REG - Arcadis NVHyder Consulting PLC - Increased offer for Hyder Consulting <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin> - Part 3
29/10/2014 14:38
- Part 3: For the preceding part double click ID:nRSU7802Pb
several material assumptions underlying the
calculation of these synergy numbers which therefore might be materially
greater or less than estimated. The synergy statements included in this
announcement are not intended as a profit forecast.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Irrevocable Undertakings
Director Irrevocable Undertakings
The following Hyder Directors (and, in the case of Ivor Catto, his wife) have
irrevocably undertaken to AUK Investments to vote in favour of (or, where
applicable, to procure that votes are cast in favour of) the resolutions
relating to the Scheme at the Court Meeting and at the General Meeting (or, if
AUK Investments decides to implement the Increased Offer by means of a
Takeover Offer instead of by way of the Scheme, to accept (or procure
acceptances of) such Takeover Offer) in respect of the following interests in
Hyder Shares:
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 7,132 0.02 254,870
Mary-Anne Catto 163,515 0.42 -
Russell Down 45,000 0.12 161,899
Jeffrey Hume 10,000 0.03 -
Paul Withers 50,000 0.13 -
Kevin Taylor 7,490 0.02 -
TOTAL 283,137 0.73 416,769
Shareholder Irrevocable Undertakings
The following Hyder Shareholders have irrevocably undertaken to AUK
Investments to vote in favour of (or, where applicable, to procure that votes
are cast in favour of) the resolutions relating to the Scheme at the Court
Meeting and at the General Meeting (or, if AUK Investments decides to
implement the Increased Offer by means of a Takeover Offer instead of by way
of the Scheme, to accept (or procure acceptances of) such Takeover Offer) in
respect of the following interests in Hyder Shares:
Name Number of Hyder Shares % of Hyder Shares in issue (excluding shares under option or award) Number of Hyder Shares under option
or award
Sir Alan Thomas 209,557 0.54 -
Lady Thomas (Angela) 667,223 1.71 -
TOTAL 876,780 2.25 -
The irrevocable undertakings given by the Hyder Directors and Hyder
Shareholders listed above will, in each case, cease to be binding:
(a) if the Scheme Document or Takeover Offer Document (as the case
may be) has not been posted within 28 days of the issue of the announcement of
the Initial ARCADIS Offer (or within such longer period as ARCADIS, with the
consent of the Panel, determines), provided that if ARCADIS elects to exercise
its right to implement the Increased Offer by way of a Takeover Offer, this
period will be extended to refer to within 28 days of the issue of the press
announcement announcing the change in structure (or such other date for the
posting of the Takeover Offer Document as the Panel may require); and
(b) on the earlier of: (i) the Long Stop Date; and (ii) the date on
which the Scheme or Takeover Offer lapses in accordance with its terms, save
where the Scheme has lapsed but AUK Investments has switched to a Takeover
Offer in accordance with the City Code.
The irrevocable undertakings given by the Hyder Directors listed above will
also terminate at the point the sale of their Hyder Shares to ARCADIS
completes.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
"Acer Group Pension Scheme" Hyder's principal UK defined benefit scheme, for which the sponsoring employer is Hyder Consulting (UK) Limited;
"ARCADIS" ARCADIS N.V., a public company with limited liability incorporated in the Netherlands, registered with the Dutch Chambers of Commerce under number 09051284;
"ARCADIS Directors" the directors appointed to the Board of ARCADIS;
"ARCADIS Group" ARCADIS and its subsidiaries and subsidiary undertakings (including AUK Investments);
"ARCADIS Parties" ARCADIS and AUK Investments;
"AUK Investments" ARCADIS UK Investments B.V., a private company incorporated in The Netherlands, registered with the Dutch Chambers of Commerce under number 61170321;
"Board of ARCADIS" executive board of directors of ARCADIS;
"Board of Hyder" board of directors of Hyder;
"Business Day" a day (other than Saturdays, Sundays and public or bank holidays in the UK) on which banks are open for business in the City of London;
"Callison" Callison, LLC;
"Capital Reduction" the proposed reduction of Hyder's share capital provided for by the Scheme;
"City Code" or "Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing middle market price of a Hyder Share on a particular dealing day as derived from the Daily Official List;
"Companies Act" the Companies Act 2006, as amended from time to time;
"Conditions" the conditions to the implementation of the Increased Offer, as set out in Appendix I to this announcement and to be set out in the Scheme Document or, if applicable, the Takeover Offer Document and "Condition" means any of them;
"Confidentiality Agreement" has the meaning given to it in paragraph 13 of this announcement;
"Continental Europe" Europe excluding the United Kingdom, the Isle of Man, the Channel Islands, Ireland and Iceland;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of Hyder Shareholders to be convened pursuant to an order of the Court under the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof;
