TIDM0N6B TIDMHYC
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 GBP296 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 Rothschild (Financial Adviser
to ARCADIS) to ARCADIS)
+44 (0) 207 991 8888 +44 (0) 207 280 5000
Simon Alexander Paul Simpson
Jurriaan de Munck Neil Thwaites
James Pincus Jonathan Slaughter
Alex Thomas
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, the Takeover 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 the Takeover Offer
will 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 Number of Hyder Shares under option
(excluding shares under option or or award
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 Number of Hyder Shares under
(excluding shares under option option
or award) 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
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