REG - Arcadis NVHyder Consulting PLC - RECOMMENDED CASH OFFER FOR HYDER CONSULTING PLC <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin> - Part 1

Arcadis NVAnnouncement

06/09/2014 22:42

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RNS Number : 8349N
Arcadis NV
31 July 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 SUCH JURISDICTION 
 
31 July 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 
 
Highlights 
 
·      The Boards of ARCADIS N.V. ("ARCADIS") and Hyder Consulting PLC
("Hyder") are pleased to announce that they have reached agreement on the
terms of a recommended cash offer pursuant to which ARCADIS UK Investments
B.V. ("AUK Investments"), a wholly-owned subsidiary of ARCADIS, will acquire
the entire issued and to be issued ordinary share capital of Hyder. The Offer
is intended to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act. 
 
·      Under the terms of the Offer, Hyder Shareholders will be entitled to
receive: 
 
 for each Hyder Share  650 pence in cash  
 
 
·      The Offer values the entire issued and to be issued ordinary share
capital of Hyder at approximately £256.2 million and represents: 
 
−              a premium of approximately 38.5 per cent. to the Closing Price
per Hyder Share of 469 pence on 30 July 2014 (being the latest practicable
date prior to this announcement); 
 
−              a premium of approximately 40.2 per cent. to the Volume
Weighted Average Price per Hyder Share of 464 pence during the 3 month period
to 30 July 2014 (being the latest practicable date prior to this
announcement); and 
 
−              an Enterprise Value to EBITDA multiple of 11.2 times Hyder's
2014 EBITDA of £23.6 million. Including the realisation of synergies by
year-end 2016, the Enterprise Value of the Offer is 6.9 times Hyder's 2014
EBITDA 
 
·      The transaction is expected to be accretive to ARCADIS' EPS within the
first full year after the Offer completes. 
 
·      The ARCADIS Directors believe there is a compelling strategic rationale
for the combination of Hyder and ARCADIS: 
 
−             the acquisition of Hyder is a natural step in the evolution of
ARCADIS as the world's leading global design and consultancy firm; 
 
−             the addition of Hyder's leading design and engineering
capabilities strengthens ARCADIS' integrated service offering in specific
market sectors (infrastructure, buildings, water, natural resources) and
geographies; 
 
−             the Enlarged Group will have a wider customer base, which the
ARCADIS Directors believe will benefit from ARCADIS' greater scope and
increased scale, bringing them new services and expertise; 
 
−             ARCADIS and Hyder operate in highly complementary geographies,
strengthening ARCADIS' positions across key geographies, and establishing a
footprint in new target markets sooner than previously anticipated; 
 
−             Hyder's global design excellence centres will provide ARCADIS
with a strong base for its own global worksharing programme; 
 
−             the Enlarged Group will be able to achieve significant revenue
and cost synergies including savings through the use of global design
excellence centres; and 
 
−             ARCADIS and Hyder have a strong cultural fit and share core
values; ARCADIS will benefit from being able to leverage the best talent
across both businesses, whilst employees of the Enlarged Group will enjoy the
significant career opportunities presented in a larger company. 
 
·      AUK Investments is providing the cash consideration payable under the
Offer from a new acquisition financing facility arranged by HSBC, ING Bank
N.V. and BNP Paribas Fortis SA/NV for these purposes. 
 
·      The Hyder Directors, who have been so advised by Investec, consider the
terms of the Offer to be fair and reasonable. In providing advice to the Hyder
Directors, Investec has taken into account the commercial assessments of the
Hyder Directors. 
 
·      Accordingly, the Hyder Directors intend unanimously to recommend that
Hyder Shareholders vote in favour of the resolutions relating to the Scheme at
the Court Meeting and at the General Meeting as those Hyder Directors who hold
Hyder Shares (and, in the case of Sir Alan Thomas and Ivor Catto, their wives)
have irrevocably undertaken to do in respect of their own beneficial holdings
of, in total, 1,159,917 Hyder Shares representing, in aggregate, approximately
3.0 per cent. of the ordinary share capital of Hyder in issue on 30 July 2014
(being the latest practicable date prior to this announcement). Further
details of these irrevocable undertakings are set out in Appendix III to this
announcement. 
 
·      AUK Investments has received letters of intent to vote in favour of the
resolutions relating to the Scheme at the Court Meeting and at the General
Meeting from Aberforth Partners LLP ("Aberforth") and
T. Rowe Price International Ltd. ("T. Rowe"), in respect of a total of
4,963,613 Hyder Shares, representing, in aggregate, approximately 12.8 per
cent. of the ordinary share capital of Hyder in issue on 30 July 2014 (being
the latest practicable date prior to this announcement). 
 
·      Therefore, AUK Investments has received, in total, irrevocable
undertakings and letters of intent in respect of a total of 6,123,530 Hyder
Shares, representing, in aggregate, 15.7 per cent. of the ordinary share
capital of Hyder in issue on 30 July 2014 (being the latest practicable date
prior to this announcement). 
 
