REG - Arcadis NVHyder Consulting PLC - Revised cash offer for Hyder Consulting PLC <Origin Href="QuoteRef">ARDS.AS</Origin> <Origin Href="QuoteRef">HYC.L</Origin>

Arcadis NVAnnouncement

29/10/2014 09:21

RNS Number : 9579Q
Arcadis NV
05 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 SUCH JURISDICTION
5 September 2014
REVISED 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
 ARCADIS announces the acquisition of an additional 3,734,808 Hyder Shares from a single shareholder, representing approximately 9.6 per cent. of the existing issued ordinary share capital of Hyder, at 750 pence per Hyder Share.
 ARCADIS and AUK Investments have now acquired, agreed to acquire or received irrevocable undertakings in respect of 10,979,887 Hyder Shares, representing, in aggregate, approximately 28.2 per cent. of Hyder's issued ordinary share capital.
 Accordingly, ARCADIS announces a revised cash offer by its wholly-owned subsidiary, AUK Investments, to acquire the entire issued and to be issued ordinary share capital of Hyder not already held by ARCADIS at 750 pence per Hyder Share.
1. Purchase of additional Hyder Shares
The Board of ARCADIS N.V. ("ARCADIS") announces that ARCADIS has today acquired beneficial ownership in respect of an additional 3,734,808 shares in the capital of Hyder Consulting PLC ("Hyder") from a single shareholder, representing approximately 9.6 per cent. of the existing issued ordinary share capital of Hyder on 4 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 confirms that it has now acquired, in total, 9,819,970 Hyder Shares, representing approximately 25.2per cent. of Hyder's issued ordinary share capital as at 4 September 2014 (being the latest practicable date prior to this announcement).
As announced on 21 August 2014, all Hyder Directors who hold Hyder Shares (and, in the case of Ivor Catto, his wife) previously agreed on 21 August 2014 to sell their entire beneficial holdings in Hyder Shares to ARCADIS at 730 pence per Hyder Share. It is expected that these transactions will complete shortly following this announcement at a price of 730 pence per Hyder Share in accordance with the terms of those agreements. The Hyder Directors' beneficial holdings total 283,137 Hyder Shares, representing approximately 0.7 per cent. of the ordinary share capital of Hyder in issue on 4 September 2014 (being the latest practicable date prior to this announcement).
Accordingly, ARCADIS has acquired or agreed to acquire 10,103,107 Hyder Shares, representing approximately 25.9 per cent. of the ordinary share capital of Hyder in issue on 4 September 2014 (being the latest practicable date prior to this announcement).
ARCADIS confirms that it will make a Dealing Disclosure, setting out the details required to be disclosed under Rule 8.4 of the City Code, by no later than 12:00pm (London time) on 8 September 2014 (being the business day following the dealing of such securities).
AUK Investments confirms that on 1 August 2014 it made an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.
2. Revised cash offer
Following the acquisition by ARCADIS of Hyder Shares at the Revised Offer Price, ARCADIS confirms that ARCADIS UK Investments B.V. ("AUK Investments"), a wholly-owned subsidiary of ARCADIS, will make a revised cash offer at the Revised Offer Price to acquire the entire issued and to be issued ordinary share capital of Hyder not already held by ARCADIS (the "Revised Offer").
The Revised Offer Price of 750 pence per Hyder Share values the entire issued and to be issued ordinary share capital of Hyder at approximately 296 million and represents:
 a premium of approximately 59.8 per cent. to the Closing Price per Hyder Share of 469 pence on 30 July 2014 (being the latest date prior to commencement of the Offer Period); and
 a premium of approximately 61.7 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 date prior to commencement of the Offer Period).
It is intended that the Revised Offer will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). 
As announced on 21 August 2014, 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.
Save as set out in this announcement, the Revised Offer is subject to the same terms and conditions as the Increased Offer set out in the scheme document which was posted to Hyder Shareholders on 2 September 2014 (the "Scheme Document"). The Revised Offer is a revision to the Increased Offer and shall be construed accordingly.
In accordance with Rule 32.1 of the Code, ARCADIS anticipates that a revised Scheme Document (the "Revised Scheme Document") containing such details of the Revised Offer as are required by the Panel will be published by Hyder in due course.
3. Irrevocable undertakings
As announced on 21 August 2014, pending completion of the Hyder Directors' sale of their entire beneficial holdings in Hyder Shares to ARCADIS, and save in the case of Elizabeth Astall, who does not have any interest in Hyder Shares, each of the Hyder Directors (and, in the case of Ivor Catto, his wife) 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, 283,137 Hyder Shares, representing in aggregate approximately 0.7 per cent. of the issued ordinary share capital of Hyder as at 4 September 2014 (being the latest practicable date prior to this announcement). Such Hyder Directors (and, in the case of Ivor Catto, his wife) have also undertaken that, if following this announcement, AUK Investments decides to implement the Revised 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 283,137 Hyder Shares.
In addition, AUK Investments continues to retain the benefit of irrevocable undertakings in respect of 876,780 Hyder Shares, representing approximately 2.3 per cent. of Hyder's issued ordinary share capital as at 4 September 2014 (being the latest practicable date prior to this announcement) received from Sir Alan Thomas, the former Chairman of Hyder, and his wife 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) or, if the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of such Takeover Offer.
Accordingly, in aggregate, ARCADIS and AUK Investments have acquired, agreed to acquire or received irrevocable undertakings on the terms set out above in respect of, in total, 10,979,887 Hyder Shares, representing, in aggregate, approximately 28.2per cent. of Hyder's issued ordinary share capital as at 4September 2014 (being the latest practicable date prior to this announcement).
Further details of all irrevocable undertakings received by AUK Investments (including details of the circumstances in which the irrevocable undertakings will cease to be binding) are set out in Appendix II to this announcement.
4. Financing
AUK Investments is providing the cash consideration payable under the Revised Offer from an acquisition financing facility arranged by HSBC Bank plc, ING Bank N.V. and BNP Paribas Fortis SA/NV and which was originally provided to ARCADIS for the purposes of the Initial ARCADIS Offer but which has since been amended for the purposes of implementing the Increased Offer and which, on its terms, is available to implement the Revised Offer. 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 Increased Offer, but excluding any change in consideration to be offered in respect of the Hyder Shares.
Further information on the financing of the Revised Offer will be set out in the Revised Scheme Document. 
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 Revised Offer. 
5. General
The summary of offer-related arrangements included in the announcement dated 21 August 2014 in respect of the Increased Offer (the "Increased Offer Announcement") applies without amendment in respect of the Revised Offer. The documents listed in the Increased Offer Announcement as being available on ARCADIS' and Hyder's websites continue to be available without amendment at www.arcadis.com and www.hyderconsulting.com and will remain available until the end of the Offer Period. 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.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Increased Offer Announcement (and shall be deemed to be amended as appropriate to reflect any terms which are defined in this announcement).
Enquiries
ARCADIS
+31 (0) 20 201 1083