"Court Orders" the Scheme Court Order and the Reduction Court Order and "Court Order" means either of them;
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755));
"Daily Official List" the Daily Official List of the London Stock Exchange;
"Dealing Day" a day on which dealing in domestic securities may take place on, and with the authority of, the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code;
"Disclosed" information:(a) which has been fairly disclosed in writing by or on behalf of Hyder to AUK Investments or its advisers prior to the date of this announcement in connection with this announcement;(b) which has been Publicly Announced; (c)
which is set out in Hyder's interim management statement issued on 31 July 2014; or(d) set out in this announcement;
"Disclosure Table" details of offeree companies and offerors currently in an Offer Period published by the Panel under Rule 8 of the Code;
"EPS" earnings per share;
"EBITDA" earnings before interest, tax, depreciation and amortisation excluding acquisition costs, contingent consideration adjustments and exceptional items;
"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;
"Emerging Markets" includes countries in Latin America, the Middle East and Asia;
"Enlarged Group" the ARCADIS Group, together with Hyder and the other members of the Hyder Group, following the completion of the Increased Offer;
"Enterprise Value" calculated as diluted equity value plus financial net debt / (cash) and pension deficit;
"Forms of Proxy" the forms of proxy for use at the Court Meeting and the General Meeting which will accompany the Scheme Document;
"General Meeting" the general meeting of Hyder Shareholders (including any adjournment thereof) to be convened in connection with the Scheme;
"Hyder" Hyder Consulting PLC, incorporated in England and Wales with registered number 00768087;
"Hyder Directors" the directors of Hyder;
"Hyder Final Dividend" the final dividend of 8.5 pence per Hyder Share proposed by the Hyder Directors in Hyder's final results announcement dated 11 June 2014 for the financial year ended 31 March 2014 and which, following approval by Hyder Shareholders at the Hyder annual
general meeting held on 1 August 2014, was paid on 8 August 2014 to Hyder Shareholders on the register of members of Hyder at 11 July 2014;
"Hyder Group" Hyder and its subsidiaries and subsidiary undertakings;
"Hyder Share Option Schemes" (a) the Hyder Consulting PLC Executive Share Option Scheme (2002); and(b) the LTIP;
"Hyder Shareholders" or "Shareholders" the registered holders of Hyder Shares;
"Hyder Shares" the ordinary shares of ten pence each in the capital of Hyder;
"HSBC" HSBC Bank plc;
"IFRS" International Financial Reporting Standards;
"Increased Offer" the recommended increased cash offer being made by AUK Investments to acquire the entire issued and to be issued ordinary share capital of Hyder not already held by the ARCADIS Group to be effected by means of the Scheme (and, where the context admits, any
subsequent revision, variation, extension or renewal thereof) or by the Takeover Offer under certain circumstances described in this announcement;
"Increased Offer Price" 730 pence in cash per Hyder Share;
"Initial ARCADIS Offer" the initial recommended cash offer made by AUK Investments that was announced on 31 July 2014 to acquire the entire issued and to be issued ordinary share capital of Hyder which was proposed to be effected by means of a scheme of arrangement under Part 26
of the Companies Act or by a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act under certain circumstances described in that announcement;
"Investec" Investec Bank plc;
"Listing Rules" the rules and regulations made by the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 5.00 p.m. (London time) on 31 January 2015 (or such later time and/or date as may be agreed, with the consent of the Panel, by AUK Investments and Hyder and the Court may allow);
"LTIP" the Hyder Consulting PLC 2006 Long Term Incentive Plan (as amended);
"Nippon Koei" Nippon Koei Co., Ltd;
"Nippon Koei Bidco" Nippon Koei UK Topco Limited;
"Nippon Koei Offer" the recommended cash offer made by Nippon Koei UK Topco Limited that was announced on 8 August 2014 to acquire the entire issued and to be issued ordinary share capital of Hyder which was proposed to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act or by a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act under certain circumstances described in that announcement;
"NYSE Euronext" NYSE Euronext, a subsidiary of Intercontinental Exchange Group, Inc.;
"Offer Period" the offer period (as defined by the Code) relating to Hyder, which commenced on 31 July 2014 (being the date of the announcement of the Initial ARCADIS Offer);
"Official List" the Official List maintained by the UKLA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code;
"Operating EBITA" earnings before interest, tax and amortisation excluding restructuring, integration and acquisition costs;