·      ARCADIS, a company incorporated in The Netherlands, founded in 1888, is
the leading global natural and built asset design and consultancy firm,
working in partnership with its clients to deliver exceptional and sustainable
outcomes through the application of design, consultancy, engineering, project
and management services. ARCADIS differentiates itself through its talented
and passionate people and its unique combination of capabilities covering the
whole asset life cycle, its deep market sector insights and its ability to
integrate health and safety and sustainability into the design and delivery of
solutions across the globe. ARCADIS is publicly listed on the NYSE Euronext
Amsterdam with a market capitalisation of approximately E1.74 billion as at 30
July 2014. ARCADIS reported gross revenues and Operating EBITA for the year
ended 31 December 2013 of E2.5 billion and E188.4 million respectively, has
approximately 22,000 employees and operates globally with a presence in North
America, Emerging Markets, Continental Europe and the United Kingdom. 
 
·      Hyder is one of the world's longest established engineering
consultancies, with a heritage that spans over two centuries. Headquartered in
the UK, Hyder operates in Asia, Australia, the Middle East, Germany and the
United Kingdom. Hyder employs approximately 4,500 people and applies global
expertise coupled with local knowledge to create award winning solutions for
the transport, property, utilities and environment sectors. Hyder has been
listed on the London Stock Exchange since 2002, and reported revenues and
EBITDA for the year ended 31 March 2014 of £296.8 million and £23.6 million
respectively. 
 
·      Further details of the Offer and the Scheme will be contained in the
Scheme Document which will be despatched to Hyder Shareholders and, for
information purposes only, to participants in the Hyder Share Option Schemes
as soon as reasonably practicable. 
 
Commenting on the Offer, Neil McArthur, Chief Executive Officer of ARCADIS
said: 
 
"Hyder is a unique company with a long history of being involved in the
leading edge of design and engineering. Through the transaction we see an
excellent opportunity to better serve our clients by further deepening our
capabilities in global design and engineering in growth markets whilst
creating exciting career opportunities afforded by a stronger global growth
platform for staff in both companies. The transaction will create value for
ARCADIS shareholders by accelerating our sustainable growth strategy and
through the synergy opportunities that arise from the combination." 
 
Commenting on the Offer, Ivor Catto, Chief Executive of Hyder said: 
 
"ARCADIS' recommended cash offer announced today represents a significant
premium to Hyder's current share price. Although the Board believes that Hyder
has a strong future as an independent business, it considers that this cash
offer substantially recognises Hyder's growth prospects, and provides
certainty, in cash, to our shareholders today. The resultant group should also
provide further opportunities for our highly valued clients and staff." 
 
This summary should be read in conjunction with, and is subject to, the full
text of this announcement (including its Appendices). The Offer will be
subject to the Conditions and further terms set out in Appendix I to this
announcement and to the full terms and conditions to be set out in the Scheme
Document. Appendix II to this announcement contains further details of the
sources of information and bases of calculations set out in this announcement.
Appendix III contains a summary of the irrevocable undertakings and letters of
intent received by AUK Investments. Appendix IV contains definitions of
certain expressions used in this summary and in this announcement. 
 
Analyst call 
 
ARCADIS will hold an analyst call on 31 July 2014 at 9:30am/10:30am (London
time/Central European Time) to discuss the Offer. The call may be accessed by
dialling +44 (0) 203 427 1925 from the UK and
+31 (0) 20 716 8250 from The Netherlands. The participant passcode is
9995203. 
 
Enquiries 
 
 ARCADIS+31 (0) 20 201 1083                                     Hyder+44 (0) 203 014 9000                                          
 Joost Slooten                                                  Ivor Catto, Chief ExecutiveRussell Down, Group Finance Director    
                                                                                                                                   
 HSBC Bank plc (Financial Adviser to ARCADIS)                   Investec Bank plc (Financial Adviser and Rule 3 Adviser to Hyder)  
 +44 (0) 207 991 8888                                           +44 (0) 207 597 4000                                               
 Jurriaan de MunckJames PincusAlex Thomas                       Christopher BairdJames IrelandJosh Levy                            
                                                                                                                                   
 Rothschild (Financial Adviser to ARCADIS)+44 (0) 207 280 5000  Numis Securities Limited (Broker to Hyder)+44 (0) 207 260 1000     
 Paul SimpsonNeil ThwaitesJonathan Slaughter                    David PoutneyJames SerjeantStuart Skinner                          
                                                                                                                                   
 Brunswick (Public Relations Adviser to ARCADIS)                Citigate Dewe Rogerson (Public Relations Adviser to Hyder)         
 +44 (0) 207 404 5959                                           +44 (0) 207 282 2945                                               
 Michael HarrisonAzhar KhanMarleen Geerlof                      Ginny Pulbrook                                                     
 
 
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. 
 
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. 
 
