Kentz Corporation Ltd Scheme effective (8424P)
2014年8月22日 - 7:00PM
RNSを含む英国規制内ニュース (英語)
TIDMKENZ
RNS Number : 8424P
Kentz Corporation Ltd
22 August 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
22 August 2014
RECOMMENDED CASH ACQUISITION
of
KENTZ CORPORATION LIMITED
by
SNC-LAVALIN (GB) LIMITED
a wholly-owned subsidiary of
SNC-LAVALIN GROUP INC.
Scheme effective
Kentz Corporation Limited ("Kentz") is pleased to announce that
the acquisition by SNC-Lavalin (GB) Limited, a wholly-owned
subsidiary of SNC-Lavalin Group Inc. of the entire issued and to be
issued ordinary share capital of Kentz has become effective today,
22 August 2014. This follows the delivery of the Scheme Court Order
to the Registrar of Companies.
The consideration of 935 pence per Scheme Share to be paid to
Scheme Shareholders pursuant to the Scheme will be despatched (in
the case of certificated holders of Scheme Shares) or settled in
CREST (in the case of uncertificated holders of Scheme Share) by no
later than 5 September 2014.
The listing of Kentz Shares on the premium listing segment of
the Official List of the UK Listing Authority and trading in Kentz
Shares on the Main Market have been suspended since 07.30 a.m.
(London time) on 21 August 2014 and an application has been made by
the Company to cancel the admission to trading of Kentz Shares on
the Main Market and the listing of Kentz Shares on the premium
segment of the Official List of the UK Listing Authority. Such
cancellations are expected to occur with effect from 08.00 a.m.
(London time) on 26 August 2014.
Capitalised terms in this announcement have the same meanings as
set out in the document relating to the Scheme dated 18 July 2014
(the "Scheme Document").
Enquiries:
Kentz Corporation Limited
Investor Relations
Ronan Tyrrell Tel: +44 (0)20 3159
4004
Investec Bank plc
(Financial adviser, Rule 3 adviser and
broker to Kentz)
Chris Sim Tel: +44 (0)20 7597
Duncan Williamson 4000
George Price
Symmie Swil
SNC-Lavalin
Media Relations
Lilly Nguyen (Public Relations Manager) Tel: +1 514 393 8000
ext. 54772
Investor Relations
Denis Jasmin (Vice-President, Investor Tel: +1 514 393 8000
Relations) ext. 57553
RBC Europe Limited (Financial adviser
and corporate broker to SNC-Lavalin)
Michael Fortier Tel: +1 514 878 7219
Kevin J. Smith Tel: +44 (0) 207 653
Matthew Coakes (Corporate Broking) 4000
Maitland (Public Relations adviser to
SNC-Lavalin)
Neil Bennett Tel: +44 (0)207 379
Liz Morley 5151
Further Information
This announcement is not intended to, and does not, constitute
or form any part of an offer to sell or an invitation to purchase,
otherwise acquire, or subscribe for, sell or otherwise dispose
of any securities or the solicitation of any vote or approval
in any jurisdiction pursuant to the Acquisition or otherwise
nor shall there be any sale, issuance or transfer of securities
of Kentz in any jurisdiction in contravention of applicable
law. The Acquisition will be made solely by means of the Scheme
Document, which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of
the Acquisition.
Investec, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority, is acting exclusively
for Kentz and no one else in connection with the Acquisition
and will not be responsible to anyone other than Kentz for
providing the protections afforded to clients of Investec or
for providing advice in relation to the Acquisition or any
other matter referred to herein.
RBC Europe Limited is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority
and the Prudential Regulation Authority and is acting as financial
adviser to SNC-Lavalin and no one else in connection with the
contents of this announcement and will not be responsible to
anyone other than SNC-Lavalin for providing the protections
afforded to clients, or for providing advice in relation to
any matters referred to herein.
Overseas jurisdictions
The Acquisition will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate
the laws in that jurisdiction. The availability of the Acquisition
to Kentz Shareholders who are not resident in the United Kingdom
or Jersey may be restricted by the laws of the relevant jurisdiction
in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, all applicable
legal and regulatory requirements of their jurisdiction. Any
failure to comply with the requirements of such jurisdiction
may constitute a violation of the securities laws of such jurisdiction.
