TIDMCOST TIDMMAYG
RNS Number : 9536A
Costain Group PLC
26 March 2013
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: COSTAIN GROUP PLC ("Costain")
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(b) Owner or controller of interests and short positions
disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient
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(c) Name of offeror/offeree in relation to whose relevant MAY GURNEY INTEGRATED SERVICES PLC ("May Gurney")
securities this form relates:
Use a separate form for each party to the offer
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(d) Is the party to the offer making the disclosure the offeror OFFEROR
or the offeree?
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(e) Date position held: 26 MARCH 2013
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(f) Has the party previously disclosed, or is it today YES, ON THE FORM RELATING TO COSTAIN SHARES
disclosing, under the Code in respect
of any other party to this offer?
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary Shares
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Interests Short positions
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Number % Number %
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(1) Relevant securities owned and/or controlled: Nil Nil
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(2) Derivatives (other than options): Nil Nil
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(3) Options and agreements to purchase/sell: Nil Nil
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Nil Nil
TOTAL:
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All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: N/A
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Details, including nature of the rights concerned and relevant percentages: N/A
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If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
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See below
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Undertakings procured in respect of May Gurney Shares
Name of May Gurney Number of May Gurney Approximate % of
Director Shares in relation May Gurney issued
to which irrevocable share capital
commitments have
been procured
-------------------- ---------------------- -------------------
Baroness Margaret
Ford 31,762 0.05%
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Mark Hazlewood 703 0.01%
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Ishbel Macpherson 21,900 0.03%
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Andrew Walker 7,500 0.01%
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TOTAL 61,865 0.09%[1]
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These irrevocable undertakings include undertakings:
(i) to vote in favour of the Scheme at the Court Meeting and the
Special Resolution at the May Gurney General Meeting; and
(ii) if Costain exercises its right to structure the Merger as a
Merger Offer, to accept or procure the acceptance of such Merger
Offer.
These irrevocable undertakings stipulate that they will cease to
be binding if the announcement to be made under rule 2.7 of the
Code is not released by 31 May 2013 (or such later date as May
Gurney and Costain may agree).
Mark Hazlewood's interest in May Gurney Shares is held in the
SIP. Mark Hazlewood will, therefore, be required to instruct the
SIP Trustee as to how to vote on the May Gurney Shares which the
SIP Trustee holds on his behalf. In accordance with the rules of
the SIP, where the voting at the Court Meeting and/or General
Meeting takes place by way of a show of hands the SIP Trustee may
only vote on Mark Hazlewood's May Gurney Shares if the directions
it has received from all participants in the SIP are identical. The
terms of Mark Hazlewood's irrevocable undertaking reflect this
restriction on Mark Hazlewood's ability to vote at the Court
Meeting and General Meeting.
Name of May Gurney Number of May Gurney Approximate % of
Shareholder Shares in relation May Gurney issued
to which irrevocable share capital
commitments have
been procured
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David and Wendy Sterry
(acting as the trustees
of various trusts) 6,508,800 9.27%
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Artemis Investment
Management LLP 5,465,655 7.78%
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Polar Capital LLP 3,534,148 5.03%
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Invesco Asset Management
Limited 2,220,835 3.16%
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May Gurney Group
Trustees Limited
(acting as the trustee
of the May Gurney
Group Limited Employee
Share Ownership Trust) 1,434,378 2.04%
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TOTAL 19,163,816 27.28%
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These irrevocable undertakings include undertakings:
(i) to vote, or procure the vote in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of the
Scheme at the Court Meeting and the Special Resolution at the May
Gurney General Meeting; and
(ii) if Costain exercises its right to structure the Merger as a
Merger Offer, to accept or procure the acceptance of such Merger
Offer.
The irrevocable undertaking given by David and Wendy Sterry
(acting as the trustees of various trusts) stipulates that it will
cease to be binding if:
(i) the announcement to be made under rule 2.7 of the Code is
not released by 8 a.m. on 28 March 2013; or
(ii) the Scheme has not become effective or the Merger Offer has
not become wholly unconditional by 30 June 2013; or
(iii) (a) an announcement is made in accordance with rule 2.7 of
the Code of a competing offer (whether made by way of an offer or a
scheme of arrangement) in respect of May Gurney Shares and such
competing offer represents a value at the date and time in London
of such announcement of not less than 110 per cent. of the value of
the Merger Offer or the Scheme (as the case may be) as at 5.00 p.m.
(London time) on the last dealing day prior to the date of such
announcement; and
(b) at any time following such announcement David and Wendy Sterry notify Costain in writing that they no longer intend to accept the Merger Offer or vote in favour of the Scheme (as the case may be).