This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
The Offer will be made solely by means of the Scheme Document, or any other
document by which the Offer is made, which will contain the full terms and
Conditions of the Offer, including details of how to vote in respect of the
Scheme. 
 
Any approval, decision or other response to the Offer should be made only on
the basis of the information in the Scheme Document or any other document by
which the Offer is made. Hyder will prepare the Scheme Document to be
distributed to Hyder Shareholders. Hyder, ARCADIS and AUK Investments urge
Hyder Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the Offer. It is
expected that the Scheme Document (including notices of the Shareholder
Meetings) together with the relevant Forms of Proxy, will be posted to Hyder
Shareholders as soon as is reasonably practicable and in any event within 28
days of this announcement, unless otherwise agreed with the Panel. 
 
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them. Nothing
contained in this announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Hyder, ARCADIS or AUK
Investments except where otherwise stated. 
 
Please be aware that addresses, electronic addresses and certain information
provided by Hyder Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Hyder may be provided
to ARCADIS and/or AUK Investments during the Offer Period as requested under
Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c). 
 
Overseas Shareholders 
 
The release, publication or distribution of this announcement 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 City 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 Offer relates to shares of an English public limited company and is
proposed to be 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 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 City Code,
and permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
and no person may vote in favour of the Offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Offer 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 Offer (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any such jurisdictions. If the Offer
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 Offer 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 Offer 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 Offer 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
Offer by way of a Takeover Offer and determines to extend the Offer into the
United States, the Offer 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. 
 
Forward looking statements 
 
This announcement contains statements about the ARCADIS Group and Hyder Group
that are or may be deemed to be forward looking statements which are
prospective in nature. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of the ARCADIS Group or Hyder Group, operations and potential synergies
resulting from the Offer; and (iii) the effects of government regulation on
the ARCADIS Group's or Hyder Group's businesses. 
 
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date of this
announcement. Each of the Hyder Group and the ARCADIS Group and each of their
respective members, directors, officers, employees, advisers and any other
persons acting on their behalf, expressly disclaims any obligation to update
any forward looking or other statements contained in this announcement, except
as required by applicable law. Except as expressly provided in this
announcement, statements made in this announcement have not been reviewed by
the auditors of ARCADIS, AUK Investments or Hyder. All subsequent oral or
written forward looking statements attributable to Hyder, ARCADIS or AUK
Investments or any of their respective members, directors, officers,
employees, advisers or any other persons acting on their behalf are expressly
qualified in their entirety by the cautionary statement above. Should one or
more of these risks or uncertainties materialise, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in this announcement. 
 
Disclosure requirements of the City Code 
 
Under Rule 8.3(a) of the 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 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 Takeover 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) 207 638 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 and Availability of Hard Copies 
 
A copy of this announcement and the display documents required to be published
pursuant to Rule 26.1 of the Code will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on ARCADIS' and Hyder's websites at www.arcadis.com and
www.hyderconsulting.com, respectively, by no later than 12.00 p.m. (London
time) on 1 August 2014. Neither the contents of ARCADIS' website, nor those of
Hyder's website, nor those of any other website accessible from hyperlinks on
either ARCADIS' or Hyder's website, are incorporated into or form part of this
announcement. 
 
Any person who is required to be sent this announcement under the City 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 (0) 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 Offer should be in hard copy form. 
 
Rule 2.10 Requirement 
 
In accordance with Rule 2.10 of the Code, Hyder confirms that as at the date
of this announcement, it has in issue and admitted to trading on the main
market of the London Stock Exchange 38,919,164 ordinary shares of ten pence
each. The International Securities Identification Number (ISIN) of the
ordinary shares is GB003207217. 

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 SUCH JURISDICTION 
 
31 July 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 
 
1.     Introduction 
 
The Boards of ARCADIS N.V. ("ARCADIS") and Hyder Consulting PLC ("Hyder") are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer pursuant to which ARCADIS UK Investments B.V. ("AUK
Investments"), a wholly-owned subsidiary of ARCADIS, will acquire the entire
issued and to be issued ordinary share capital of Hyder. 
 
2.     The Offer 
 
It is intended that the Offer will be effected by means of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act. 
 
The purpose of the Scheme is to enable AUK Investments to acquire the whole of
the issued and to be issued ordinary share capital of Hyder. Under the terms
of the Offer, which will be subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the Scheme
Document, Hyder Shareholders will be entitled to receive: 
 
 for each Hyder Share  650 pence in cash  
 
 
The Offer values the entire issued and to be issued ordinary share capital of
Hyder at approximately
£256.2 million and represents: 
 
·      a premium of approximately 38.5 per cent. to the Closing Price per
Hyder Share of 469 pence on 30 July 2014 (being the latest practicable date
prior to this announcement); 
 
·      a premium of approximately 40.2 per cent. to the Volume Weighted
Average Price per Hyder Share of 464 pence during the 3 month period to 30
July 2014 (being the latest practicable date prior to this announcement); and 
 