To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any
person.
The release, publication or distribution of this announcement
in or into jurisdictions other than the UK and Jersey may be
restricted by law and therefore any persons who are subject
to the law of any jurisdiction other than the England and Jersey
should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. Copies of this announcement and formal documentation
relating to the Acquisition will not be, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
This announcement has been prepared for the purposes of complying
with English and Jersey law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions other than Jersey and England.
Further details in relation to overseas shareholders are contained
in the Scheme Document.
Canadian Holders should note that the Acquisition relates to
the securities of a Jersey company listed on the Main Market,
is subject to Jersey and UK disclosure requirements and practices
(which are different from those applicable in Canada) and is
proposed to be implemented under a scheme of arrangement under
Jersey company law. A transaction effected by means of a scheme
of arrangement is not subject to the provisions of Canadian
provincial securities laws applicable to take-over bids. Accordingly,
the Scheme will be subject to Jersey and UK disclosure requirements
and practices, which are different from the disclosure requirements
of Canadian provincial securities laws applicable to take-over
bids. The financial information included in this announcement
and the Scheme Document has been or will have been prepared
in accordance with IFRS and thus may not be comparable to financial
information of Canadian companies or companies whose financial
statements are not prepared in accordance with IFRS. If SNC-Lavalin
exercises its right to implement the acquisition of the Kentz
Shares by way of an Offer, any such Offer made in Canada will
be made in compliance with (or pursuant to available exemptions
from) the applicable requirements of Canadian provincial securities
laws. Such a takeover offer would be made by SNC-Lavalin (or
by a wholly-owned subsidiary of SNC-Lavalin) and no one else.
The receipt of cash pursuant to the Acquisition by a Canadian
Holder as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for Canadian
federal income tax purposes and under applicable Canadian provincial
income tax laws, as well as foreign and other, tax laws. Each
Kentz Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the Acquisition
applicable to him.
US Holders should note that the Acquisition relates to the
securities of a Jersey company listed on the Main Market, is
subject to Jersey and UK disclosure requirements and practices
(which are different from those of the US) and is proposed
to be implemented under a scheme of arrangement under Jersey
company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules under
the US Exchange Act, and the proxy solicitation rules under
the US Exchange Act will not apply to the Acquisition. The
Scheme will be subject to Jersey and UK disclosure requirements
and practices, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial
information included in this announcement and the Scheme Document
has been or will have been prepared in accordance with IFRS,
and thus may not be comparable to financial information of
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. However,
if SNC-Lavalin were to exercise its right to implement the
Acquisition of the Kentz Shares by way of an Offer, such Offer
will be made in compliance with applicable US tender offer
and securities laws and regulations. Such an Offer would be
made by SNC-Lavalin or a wholly-owned subsidiary of SNC-Lavalin
and no one else.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant
to the Scheme may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well
as foreign and other, tax laws. Each Kentz Shareholder is urged
to consult his independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable
to him.
It may be difficult for US Holders to enforce their rights
and claims arising out of the US federal securities laws, since
SNC-Lavalin and Kentz are located in countries other than the
US, and some or all of their officers and directors may be
residents of countries other than the US. US Holders may not
be able to sue a non-US company or its officers or directors
in a non-US court for violations of 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.
Publication on websites and hard copies
In accordance with Rule 30.4 of the City Code, a copy of this
announcement will be available, subject to certain restrictions
relating to persons resident outside the United Kingdom and
Jersey, on Kentz's website (www.kentz.com) by no later than
12 noon on the Business Day following this announcement. For
the avoidance of doubt, the contents of that website are not
incorporated by reference and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
Kentz during business hours on +44 (0)203 159 4000 or by submitting
a request in writing to Kentz at 5 Chancery Lane, London EC4A
1BL. Your attention is drawn to the fact that a hard copy of
this announcement will not be sent to you unless so requested.
You may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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