Costain Group PLC - Open Offer, etc - Part 2
1997年10月11日 - 2:08AM
ＲＮＳを含む英国規制内ニュース （英語）
RNS No 0425j
COSTAIN GROUP PLC
10th October 1997
PART 2
Extraordinary General Meeting
A circular, containing a notice for an Extraordinary General
Meeting to be held on Monday 3rd November, 1997, will be posted
to shareholders later today
Intria, Kharafi and Raymond, whose existing shareholdings
amount in aggregate to 160,366,813 Ordinary Shares,
representing approximately 77.4 per cent. of the Company's
existing share capital, have given irrevocable commitments to
vote in favour of the resolutions to be proposed at the
Extraordinary General Meeting.
Timetable of principal events
1997
Record Date for the Open Offer Wednesday, 1st October
Extraordinary General Meeting 9.30 a.m on
Monday, 3rd November
Latest time for splitting Application Forms
(to satisfy bona fide market claims only) 3.00 p.m. on
Monday, 3rd November
Latest time for receipt of
Application Forms and payment 3.00 p.m. on
Wednesday, 5th November
Expected date of commencement
of dealings in the New Ordinary
Shares and relisting by Friday, 7th November
Expected date of despatch of
definitive share certificates Wednesday, 12th November
Definitions
The following definitions apply throughout this document unless
the context requires otherwise:
"Act" the Companies Act 1985 (as amended)
"Application Form" the application form accompanying this
document on which a Qualifying
Shareholder may apply for New Ordinary
Shares under the Open Offer
"Banks" the banks which provide loan and other
facilities to the Group and are
parties to the Bank Underwriting
Agreement
"Bank Options" the call options granted in favour of
the Banks over the Bank Option Shares,
as described in Part 7 of the circular
distributed to shareholders
"Bank Option Shares" the 16,000,000 Ordinary Shares the
subject of the Bank Options
"Bank Underwriting the agreement between the Banks,
Agreement" Costain and certain Group companies
pursuant to which the Banks have
agreed, inter alia, to subscribe as
underwriters by means of the Debt
Conversion for New Ordinary Shares to
the extent that such shares are not
taken up by Qualifying Shareholders
other than Intria, Kharafi and Raymond
under the Open Offer or Skanska under
the Skanska Underwriting Agreement, as
described in Part 7 of the circular
distributed to shareholders
"Board" or "Directors" the directors of Costain
"Costain" or "Company" Costain Group PLC
"Costain Group" or Costain and its subsidiary
"Group" undertakings
"Daedalus" Daedalus Projects Limited, a company
owned as to 93 per cent. by York Place
"Debt Conversion" the proposed conversion, pursuant to
the Bank Underwriting Agreement, of
existing indebtedness of the Group to
the Banks into New Ordinary Shares
"December Circular" the circular to shareholders of
Costain dated 10th December, 1996
"Deutsche Morgan Morgan Grenfell & Co. Limited
Grenfell"
"Employee Share the Costain Executive Share Option
Schemes" Scheme, the Costain 1994
Executive Share Option Scheme, the
Costain Group Performance Share Scheme
and the Costain Share Savings Scheme
"Enlarged Share the issued share capital of the
Capital" Company of #33,713,635.20 following
completion of the Open Offer
comprising 337,136,352 Ordinary Shares
"Existing Shares" Ordinary Shares in issue on the date
hereof
"Existing holders of Ordinary Shares on the
Shareholders" register at the Record Date
"Extraordinary General the extraordinary general meeting of
Meeting" the Company convened for Monday 3rd
November, 1997 notice of which is
given at the end of this document, or
any adjournment thereof
"interim results" unaudited interim results for the six
months ended 30th June, 1997
"Intria" Intria Berhad and, where applicable,
its subsidiaries (and any reference to
holding, underwriting or subscription
by Intria shall mean holding,
underwriting or subscription through
Daedalus)
"Kharafi" Mohammed Abdulmohsin Al-Kharafi & Sons
WLL
"Listing Rules" the listing rules issued by the London
Stock Exchange
"London Stock London Stock Exchange Limited
Exchange"
"Luhur" Mr Hendri Luhur, an Indonesian
industrialist
"Metacorp" Metacorp Berhad, a public company
listed on the Kuala Lumpur Stock
Exchange and, where applicable,
Metacorp's subsidiaries
"New Facilities the new facilities agreement between
Agreement" the Banks and the Company relating to
the amendment of the Company's
existing facilities with the Banks and
new working capital facilities
"New Ordinary Shares" the Ordinary Shares to be issued
pursuant to the Open Offer
"Offer Price" 40p per New Ordinary Share
"Official List" the Official List of the London Stock
Exchange
"Open Offer" the conditional offer by the Company
to Qualifying Shareholders to
subscribe for New Ordinary Shares on
the terms and conditions set out
herein and in the Application Form
"Ordinary Shares" ordinary shares of 10p each in Costain
"preliminary results" unaudited preliminary results for the
year ended 31st December, 1996 which
the Directors expect, conditionally
upon completion of the Open Offer, to
be finalised as set out on page 45 of
the circular distributed to
shareholders
"Proportionality the agreement between Costain and
Agreement" certain shareholders in relation to,
inter alia, the exercise of rights
under the Skanska Options and the Bank
Options
"Qualifying holders of Ordinary Shares on the
Shareholders" register on the Record Date
"Raymond" Raymond International WLL
"Record Date" the close of business on 1st October,
1997
"Rencoal" Rencoal Inc., the purchaser of US Coal
and a subsidiary of The Renco Group
Inc.
"Shareholder the undertakings in favour of Costain
Undertakings" from each of Intria, Kharafi and
Raymond whereby Intria, Kharafi and
Raymond have agreed, inter alia, to
subscribe for 56,937,500 New Ordinary
Shares, in aggregate, as described in
Part 7 of the circular distributed to
shareholders
"Skanska" Skanska AB or, for the purposes of the
Skanska Option Agreements, the Skanska
Underwriting Agreement and the
acquisition of Ordinary Shares
thereunder, Skanska Invest AB
"Skanska Memorandum of the agreement between Skanska and
Understanding" Costain relating to tendering together
for contracts in joint venture, as
described in Part 7 of the circular
distributed to shareholders
"Skanska Options" the options granted pursuant to the
Skanska Option Agreements
"Skanska Option the agreements described in Part 7 of
Agreements" the circular distributed to
shareholders between Skanska and,
respectively, the Company, Intria,
Raymond and the Banks pursuant to
which Skanska is granted options to
purchase or subscribe either existing
or new Ordinary Shares
"Skanska Relationship the agreement between Skanska and the
Agreement" Company governing the relationship
between the Company and Skanska in the
event that Skanska controls 30 per
cent. or more of the share capital of
the Company
"Skanska Underwriting the agreement between Skanska and
Agreement" Costain pursuant to which Skanska has
agreed to underwrite 25,562,500 New
Ordinary Shares, as described in Part
7 of the circular distributed to
shareholders
"Spitalfields" the Group's former investment in the
Spitalfields development site situated
adjacent to the City of London
"UK" the United Kingdom
"US" the United States of America
"US Coal" the coal mining business which the
Group formerly carried out in the
State of Kentucky through Costain Coal
Inc. and its subsidiaries
"York Place" York Place Limited, a wholly owned
subsidiary of Intria
Save where otherwise stated, amounts in US dollars ($) in this
circular have been translated into pounds sterling (#) using an
exchange rate of #1:$1.623, the rate prevailing on 8th October,
1997, the latest practicable date prior to the publication of
this document.
END
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