·      an Enterprise Value to EBITDA multiple of 11.2 times Hyder's 2014
EBITDA of £23.6 million. Including the realisation of synergies by year-end
2016, the Enterprise Value of the Offer is 6.9 times Hyder's 2014 EBITDA 
 
Hyder Shareholders on the register of members of Hyder at 11 July 2014 will
remain entitled to receive and retain the Hyder Final Dividend of 8.5 pence
per Hyder Share which, if approved by Hyder Shareholders at the annual general
meeting to be held on 1 August 2014, is expected to be paid on or around 8
August 2014. Other than the Hyder Final Dividend, no further dividends or
other distributions will be recommended, proposed, declared, made, paid or
payable by Hyder before the Scheme becomes effective, or the Scheme lapses, is
terminated or is withdrawn following the expiration of the Long Stop Date,
whichever is the earlier. 
 
It is expected that the Scheme Document will be published as soon as
reasonably practicable. The Scheme Document will include an expected timetable
of principal events and will specify the action to be taken by Scheme
Shareholders. 
 
3.     Recommendation 
 
The Hyder Directors, who have been so advised by Investec, consider the terms
of the Offer to be fair and reasonable. In providing advice to the Hyder
Directors, Investec has taken into account the commercial assessments of the
Hyder Directors. 
 
Accordingly, the Hyder Directors intend unanimously to recommend that Hyder
Shareholders vote in favour of the resolutions relating to the Scheme at the
Court Meeting and at the General Meeting (or, if the Offer is implemented by
way of a Takeover Offer, to accept or procure acceptance of such Takeover
Offer) as those Hyder Directors who hold Hyder Shares (and, in the case of Sir
Alan Thomas and Ivor Catto, their wives) have irrevocably undertaken to do in
respect of their own beneficial holdings of, in total, 1,159,917 Hyder Shares
representing, in aggregate, approximately 3.0 per cent. of the ordinary share
capital of Hyder in issue on 30 July 2014 (being the latest practicable date
prior to this announcement). 
 
4.     Background to and reasons for the Offer 
 
The Board of ARCADIS believes there is a compelling strategic rationale for
the combination of Hyder and ARCADIS, allowing ARCADIS to accelerate its
growth in key geographies and to leverage its skills across a wider customer
base, generating significant value for shareholders and improved opportunities
for employees of both businesses. 
 
Hyder operates in many complementary geographic territories and market sectors
to ARCADIS. The high degree of geographic fit between ARCADIS and Hyder will
allow the two businesses to improve their respective positions in the UK and
German markets and to strengthen their combined offering in important emerging
markets, notably in the Middle East, and will allow ARCADIS to establish a
footprint in new target markets sooner. Additionally, in regions where both
businesses currently operate, Hyder's design and engineering strength in the
infrastructure, property and water segments provides a compelling strategic
fit with ARCADIS' own capabilities. 
 
Hyder's leading design and engineering services are also highly complementary
to the design, consultancy, engineering, and project management services
offered by ARCADIS, while Hyder's commitment to the creation of global design
excellence centres in the Philippines and India is consistent with ARCADIS'
strategic priorities in its global worksharing programme. The combination will
deepen ARCADIS' integrated service offering, strengthening its core design
capabilities, adding engineering capabilities and the opportunity to grow the
client base of the Enlarged Group. 
 
The Board of ARCADIS therefore expects that the scale of combined operations
will deliver enhanced margins over time and that the organic growth potential
of both businesses will be strengthened by the combination of the two
companies. The Board of ARCADIS expects revenue and earnings growth to be
driven through increased use of Hyder's global design excellence centres and
integrated solutions provision using ARCADIS' project management and
consultancy services and Hyder's design and engineering services. In addition,
cost synergies are expected to be driven through improved utilisation,
optimisation of third party contract services, reduction of real estate
footprint and combined corporate and support functions. 
 
ARCADIS believes that total run-rate annual pre-tax synergies of approximately
£15 million will be realised by the end of 2016, split between revenue growth
and cost synergies, which include savings through the use of the global design
excellence centres. The basis for these synergy expectations is as stated in
Appendix II. 
 
Based on the timing of integration activities, one-off costs of realising the
synergies are currently estimated to be approximately £7 million and are
expected to be incurred as the synergies are realised following the completion
of the Offer. 
 
Including the realisation of expected synergies by year-end 2016, the
Enterprise Value of the Offer is
6.9 times Hyder's 2014 EBITDA. 
 
The transaction is expected to be accretive to ARCADIS' EPS within the first
full year after the Offer completes. 
 
Finally, the Board of ARCADIS believes that Hyder's core corporate values of
client focus, excellence, responsibility and teamwork present a strong
cultural fit with ARCADIS' own commitments to integrity, client focus,
collaboration and sustainability. 
 
