TIDMKENZ
RNS Number : 7953O
Kentz Corporation Ltd
11 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
11 August 2014
RECOMMENDED CASH ACQUISITION
of
KENTZ CORPORATION LIMITED
by
SNC-LAVALIN (GB) LIMITED
a wholly-owned subsidiary of
SNC-LAVALIN GROUP INC.
Results of Court Meeting and Extraordinary General Meeting
Kentz Corporation Limited ("Kentz") is pleased to announce that
the resolution to approve the Scheme was passed today by the
requisite majority of Scheme Shareholders at the Court Meeting and
the special resolution to implement the Scheme was also passed by
the requisite majority of Kentz Shareholders at the subsequent
Extraordinary General Meeting on the terms set out in the notice of
each meeting.
Terms and expressions used in this announcement shall unless the
context requires, have the same meaning as given to them in the
Scheme Document, as defined below.
Court Meeting
At the Court Meeting, convened in accordance with the order of
the Court dated 17 July 2014 the resolution to approve the Scheme
was duly passed on a poll by a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.39 per cent. in value of the Scheme Shares held by Scheme
Shareholders who voted. Details of the votes cast were as
follows:
Number of Scheme Percentage Number of Scheme Percentage of
Shareholders of Scheme Shareholders Shares voted eligible Scheme
who voted who voted Shares voted
--------- ----------------- ------------------------ ----------------- -----------------
For 247 24% 76,193,881 99.39
--------- ----------------- ------------------------ ----------------- -----------------
Against 6 1% 464,143 0.61
--------- ----------------- ------------------------ ----------------- -----------------
Total 253 25% 76,658,024 100
--------- ----------------- ------------------------ ----------------- -----------------
Extraordinary General Meeting
At the Extraordinary General Meeting, the special resolution to
(i) implement the Scheme and (ii) approve certain other related
matters as set out in the Scheme Document was duly passed as a
special resolution. Valid proxy votes (including votes withheld)
were received in respect of a total of 77,157,355 Kentz Shares,
representing 64 per cent. of the total number of votes capable of
being cast at the Extraordinary General Meeting. A poll was
conducted on the proposed resolution and the results are detailed
below:
Number of Kentz Shares Percentage of Kentz Shares
voted voted
---------------- ----------------------- ---------------------------
For 76,728,356 99.44
---------------- ----------------------- ---------------------------
Against 428,999 0.56
---------------- ----------------------- ---------------------------
Vote Withheld* 322,475 -
---------------- ----------------------- ---------------------------
Total 77,157,355 100
---------------- ----------------------- ---------------------------
* A vote withheld is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for and
against the special resolution.
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Scheme Court Hearing at
the Royal Court of Jersey which is anticipated to take place on 21
August 2014. A full list of Conditions to the implementation of the
Acquisition is included in the Scheme Document published on 18 July
2014 ("Scheme Document").
Next Steps and Timetable
An application will be made to suspend the listing of Kentz
Shares on the premium listing segment of the Official List of the
UK Listing Authority and to suspend trading in Kentz Shares on the
Main Market. Such suspensions are expected to occur from 7.30 a.m.
(London time) on 21 August 2014.
An application will also be made by the Company to the UK
Listing Authority for the cancellation of the listing of Kentz
Shares on the Official List and to the London Stock Exchange for
the cancellation of trading of Kentz Shares on the Main Market,
conditional on Court sanction of the Scheme and the Scheme becoming
effective. Such cancellations are expected to occur from 7.30 a.m.
(London time) on 26 August 2014.
The expected timetable of principal events is attached as an
Appendix 1 to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made via a
Regulatory Information Service.
Enquiries:
Kentz Corporation Limited
Media Relations
Paul Youens Tel: +44 (0)20 3159
4003
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
Tavistock Communications (Public Relations)
Simon Hudson Tel: +44 (0)20 7920
Mike Bartlett 3150
Emily Fenton
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. Any vote in respect of the Scheme or other
response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document.
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.
In particular the ability of persons who are not resident in
the United Kingdom or Jersey to vote their Scheme Shares at
the Court Meeting or Kentz Shares at the Extraordinary General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the Meetings on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are
located. 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.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, SNC-Lavalin or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Kentz Shares
outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition becomes effective,
lapses or is otherwise withdrawn. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such
purchases will be disclosed as required in the UK, will be
reported to the Regulatory Information Service of the London
Stock Exchange and will be available on the London Stock Exchange
website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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) of the City Code
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 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 City 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 of the City Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the City Code 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 securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3 of the City Code.
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 of the City Code).
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.
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.
Appendix 1
Expected timetable of principal events
Last day of dealings in, for registration 5.00p.m. on 20 August
of transfer of, and disablement in CREST 2014(1)
of, Kentz Shares
Suspension of admission of, and dealings, 7.30 a.m. on 21 August
settlement and transfers in, Kentz Shares 2014(1)
Scheme Court Hearing to sanction the 9.00 a.m. on 21 August
Scheme 2014(1)
Scheme Record Time 6.00 p.m. on 21 August
2014(1)
Effective Date of the Scheme 22 August 2014(1)
Cancellation of admission of Kentz Shares 7.30 a.m. on 26 August
to trading on the London Stock Exchange 2014(1)
Latest date for despatch of cheques 5 September 2014(1)
or for settlement through CREST
Long Stop Date 31 December 2014(2)
1 These times and dates are indicative only and will depend,
inter alia, on the dates upon which the Court sanctions the Scheme
and whether the Conditions are satisfied or waived, if capable of
being waived. IF THE EXPECTED DATE OF THE COURT HEARING TO SANCTION
THE SCHEME OR ANY OTHER KEY DATE IS CHANGED, KENTZ WILL GIVE NOTICE
BY ISSUING AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE.
All Scheme Shareholders have the right to attend the Scheme Court
Hearing in person or through a Jersey-qualified advocate to support
or oppose the sanctioning of the Scheme.
2 The latest date by which the Scheme must be implemented may be
extended by agreement between Kentz and SNC-Lavalin with the prior
consent of the Panel and (if required) the approval of the
Court.
All references to time in this document are references to the
time in London, United Kingdom and Jersey, Channel Islands unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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