REG - Arcadis NVHyder Consulting PLC - ACQUISITION OF HYDER DIRECTORS' SHARES <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin>

Arcadis NVAnnouncement

29/10/2014 10:05

RNS Number : 0694R
Arcadis NV
08 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
FOR IMMEDIATE RELEASE 
8 September 2014
ACQUISITION OF HYDER DIRECTORS' SHARES
The Board of ARCADIS N.V. ("ARCADIS") is pleased to announce that it has acquired 215,851 shares in Hyder Consulting PLC ("Hyder"), representing 0.55 per cent. of the ordinary share capital of Hyder in issue on 5 September 2014 (being the latest practicable date prior to this announcement). These Hyder Shares were acquired by ARCADIS on 5 September 2014 from those Hyder Directors who held Hyder Shares (and, in the case of Ivor Catto, also from his wife) at a price per share of 730 pence in cash (the "Previous Offer Price") in accordance with the terms of agreements entered into by ARCADIS with the relevant Hyder Directors in conjunction with the recommended cash offer previously announced by the boards of ARCADIS and Hyder on 21 August 2014 (the "Previous Offer Announcement").
At the time the Previous Offer Announcement was made, it was announced that, as a demonstration of the Hyder Directors' commitment to and belief in the combination of ARCADIS and Hyder, all Hyder Directors who held Hyder Shares (and, in the case of Ivor Catto, also his wife) had agreed to sell their entire beneficial holdings in Hyder Shares to ARCADIS at the Previous Offer Price. At the time of the Previous Offer Announcement, these holdings totalled 283,137 Hyder Shares, representing approximately 0.73 per cent. of the ordinary share capital of Hyder then in issue. This announcement is confirmation that the acquisition by ARCADIS of 215,851 Hyder Shares has now completed and that ARCADIS consequently holds a total of 10,035,821 Hyder Shares, representing approximately 25.77 per cent. of the ordinary share capital of Hyder in issue on 5 September 2014 (being the latest practicable date prior to this announcement). ARCADIS will acquire the remaining 67,286 Hyder Shares held by the Hyder Directors at the Previous Offer Price in due course.
Accordingly, and as previously announced, certain irrevocable undertakings given by the Hyder Directors have terminated and certain irrevocable undertakings given by the Hyder Directors remain in force without amendment to their terms, save that they apply in respect of a reduced number of Hyder Shares. Further details are set out in the Appendix to this announcement. Irrevocable undertakings given by other Hyder Shareholders are unaffected by the transactions described in this announcement and ARCADIS retains the benefit of such arrangements.
On 5 September 2014, ARCADIS announced that it had acquired beneficial ownership in respect of an additional 3,734,808 Hyder Shares from a single shareholder, representing approximately 9.59 per cent. of the existing issued ordinary share capital of Hyder on 5 September 2014 (being the latest practicable date prior to this announcement) at a price of 750 pence per Hyder Share (the "Revised Offer Price"). Accordingly, ARCADIS announced a revised cash offer by its wholly-owned subsidiary, ARCADIS UK Investments B.V., to acquire the entire issued and to be issued ordinary share capital of Hyder not already held by ARCADIS at the Revised Offer Price (the "Revised Offer Announcement").
ARCADIS confirms that it will make a Dealing Disclosure, setting out the details required to be disclosed under Rule 8.4 of the Code in respect of the transactions described in this announcement, by no later than 12.00 p.m. (London time) today.
Capitalised terms used in this announcement (unless otherwise defined) have the same meanings as set out in the Revised Offer Announcement.
Enquiries:
ARCADIS
Joost Slooten
+31 (0) 20 201 1083

HSBC Bank plc (Corporate Broker to the Offer)
Simon Alexander
+44 (0) 207 991 8888

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on ARCADIS' website at: www.arcadis.com. The content of this website is not incorporated in and does not form part of this announcement.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer 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 this announcement or otherwise.
This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Hyder who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Hyder who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
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 ARCADIS UK Investments B.V. 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 ARCADIS UK Investments B.V. for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.


APPENDIX
HYDER DIRECTORS' IRREVOCABLE UNDERTAKINGS
The irrevocable undertakings given by the Hyder Directors listed below terminated on 5 September 2014 because the Hyder Shares to which they related were acquired by ARCADIS on that date:
Name
Number of Hyder Shares
% of Hyder Shares in issue (excluding shares under option or award)
Number of Hyder Shares under option
or award
Jeffrey Hume
10,000
0.03
-
Kevin Taylor
7,490
0.02
-
TOTAL
17,490
0.05
-
The irrevocable undertakings given by the Hyder Directors listed below remain in full force and effect and their terms, including the circumstances in which they will cease to be binding, remain as summarised in the Revised Offer Announcement, save that they now apply in respect of the reduced number of Hyder Shares listed below because the remaining Hyder Shares to which they relate were acquired by ARCADIS on 5 September 2014:
Name
Number of Hyder Shares
% of Hyder Shares in issue (excluding shares under option or award)
Number of Hyder Shares under option
or award
Ivor Catto
7,090
0.02
254,870
Mary-Anne Catto
7,080
0.02
-
Russell Down
3,116
0.01
161,899
Paul Withers
50,000
0.13
-
TOTAL
67,286
0.18
416,769

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