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 3
06/09/2014 22:42
- Part 3: For the preceding part double click ID:nRSe8349Nb
"Conditions" the conditions to the implementation of the 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 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, if approved by Hyder Shareholders at the Hyder annual general
meeting to be held on 1 August 2014, is expected to be paid on or around 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;
"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);
"NYSE Euronext" NYSE Euronext, a subsidiary of Intercontinental Exchange Group, Inc.;
"Offer" the recommended cash offer being made by AUK Investments to acquire the entire issued and to be issued ordinary share capital of Hyder 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;
"Offer Period" the offer period (as defined by the Code) relating to Hyder, which commenced on 31 July 2014 (being the date of this announcement);
"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 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 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;
"T. Rowe" T. Rowe Price International Ltd.;
"Takeover Offer" should the 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 and, where the context admits, any subsequent revision, variation, extension or renewal of such takeover offer;
"Takeover Offer Document" should the 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.
This information is provided by RNS
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