REG - Nippon Koei UK TopcoHyder Consulting PLCArcadis NV - Response to increased offer by Arcadis <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin>

Arcadis NVAnnouncement

29/10/2014 14:43

RNS Number : 8121P
Nippon Koei UK Topco Limited
22 August 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
FOR IMMEDIATE RELEASE
22 August 2014
NIPPON KOEI UK TOPCO LIMITED
a wholly-owned subsidiary of
NIPPON KOEI CO., LTD
RESPONSE TO INCREASED RECOMMENDED CASH OFFER FOR HYDER CONSULTING PLC BY ARCADIS UK INVESTMENTS B.V.

The Board of Nippon Koei Co., Ltd ("Nippon Koei") notes the announcement on 21 August 2014 by Arcadis UK Investments B.V. of an increased recommended cash offer for Hyder Consulting PLC of 730 pence a share, following the announcement of a recommended cash offer by Nippon Koei on 8 August 2014.
Nippon Koei is considering its position and will make a further announcement in due course.
Enquiries:
Nippon Koei Co., Ltd
Tel: +44 (0)207 466 5057

Akira Mizukoshi, Director, Managing Executive Officer, Director General of Business Planning & Development Administration
Tatsuhiko Yasukochi, Deputy Director General of Business Planning & Development Administration with Executive Officer Status
KPMG LLP (financial adviser to Nippon Koei)
Tel: +44 (0)207 311 1000
Andy Hales
Christian Mayo
Khush Purewal
Helen Roxburgh
Buchanan (PR adviser to Nippon Koei) 
Tel: +44 (0)207 466 5057
Richard Darby
Charles Ryland
Helen Chan
Further information
KPMG LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority for investment business activities, is acting exclusively as financial adviser to Nippon Koei and Nippon Koei UK Topco Limited and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Nippon Koei and Nippon Koei UK Topco Limited for providing the protections afforded to clients of KPMG LLP or for providing advice in relation to the matters referred to in this announcement. Neither KPMG LLP nor any of its 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 KPMG LLP in connection with any matters referred to in this announcement or otherwise.
This announcement 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 an offer or otherwise.
The release, publication or distribution of this announcement or availability of an offer 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.
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.
This announcement, in accordance with Rule30.4 of the Takeover Code, will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Nippon Koei's website atwww.n-koei.co.jp/english/ir/index.html(English language website) andhttp://www.n-koei.co.jp(Japanese language website)by no later than 12noon on 26 August 2014. The contents of Nippon Koei's website are not incorporated into and do not form part of this announcement.
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 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (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 3.30pm (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 atwww.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.

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