"Overseas Shareholders" Hyder Shareholders (or nominees of, or custodians or trustees for, Hyder Shareholders) not resident in, or nationals or citizens of, the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Phase 2 CMA reference" has the same meaning as in the Code;
"Publicly Announced" disclosed:(a) in any public announcement by or on behalf of Hyder to any Regulatory Information Service on or before 5.00 p.m. (London time) on the Business Day immediately before the date of this announcement; or(b) in the Annual Report and
Accounts of Hyder for the year ended 31 March 2014;
"Reduction Court Order" the order of the Court under Section 648 of the Companies Act confirming the Capital Reduction;
"Reduction Record Time" the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. (London time) on the Business Day immediately preceding the date on which the Reduction Court Order is made;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" a regulatory information service that is approved by the Financial Conduct Authority and is on the list maintained by the Financial Conduct Authority in LR App 3 to the Listing Rules;
"Restricted Jurisdiction" subject always to the requirements of Rule 23.2 of the City Code in relation to the distribution of offer documentation to jurisdictions outside the UK, any jurisdiction where extension or acceptance of the Increased Offer may result in significant risk of
civil, regulatory or criminal exposure in that jurisdiction;
"Rothschild" N M Rothschild & Sons Limited, trading as Rothschild;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between Hyder and the Hyder Shareholders in connection with the Increased Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to
by Hyder and AUK Investments;
"Scheme Court Hearing" the hearing of the Court to sanction the Scheme under Part 26 of the Companies Act;
"Scheme Court Order" the order of the Court sanctioning the Scheme under Part 26 of the Companies Act;
"Scheme Document" the document to be sent to Hyder Shareholders containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" the Hyder Shares:(a) in issue at the date of the Scheme Document;(b) (if any) issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and(c) (if any) issued at or after the Scheme Voting Record Time but on or
before the Reduction Record Time, either on terms that the original or any subsequent holders of such shares are to be bound by the Scheme or in respect of which their holders are, or shall have agreed in writing to be, bound by the Scheme,in each case,
other than Hyder Shares (if any) legally or beneficially owned by any member of the ARCADIS Group;
"Scheme Voting Record Time" the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. (London time) on the day which is two days before the Court Meeting or, if the Court Meeting is
adjourned, 6.00 p.m. (London time) on the day which is two days before the date of such adjourned Court Meeting;
"Shareholder Meetings" the Court Meeting and the General Meeting, and "Shareholder Meeting" means either of them;
"Significant Interest" in relation to an undertaking, a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act) of such undertaking;
"Takeover Offer" should the Increased Offer be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the takeover offer to be made by or on behalf of AUK Investments to acquire for cash the entire issued and to be issued ordinary
share capital of Hyder not already held by the ARCADIS Group and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;
"Takeover Offer Document" should the Increased Offer be implemented by means of the Takeover Offer, the document to be sent to Hyder Shareholders which will contain, inter alia, the terms and conditions of the Takeover Offer;
"UK Listing Authority" or "UKLA" the Financial Conduct Authority as the authority for listing in the United Kingdom;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;
"Volume Weighted Average Price" the volume weighted average of the per share trading prices of Hyder Shares on the London Stock Exchange as reported through Bloomberg;
"Wider ARCADIS Group" ARCADIS and its subsidiary undertakings (including AUK Investments), associated undertakings and any other undertaking in which ARCADIS and/or such undertakings (aggregating their interests) have a Significant Interest; and
"Wider Hyder Group" Hyder and its subsidiary undertakings, associated undertakings and any other undertaking in which Hyder and/or such undertakings (aggregating their interests) have a Significant Interest.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the Companies
Act and "associated undertaking" has the meaning given by paragraph 19 of
Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "Euro", "E" or "cents" are to the lawful currency of the
member states of the European Union that adopt the single currency in
accordance with the EC Treaty.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
1 Converted at an exchange rate of E1: USD1.3259 (based on Bloomberg on 20
August 2014)
2 Converted at an exchange rate of £1: E1.2515 (based on Bloomberg on 20
August 2014)
This information is provided by RNS
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