 and 9.40 a.m. on 25 September 2014 (or as soon thereafter as the Court Meeting is concluded or adjourned) to be held at the offices ofWragge Lawrence Graham & Co LLP at 4 More London Riverside, London SE1 2AU, are contained in the Scheme Document, together with the relevant Forms of Proxy for such Meetings.
The expected timetable of principal events is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.
All references to time in this announcement are to UK time. Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.
Information for Hyder Shareholders
A Shareholder Helpline is available for Hyder Shareholders on 0871 6640300 or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 6640300 number cost approximately 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday (except public holidays). Calls to the Shareholder Helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder Helpline is available to answer questions regarding the Scheme Document, the Meetings or the completion and return of the Forms of Proxy. However, the Shareholder Helpline cannot provide advice on the merits of the Acquisition or give any financial, legal or tax advice.
Enquiries:
Hyder
+44 (0) 203 014 9000
ARCADIS
+31 (0) 20 201 1083
Ivor Catto, Chief Executive
Russell Down, Group Finance Director
Joost Slooten


Investec Bank plc (Financial Adviser and Rule 3 Adviser to Hyder) 
HSBC Bank plc (Financial Adviser to ARCADIS) 
+44 (0) 207 597 4000
+44 (0) 207 991 8888
Christopher Baird
James Ireland
Josh Levy
Jurriaan de Munck
James Pincus
Alex Thomas


Numis Securities Limited (Broker to Hyder)
+44 (0) 207 260 1000
Rothschild (Financial Adviser to ARCADIS)
+44 (0) 207 280 5000
David Poutney
James Serjeant
Stuart Skinner
Paul Simpson
Neil Thwaites
Jonathan Slaughter


Citigate Dewe Rogerson (Public Relations Adviser to Hyder)
Brunswick (Public Relations Adviser to ARCADIS)
+44 (0) 207 282 2945
+44 (0) 207 404 5959
Ginny Pulbrook
Tom Baldock
Michael Harrison
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. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.
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 andAUK 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Hyder Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. 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. However, if AUK Investments elects to implement the Increased Offer by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations to the extent applicable.
Unless otherwise determined by AUK Investments or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement or any documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any such jurisdictions. If the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer (unless otherwise permitted by applicable law and regulation) will and may not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of any Restricted Jurisdiction, and the Takeover Offer will not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.
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. If, in the future, AUK Investments exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the Acquisition into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and which may be included in the Scheme Document (or Takeover Offer Document, as the case may be) has been or will have been prepared in accordance with accounting standards applicable in territories outside the United States that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
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 Rule8.3(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 Rule8.3(a) applies must be made by no later than 3.30p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30p.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 Rule8.3(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 Rule8. A Dealing Disclosure by a person to whom Rule8.3(b) applies must be made by no later than 3.30p.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 Rule8.3.
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 Rules8.1, 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 of this announcement and availability of hard copies
This announcement, the Scheme Document and the Forms of Proxy will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on ARCADIS' and Hyder's website at www.arcadis.comand http://www.hyderconsulting.com, respectively, by no later than 12noon on the Business Day following this announcement. The contents of ARCADIS' and Hyder's websites are not incorporated into and do not form part of this announcement.
Any person who is required to be sent this announcement under the Code may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Capita Registrars of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling 0871 664 0300 (or, if calling from outside the UK, on +44 20 8638 3399). Calls cost 10 pence per minute plus network extras, lines are open 9.00 a.m. - 5.30 p.m. Monday to Friday. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. 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.

APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Scheme.
Event
Time and/or date
Latest time for lodging Forms of Proxy for the:

Court Meeting (white form)
9.30 a.m. on Tuesday 23 September 20141
General Meeting (yellow form)
9.40 a.m. on Tuesday 23 September 20142
Voting Record Time for the Court Meeting and General Meeting
6.00 p.m. on Tuesday 23 September 20143
Court Meeting
9.30 a.m. on Thursday 25 September 2014
General Meeting
9.40 a.m. on Thursday 25 September 20144
The following dates are indicative only and are subject to change5
First Court Hearing (to sanction the Scheme)
Tuesday 14 October 2014
Last day of dealings in Hyder Shares
Wednesday 15 October 2014
Dealings in Hyder Shares suspended 
5.00 p.m. on Wednesday 15 October 2014
Scheme Record Time
6.00 p.m. on Wednesday 15 October 2014 
Second Court Hearing (to confirm the Capital Reduction)
Thursday 16 October 2014
Effective Date of the Scheme
Thursday 16 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 Date6
31 January 2015


The Court Meeting and the General Meeting will each be held at the offices of Wragge Lawrence Graham & Co LLP at 4 More London Riverside, London SE1 2AU.
1 It is requested that white Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK).White Forms of Proxy not so lodged may be handed to Capita Asset Services on behalf of the Chairman of the Court Meeting before the start of the Court Meeting.
2 Yellow Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a weekend or a public holiday in the UK).
3 If either the Court Meeting or the General Meeting is adjourned, the voting record time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days before the adjourned meeting.
4 Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned.
5 These dates are indicative only and will depend, among other things, on the date upon which: (i) the Court sanctions the Scheme; (ii) the court confirms the associated Capital Reduction; and (iii) the Scheme Court Order and the Reduction Court Order, along with the Statement of Capital, are delivered to the Registrar of Companies and, in respect of the Reduction Court Order and the Statement of Capital, if the Court so orders for the Scheme to become effective, when such Reduction Court Order and Statement of Capital are registered by the Registrar of Companies. Hyder will announce any changes to these dates through a Regulatory Information Service.
6 This is the latest date by which the Scheme may become effective unless Hyder and AUK Investments agree, and the Panel and, if required, the Court, permits a later date.
All references in this announcement to times are to times in London (unless otherwise stated).

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