The irrevocable undertaking given by Artemis Investment
Management LLP ("Artemis") stipulates that it will cease to be
binding if:
(i) the announcement to be made under rule 2.7 of the Code is
not released by 29 March 2013 (or such later date as Costain and
May Gurney may agree); or
(ii) (a) an announcement is made in accordance with rule 2.7 of
the Code of a competing offer (whether made by way of an offer or a
scheme of arrangement) in respect of May Gurney Shares and such
competing offer represents a value at the date and time in London
of such announcement of not less than 110 per cent. of the value of
the Merger Offer or the Scheme (as the case may be) as at 5.00 p.m.
(London time) on the last dealing day prior to the date of such
announcement; and
(b) at any time following such announcement Artemis notifies
Costain in writing that, or Artemis otherwise makes an announcement
or notification under rule 2.11(d) of the Code that, Artemis no
longer intends to accept the Merger Offer or vote in favour of the
Scheme (as the case may be).
The irrevocable undertaking given by Polar Capital LLP ("Polar")
stipulates that it will cease to be binding if:
(i) the announcement to be made under rule 2.7 of the Code is
not released by 28 March 2013 (or such later date as Costain and
May Gurney may agree); or
(ii) (a) an announcement is made in accordance with rule 2.7 of
the Code of a competing offer (whether made by way of an offer or a
scheme of arrangement) in respect of May Gurney Shares; and
(b) at any time following such announcement Polar notifies
Costain in writing that, or Polar otherwise makes an announcement
or notification under rule 2.11(d) of the Code that, Polar no
longer intends to accept the Merger Offer or vote in favour of the
Scheme (as the case may be).
The irrevocable undertaking given by Invesco Asset Management
Limited ("Invesco") stipulates that it will cease to be binding
if:
(i) the announcement to be made under rule 2.7 of the Code is
not released by 28 March 2013 (or such other date as Invesco may
agree); or
(ii) an announcement is made in accordance with rule 2.7 of the
Code of a competing offer (whether made by way of an offer or a
scheme of arrangement or any other transaction which constitutes a
takeover offer for the purposes of the Code) in respect of May
Gurney Shares and such competing offer represents a value which is
higher than the value of the Merger Offer or the Scheme; or
(iii) the Merger Offer lapses or is withdrawn or the Scheme does
not become effective in accordance with its terms by 30 June 2013
(or, if earlier, the long stop date agreed between Costain and May
Gurney and specified in the Scheme Document by which the Scheme is
to become effective or be withdrawn) or is withdrawn.
Invesco also reserves the right, in circumstances where a client
has terminated its professional relationship with Invesco and is no
longer bound to honour any pre-existing obligations or
undertakings, to transfer any shares owned by such client and
subject to the undertaking to a replacement fund manager/custodian.
In such circumstances the provisions of the undertaking will lapse
and cease to apply in respect of those shares.
The irrevocable undertaking given by May Gurney Group Trustees
Limited (acting as the trustee of the May Gurney Group Limited
Employee Share Ownership Trust) ("MGGT") stipulates that it will
cease to be binding if:
(i) Costain has not announced a firm intention to proceed with
the Merger by 30 April 2013 (or such later date as Costain and May
Gurney may agree); or
(ii) (a) an announcement is made in accordance with rule 2.7 of
the Code of a competing offer (whether made by way of an offer or a
scheme of arrangement) in respect of May Gurney Shares and such
competing offer represents a value at the date and time in London
of such announcement of not less than 110 per cent. of the value of
the Merger Offer or the Scheme (as the case may be) as at 5.00 p.m.
(London time) on the last dealing day prior to the date of such
announcement; and
(b) at any time following such announcement MGGT notifies
Costain in writing that, or MGGT otherwise makes an announcement or
notification under rule 2.11(d) of the Code that, MGGT no longer
intends to accept the Merger Offer or vote in favour of the Scheme
(as the case may be).
Letter of intent procured in respect of May Gurney Shares
Costain has received a non-binding letter of intent from Aviva
Investors Global Services Limited (in its capacity as investment
manager for certain clients who hold May Gurney Shares) ("Aviva")
in respect of 3,623,051 May Gurney Shares (or approximately 5.16%
of May Gurney's issued share capital), pursuant to which Aviva
indicates its intention to vote, or to procure the vote, in favour
of the Scheme or to accept, or procure the acceptance of, the
Merger Offer, as the case may be, in respect of those May Gurney
Shares.
Note: defined terms used in this section 2 but not defined in
this announcement have the meaning given to them in the
announcement made under rule 2.7 of the Code by Costain and May
Gurney dated 26 March 2013.
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in
concert with the party to the offer making the disclosure:
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None
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If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3 for each additional class of
relevant security.
Details of any open derivative or option positions, or
agreements to purchase or sell relevant securities, should be given
on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
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None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
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Supplemental Form 8 (SBL) NO
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(1): Date of disclosure: 26 March 2013
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(2): Contact name: Tom O'Neill
Slaughter and May
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(3): Telephone number +44 (0)20 7600 1200
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
[1] Percentages may not add due to rounding.
This information is provided by RNS
The company news service from the London Stock Exchange
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