TIDMCOST
RNS Number : 7983B
Costain Group PLC
24 February 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING
UNDER RULE 2.4 OF THE TAKEOVER CODE (THE "CODE"). IT DOES NOT
REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE
CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL
ULTIMATELY BE MADE.
Costain Group PLC
("Costain" or the "Group")
Response to announcement by Mouchel Group plc ("Mouchel")
This is an announcement falling under Rule 2.4 of the Code. It
does not represent a firm intention to make an offer under Rule 2.5
of the Code. Accordingly, there can be no certainty that any offer
will ultimately be made.
The Board of Costain notes the announcement by Mouchel earlier
today and confirms that Costain is not the party which is in
advanced discussions with Mouchel.
Following the completion of comprehensive initial due diligence,
including management meetings with Mouchel, the Board of Costain
confirms that it approached the Board of Mouchel on 17 February
2011 with a revised proposal* to make a recommended share and cash
offer for the entire issued and to be issued share capital of
Mouchel.
Costain is fully committed to delivering its 'Choosing Costain'
strategy and is progressing a number of options.
* The making of any offer will be subject to a number of
pre-conditions, including the satisfactory completion of due
diligence and the recommendation of the Board of Mouchel. Costain
reserves the right to waive any or all of such pre-conditions. In
addition, Costain reserves the right to make an offer at an
exchange ratio and / or level of cash on less favourable terms in
the event that (i) the Board of Mouchel agrees and recommends any
such change, (ii) a third party announces a firm intention to make
an offer for Mouchel, or (iii) Mouchel announces, declares or pays
a dividend or any other distribution or other payments to its
shareholders, in which case there would be an equivalent reduction
in the value of Costain's offer. Further, Costain reserves the
right to vary the form and/or mix of consideration and/or introduce
other forms of consideration.
Enquiries:
Costain Group PLC Tel: +44 1628 842
444
Andrew Wyllie, Chief Executive
Tony Bickerstaff, Finance Director
Graham Read, Communications Director
Investec Investment Banking (Financial Tel: +44 20 7597
adviser & broker to Costain) 5970
David Currie
Charles Batten
James Rudd
College Hill (PR adviser to Costain) Tel: +44 20 7457
2020
Mark Garraway
Mike Davies
A copy of this announcement will shortly be available, free of
charge, on the Group's website at www.costain.com
Investec (which is authorised and regulated in the United
Kingdom by the Financial Services Authority) is acting exclusively
for Costain and for no one else in connection with the possible
offer and will not be responsible to anyone other than Costain for
providing the protections afforded to Investec clients nor for
providing advice in relation to the possible offer orany other
matters referred to in this announcement.
This announcement does not constitute an offer to purchase any
securities, or an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any offer to purchase or
sell securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. No offering of securities
may be made in the United States except pursuant to registration
under the US Securities Act of 1933 or an exemption from
registration.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements. If you are resident outside
the UK, you are responsible for first satisfying yourself as to the
full observance of the laws and regulatory requirements of your
jurisdiction.
Unless otherwise determined by Costain, this announcement and
any proposed offer will not be made, directly or indirectly, in or
into any jurisdiction where to do so would violate the laws of that
jurisdiction (a "Restricted Jurisdiction") or the United States, or
by the use of any means or instrumentally (including, without
limitation, telex, facsimile transmission, telephone, internet or
other forms of electronic communication) of interstate or foreign
commerce, or of any facility of a national securities exchange of
any Restricted Jurisdiction or the United States. Unless so
determined by Costain, the proposed offer will not be capable of
acceptance by any such use, means or instrumentally or facility of
any Restricted Jurisdiction or the United States.
Copies of this announcement and documents relating to any offer
will not be, and must not be, directly or indirectly, mailed or
otherwise forwarded (including, without limitation, by telex,
facsimile transmission, telephone, internet or other forms of
electronic communication), distributed or sent in, into or from any
Restricted Jurisdiction or the United States.
Forward looking statements
This announcement contains statements about Costain and Major
that are or may be forward looking statements. 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, among other things: the expected benefits of the
proposed combination of Costain and Major.
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, including, among others, risks relating to the
successful combination of Major with Costain; higher than
anticipated costs relating to the combination of Major with
Costain; and facts relating to Major that may impact the timing or
amount of benefit realised from the combination that are unknown to
Costain. 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 hereof. Costain disclaims any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
Disclosure requirements of the 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 paper 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 paper
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 paper 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper 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 pm (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 paper
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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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