5.     Background to and reasons for the recommendation 
 
Hyder is one of the world's longest established engineering consultancies,
with a heritage that spans over two centuries. Hyder has been involved with
many landmark designs across the globe including the Sydney Harbour Bridge,
the Cairo wastewater scheme and London's Tower Bridge. In recent years Hyder
designed the world's tallest building, Burj Khalifa, Australia's Go Between
Bridge, Qatar's Capital Market Tower, Frankfurt Airport's new runway and
Taiwan's high speed rail network and is currently undertaking the design
upgrade of London Bridge Station. Hyder listed on the London Stock Exchange in
2002. 
 
Ivor Catto was appointed as Chief Executive of Hyder in December 2008 and has
led the transformation and execution of the group's strategy. This has been to
offer core services to key clients; operating in geographies where market
dynamics, Hyder's long established track record, and Hyder's professional
expertise differentiates it from its competitors. The current senior
management team, led by Ivor Catto and Russell Down, have implemented common
business systems throughout the Hyder Group and initiated and then rapidly
expanded the global design excellence centres to support Hyder's client facing
operations. These centres now account for almost 20% of Hyder's headcount. 
 
Hyder's results for the year ended 31 March 2014 were affected by delays in
new contract awards in Australia due to the federal elections and a poor year
in Germany. As a result, it was the first time since 2005 that Hyder did not
increase its group adjusted operating profit. Although the results for the
year ended 31 March 2014 were below original expectations, trading in the UK
and the Middle East was strong, Hyder has good bidding opportunities in
Australia and the year-end order book was £440m, the highest to date. Overall,
Hyder has a strong technical skill base and a diversified business while the
flexibility offered by its global design excellence centres allows it to
mobilise resources quickly in areas of growing demand. 
 
The Board of Hyder recently received an unsolicited approach from ARCADIS.
After a period of negotiation between ARCADIS and Hyder, agreement was reached
on the level of today's cash offer price as being capable of recommendation by
the Hyder Board. The Offer represents a significant premium to Hyder's current
share price. Although the Hyder Board believes Hyder has a strong future as an
independent business, it considers that this cash Offer substantially
recognises Hyder's growth prospects and provides certainty, in cash, to Hyder
Shareholders today. 
 
6.     Irrevocable undertakings and letters of intent 
 
Save for Elizabeth Astall, who does not have any interest in Hyder Shares,
each of the Hyder Directors (and, in the case of Sir Alan Thomas and Ivor
Catto, their wives) has irrevocably undertaken to AUK Investments to vote in
favour of the resolutions relating to the Scheme at the Court Meeting and at
the General Meeting (or, where applicable, to procure that votes are cast in
favour of such resolutions at such meetings) in respect of their own
beneficial holdings of, in total, 1,159,917 Hyder Shares, representing in
aggregate approximately 3.0 per cent. of the issued ordinary share capital of
Hyder as at 30 July 2014 (being the latest practicable date prior to this
announcement). Such Hyder Directors (and, in the case of Sir Alan Thomas and
Ivor Catto, their wives) have also undertaken that, if following this
announcement, AUK Investmentsdecides to implement the Offer by means of a
Takeover Offer instead of by way of the Scheme, they will accept such Takeover
Offer (or, where applicable, procure acceptances of such Takeover Offer) in
respect of their own beneficial holdings of 1,159,917 Hyder Shares. 
 
AUK Investments has received letters of intent to vote in favour of the
resolutions relating to the Scheme at the Court Meeting and at the General
Meeting from Aberforth and T. Rowe in respect of a total of 4,963,613 Hyder
Shares, representing, in aggregate, approximately 12.8 per cent. of the
ordinary share capital of Hyder in issue on 30 July 2014 (being the latest
practicable date prior to this announcement). Aberforth has also confirmed its
current intention, if AUK Investments decides to implement the Offer by means
of a Takeover Offer instead of by way of the Scheme, to accept or procure
acceptance of the Takeover Offer in respect of its holding of 3,065,940 Hyder
Shares. 
 
Accordingly, in aggregate, AUK Investments has received irrevocable
undertakings and letters of intent on the terms set out above in respect of,
in total, 6,123,530 Hyder Shares, representing, in aggregate, approximately
15.7 per cent. of Hyder's issued ordinary share capital as at 30 July 2014
(being the latest practicable date prior to this announcement). 
 
Further details of all irrevocable undertakings and letters of intent received
by AUK Investments (including details of the circumstances in which the
irrevocable undertakings will cease to be binding) are set out in Appendix III
to this announcement. 
 
7.     Information on ARCADIS and AUK Investments 
 
ARCADIS, a company incorporated in The Netherlands, founded in 1888, is the
leading global natural and built asset design and consultancy firm working in
partnership with its clients to deliver exceptional and sustainable outcomes
through the application of design, consultancy, engineering, project and
management services. ARCADIS differentiates itself through its talented and
passionate people and its unique combination of capabilities covering the
whole asset life cycle, its deep market sector insights and its ability to
integrate health and safety and sustainability into the design and delivery of
solutions across the globe. ARCADIS is publicly listed on the NYSE Euronext
Amsterdam with a market capitalisation of approximately E1.74 billion as at 30
July 2014. ARCADIS has approximately 22,000 employees and operates globally
with a presence in North America, Emerging Markets, Continental Europe and the
United Kingdom. 
 