Joost Slooten

HSBC Bank plc (Financial Adviser to ARCADIS) 
Rothschild (Financial Adviser to ARCADIS)
+44 (0) 207 991 8888
+44 (0) 207 280 5000
Simon Alexander
Jurriaan de Munck
James Pincus
Alex Thomas
Paul Simpson
Neil Thwaites
Jonathan Slaughter
Brunswick (Public Relations Adviser to ARCADIS)

+44 (0) 207 404 5959

Michael Harrison
Azhar Khan
Marleen Geerlof



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.
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 Revised Offer or otherwise. The Revised Offer will be made solely by means of the Revised Scheme Document, or any other document by which the Revised Offer is made, which will contain the full terms and Conditions of the Revised Offer, including details of how to vote in respect of the Scheme.
Any approval, decision or other response to the Revised Offer should be made only on the basis of the information in the Revised Scheme Document or any other document by which the Increased Offer is made. Hyder will prepare the Revised Scheme Document to be distributed to Hyder Shareholders. Hyder, ARCADIS and AUK Investments urge Hyder Shareholders to read the Revised Scheme Document when it becomes available because it will contain important information relating to the Revised Offer. It is expected that the Revised Scheme Document (including notices of the Shareholder Meetings) together with the relevant Forms of Proxy, will be posted to Hyder Shareholders in due course.
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 Revised 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 Revised 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 Revised 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 Revised Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Revised 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 Revised 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 Revised Offer is implemented by way of a Takeover Offer, theTakeover 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 theTakeover Offerwill not be capable of acceptance from or within any Restricted Jurisdiction or by any such use, means, instrumentality or facilities.
The availability of the Revised 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 Revised 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 Revised 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 Revised Offer by way of a Takeover Offer and determines to extend the Increased Offer into the United States, the Revised 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 Revised 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 Revised 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 8 September 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 Revised Offer should be in hard copy form. 
APPENDIX I
SOURCES OF INFORMATION AND BASES OF CALCULATION
i. The value of the Revised Offer is calculated on the basis of the fully diluted share capital of Hyder as set out in paragraph (iii) below. 
ii. As at the close of business on 4 September 2014, being the last dealing day prior to the date of this announcement, Hyder had in issue 38,943,414 Hyder Shares.
iii. The fully diluted share capital of Hyder (being 39,422,928 Hyder Shares) is calculated on the basis of:
(a) the number of issued Hyder Shares referred to in paragraph (ii) above; and
(b) any further Hyder Shares which may be issued on or after the date of this announcement following the exercise of options or vesting of awards under the Hyder Share Option Schemes, amounting in aggregate to up to 479,514 Hyder Shares.
iv. Unless otherwise stated, all Closing Prices of Hyder Shares are closing middle market quotations of a Hyder Share derived from the Daily Official List for the relevant dates.
v. All share prices expressed in pence have been rounded to the nearest penny and all percentages have been rounded to one decimal place (other than the percentages in Appendix II which have been rounded to the nearest two decimal places).
APPENDIX II
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 Revised 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 Revised 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 Revised 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 Revised 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.

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