ARCADIS reported gross revenues and Operating EBITA for the year ended 31
December 2013 of E2.5 billion and E188.4 million respectively. 
 
AUK Investments is a wholly-owned subsidiary of ARCADIS, incorporated in The
Netherlands for the purpose of implementing the Offer. AUK Investments has not
traded since its incorporation and its sole current activity relates to the
implementation of the Offer. 
 
8.     Information on Hyder 
 
Hyder is one of the world's longest established engineering consultancies,
with a heritage that spans over two centuries. Headquartered in the UK, Hyder
operates in Asia, Australia, the Middle East, Germany and the United Kingdom.
Hyder employs approximately 4,500 people and applies global expertise coupled
with local knowledge to create award winning solutions for the transport,
property, utilities and environment sectors. Hyder has been listed on the
London Stock Exchange since 2002. 
 
Hyder reported revenue and EBITDA for the year ended 31 March 2014 of £296.8
million and £23.6 million respectively. 
 
9.     Intentions for the Enlarged Group 
 
ARCADIS attaches great importance to the skills and experience of the existing
management and employees of Hyder and believes that the acquisition will
provide greater opportunities for employees in the Enlarged Group. 
 
In order to optimise the potential benefits of the combination, ARCADIS
intends to conduct a detailed review following completion of the Offer as to
how best to integrate Hyder into the ARCADIS Group. 
 
The synergy work carried out by ARCADIS to date has identified areas of
potential revenue synergies, including cross-selling opportunities to existing
clients and the potential to create new sales channels as a result of the
businesses' integrated offering. It has also confirmed the potential to
generate cost-savings for the Enlarged Group through improved utilisation,
sourcing optimisation, reduction of real estate footprint as well as cost
reductions in areas of overlapping corporate and support functions, which will
involve limited headcount reductions that are expected to amount to less than
approximately 1% of the current Hyder workforce. ARCADIS has not yet developed
proposals as to how or where such real estate or headcount reductions will be
implemented. 
 
All of the businesses within Hyder will continue to be operated in the normal
course pending the review's conclusions. ARCADIS cannot be certain what, if
any, repercussions there will be on the locations of Hyder's places of
business, any redeployment of Hyder's fixed assets, or the exact number of
employees, all of which will depend on the outcome of the review. 
 
ARCADIS has given assurances to the Hyder Directors that the existing
employment rights of all Hyder employees will be fully safeguarded following
the Scheme becoming effective, and that it intends, following completion of
the transaction, to comply with all pensions obligations in respect of Hyder
employees. 
 
10.  Arrangements between ARCADIS and Hyder management 
 
ARCADIS intends to put in place appropriate incentivisation arrangements for
the current management of Hyder following completion of the Offer. No detailed
discussions have taken place to date between Hyder and ARCADIS in relation to
such arrangements, no agreements or arrangements have been entered into at the
current time, and there will be no further discussions in relation to any such
arrangements during the Offer Period. 
 
11.  Hyder Share Option Schemes 
 
Participants in the Hyder Share Option Schemes will be contacted in due course
regarding the effect of the Offer on their rights under the Hyder Share Option
Schemes. In advance of this, the Hyder Directors confirm that all vested
options granted under Hyder's Executive Share Option Scheme 2002 and all
vested awards under the LTIP are currently exercisable. The proportion of all
outstanding unvested awards under the LTIP that may vest on the Offer
completing shall be determined in accordance with the rules of the LTIP,
including the rule which provides for a reduction on a time pro rata basis in
the number of awards that can vest. Accordingly, were the Offer to complete on
or before the Long Stop Date, a certain number of awards granted under the
LTIP would not vestand, as a consequence, the Hyder Directors confirm that the
maximum number of new Hyder Shares that may need to be allotted and issued to
satisfy options and awards that have vested or may vest on or before the Long
Stop Date under the Hyder Share Option Schemes will be 503,764 new Hyder
Shares. 
 
Appropriate proposals will be made to participants in the Hyder Share Option
Schemes in due course.  Details of the proposals will be set out in the Scheme
Document or, as the case may be, the Takeover Offer Document and in a separate
letter to be sent to participants in the Hyder Share Option Schemes. 
 
12.  Financing 
 
AUK Investments is providing the cash consideration payable under the Offer
from a new acquisition financing facility arranged by HSBC, ING Bank N.V. and
BNP Paribas Fortis SA/NV and provided to ARCADIS for these purposes. Under the
terms of the acquisition facility agreement, ARCADIS has agreed that it shall,
to the extent that doing so would materially and adversely affect the position
of the lenders under the facility, not, without the prior agreement of the
majority lenders and save as required or agreed by the Panel, amend, vary or
waive, in whole or in part, any material term or material Condition of the
Offer, but excluding any change in consideration to be offered in respect of
the Hyder Shares. 
 
ARCADIS will consider options to refinance the new acquisition facility by way
of equity and debt instruments in due course. Further information on the
financing of the Offer will be set out in the Scheme Document. 
 
ARCADIS' net debt to EBITDA ratio (annualised for the twelve months ended 30
June 2014) will increase from 1.3x (as at 30 June 2014) to 2.4x post the
transaction and pre refinancing. Post the transaction and refinancing, ARCADIS
is targeting a net debt to EBITDA ratio of below 2.0x. The basis for these net
debt to EBITDA ratios is as stated in Appendix II. 
 
HSBC and Rothschild, financial advisers to ARCADIS and AUK Investments, are
satisfied that sufficient resources are available to AUK Investments to
satisfy in full the cash consideration payable to Hyder Shareholders under the
terms of the Offer. 
 
13.  Offer Related Arrangements 
 
Confidentiality and Standstill Agreement 
 
ARCADIS and Hyder entered into a confidentiality and standstill agreement on
17 July 2014 (the "Confidentiality Agreement") pursuant to which ARCADIS has
undertaken to keep confidential certain information relating to Hyder and not
to disclose it to third parties (other than to permitted disclosees) unless
required by law or regulation or unless permitted pursuant to other limited
carve-outs to the obligations of confidentiality. These confidentiality
obligations will remain in force until the earliest of: (i) the Scheme
becoming effective; (ii) the date when all the confidential information is in
the public domain; and (iii) 17 July 2019. The Confidentiality Agreement also
contains provisions pursuant to which ARCADIS has agreed not to solicit
certain senior managerial or technical employees of Hyder, subject to
customary carve-outs, prior to 17 July 2015. The Confidentiality Agreement's
standstill provisions ceased to apply upon the publication of this
announcement. 
 
Bid Conduct Agreement 
 
The ARCADIS Parties and Hyder entered into a bid conduct agreement on 31 July
2014 (the "Bid Conduct Agreement"). Pursuant to the Bid Conduct Agreement: (i)
Hyder has undertaken to provide such information and assistance as the ARCADIS
Parties may reasonably require for the purposes of obtaining the German
federal antitrust clearances relevant to the Offer and the ARCADIS Parties and
Hyder have entered into certain mutual commitments in relation to the process
for obtaining such anti-trust clearance; (ii) the ARCADIS Parties and Hyder
have agreed certain matters relating to the treatment of the Hyder Share
Option Schemes and the scope of the proposal to be made by AUK Investments to
participants in such schemes; and (iii) the ARCADIS Parties and Hyder have
agreed certain provisions relating to the Offer if it proceeds by way of
Takeover Offer. 
 
14.  Opening Position Disclosures and Interests 
 
AUK Investments confirms that it is making on the date of this announcement an
Opening Position Disclosure, setting out the details required to be disclosed
by it under Rule 8.1(a) of the Code. 
 
In the interests of maintaining secrecy prior to this announcement, AUK
Investments has yet to complete its enquiries in respect of the matters
referred to in this paragraph of certain parties deemed to be acting in
concert with AUK Investments for the purposes of the Offer. Enquiries of such
parties will be completed as soon as practicable following the date of this
announcement and further disclosures, if any, required in respect of such
parties will be made, in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule
8 of the Code, as soon as possible and in any event by no later than 12.00
p.m. (London time) on 14 August 2014. 
 
15.  Scheme of arrangement 
 
It is intended that the Offer will be effected by means of a Court-sanctioned
scheme of arrangement between Hyder and the Scheme Shareholders under Part 26
of the Companies Act. 
 
The purpose of the Scheme is to provide for AUK Investments to become the
holder of the entire issued and to be issued ordinary share capital of Hyder. 
 
This is to be achieved by the cancellation of the Scheme Shares held by Scheme
Shareholders and the application of the reserve arising from such cancellation
in paying up in full a number of new Hyder Shares (which is equal to the
number of Scheme Shares cancelled), and issuing the same to AUK Investments,
in consideration for which the Scheme Shareholders will receive cash
consideration on the basis set out in paragraph 2 of this announcement. 
 
The Scheme will be subject to the Conditions and further terms set out in
Appendix I to this announcement and to be set out in the Scheme Document. 
 
To become effective, the Scheme must be approved at the Court Meeting by a
majority in number of the Scheme Shareholders present and voting (and entitled
to vote), either in person or by proxy, representing at least 75 per cent. in
value of the Scheme Shares which are voted at the Court Meeting (or any
adjournment thereof), together with the approval of the Court and the passing
at the General Meeting of any resolutions necessary to implement the Scheme
and approve the related Capital Reduction by the requisite majority/ies of
Hyder Shareholders. The General Meeting will be held immediately after the
Court Meeting. 
 
Following the Shareholder Meetings, the Scheme must be sanctioned by the Court
and the associated Capital Reduction must be confirmed by the Court. The
Scheme will only become effective once a copy of the Scheme Court Order, a
copy of the Reduction Court Order and the requisite statement of capital are
delivered to the Registrar of Companies and if so ordered by the Court, the
registration of the Reduction Court Order and the requisite statement of
capital. Subject to satisfaction of the Conditions and the sanction of the
Court, the Scheme is expected to become effective during the fourth quarter of
2014. 
 
The Scheme will lapse if: 
 
·      the Scheme is not duly approved by Scheme Shareholders (or the relevant
class or classes thereof, if applicable) at the Court Meeting and at any
separate class meeting which may be required by the Court or at any
adjournment of any such meeting on or before the 22nd day after the expected
date of the Court Meeting to be set out in the Scheme Document in due course
(or such later date, if any, as AUK Investments and Hyder may agree and the
Court may allow); 
 
·      all resolutions necessary to approve and implement the Scheme and the
Capital Reduction have not been duly passed at the General Meeting or at any
adjournment of that meeting on or before the 22nd day after the expected date
of the General Meeting to be set out in the Scheme Document in due course (or
such later date, if any, as AUK Investments and Hyder may agree and the Court
may allow); 
 
·      the Scheme has not been sanctioned (with or without modification
acceptable to AUK Investments and Hyder), and the Capital Reduction has not
been confirmed, by the Court on or before the 22nd day after the expected date
of the Scheme Court Hearing to be set out in the Scheme Document in due course
(or such later date, if any, as AUK Investments and Hyder may agree and the
Court may allow); or 
 
·      the Scheme does not become effective by the Long Stop Date. 
 
Upon the Scheme becoming effective, it will be binding on all Hyder
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting (and, if they attended and voted, whether
or not they voted in favour) and the cash consideration will be despatched by
AUK Investments to Scheme Shareholders no later than 14 days after the
Effective Date. 
 
The new Hyder Shares to be issued to AUK Investments pursuant to the Scheme
will be issued fully paid and free from all liens, charges, equities,
encumbrances, rights of pre-emption and any other interests of any nature
whatsoever and together with all rights attaching thereto, including voting
rights and the rights to receive and retain in full all dividends and other
distributions declared, made or paid in or after the date of their issue. 
 
Further details of the Scheme, including an indicative timetable for its
implementation and notices of the Court Meeting and the General Meeting, will
be set out in the Scheme Document, which will also specify the action to be
taken by Scheme Shareholders. The Scheme Document, together with the Forms of
Proxy, will be despatched to Hyder Shareholders and, for information purposes
only, to participants in the Hyder Share Option Schemes as soon as reasonably
practicable and, in any event, within 28 days of the date of this announcement
(or such later date as AUK Investments and Hyder may, with the consent of the
Panel, agree). 
 
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the City Code, the Panel, the London Stock Exchange
and the UK Listing Authority. 
 
16.  De-listing and re-registration 
 
Prior to the Scheme becoming effective, Hyder will make an application to the
UKLA for the cancellation of the listing of Hyder Shares on the Official List
and to the London Stock Exchange for cancellation of trading of the Hyder
Shares on its main market for listed securities, in each case to take effect
from or shortly after the Effective Date. The last day of dealings in Hyder
Shares on the main market of the London Stock Exchange is expected to be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date. 
 
On the Effective Date, Hyder will become a wholly-owned subsidiary of AUK
Investments and share certificates in respect of Hyder Shares will cease to be
valid and should be destroyed. In addition, entitlements to Hyder Shares held
within the CREST system will be cancelled on the Effective Date. 
 
It is also proposed that, as soon as reasonably practicable following the
Effective Date and after its shares are delisted, Hyder will be re-registered
as a private limited company. 
 
17.  General 
 
AUK Investments reserves the right, with the prior consent of the Panel, to
elect to implement the acquisition of the entire issued and to be issued share
capital of Hyder by way of a Takeover Offer for the entire issued and to be
issued share capital of Hyder not already held by AUK Investments as an
alternative to the Scheme. In such event, the acquisition will be implemented
on substantially the same terms as those which would apply to the Scheme
(subject to appropriate amendments, including an acceptance condition set at
90 per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as AUK Investments may decide). If
AUK Investments elects to implement the Offer by way of a Takeover Offer, such
Takeover Offer will be made in compliance with all applicable laws and
regulations within the UK, and Hyder Shares will be acquired pursuant to the
Takeover Offer fully paid and free from all liens, charges, equitable
interests, encumbrances and rights of pre-emption and any other interests of
any nature whatsoever, and together with all rights attaching thereto. The
availability of any such Takeover Offer to persons not resident in the United
Kingdom may be affected by the laws of the Relevant Jurisdictions. Such
persons should inform themselves about and observe any applicable
requirements. 
 
If the acquisition 

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