TIDMMAYG TIDMKIE
RNS Number : 5266I
May Gurney Integrated Services Plc
03 July 2013
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
3 July 2013
Kier Group plc
Recommended Offer for
May Gurney Integrated Services plc
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Scheme of Arrangement sanctioned by Court
May Gurney Integrated Services plc ("May Gurney") announces that
at a hearing held earlier today, the High Court of Justice in
England and Wales (the "Court") sanctioned the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
to effect the recommended acquisition of May Gurney by Kier Group
plc ("Kier").
Share Subdivision and Reclassification
Following delivery of an office copy of the Court Order
sanctioning the Scheme to the Registrar of Companies, each of the
Scheme Shares will be subdivided and reclassified at the
Reorganisation Record Time (being 5.00 p.m. (London time) on 4 July
2013) in accordance with the Scheme. Scheme Shares in respect of
which valid elections were made and accepted for cash consideration
will be subdivided and reclassified as A Shares. Scheme Shares in
respect of which valid elections were made and accepted for New
Kier Shares will be subdivided and reclassified as B Shares. Any
Scheme Shares in respect of which no valid election has been made
or is deemed to have been made will be subdivided and reclassified
into A Shares and B Shares.
Conditions
The Acquisition remains conditional, inter alia, upon the UK
Listing Authority agreeing to admit the New Kier Shares to the
Official List and the London Stock Exchange agreeing to admit the
New Kier Shares to trading on its main market for listed
securities, as well as the confirmation of the Capital
Reduction.
Last Day for Dealings
In order to ensure an orderly subdivision and reclassification
of the Scheme Shares, the last day for dealings in and for
registration of transfers of, and disablement in CREST of, May
Gurney Shares is today, 3 July 2013.
Suspension of Listing and Trading
A request has been made to the London Stock Exchange for the
suspension of trading in May Gurney Shares with effect from 7:30
a.m. (London time) on 4 July 2013. It is expected that the Scheme
will become effective on 5 July 2013 and that the cancellation of
the admission to trading on AIM of, and cessation of dealings in,
May Gurney Shares will each take place at 7:30 a.m. (London time)
on 8 July 2013.
Upon the Scheme becoming effective, holders of the Scheme Shares
will be entitled to receive 0.2095 new ordinary shares in the share
capital of Kier and 50 pence in cash for each Scheme Share held by
them at the Scheme Record Time (6.00 p.m. (London time) on 4 July
2013).
The consideration due to Scheme Shareholders will be despatched
to them by no later than 22 July 2013.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meaning as given to
them in the scheme document containing the Scheme that was sent to
May Gurney Shareholders on 14 May 2013.
Copies of this announcement will be available on the Company's
website at www.maygurney.co.uk by no later than 12 noon on 4 July
2013.
Enquiries:
May Gurney +44 (0) 1603 727 272
Mark Hazlewood
Willie MacDiarmid
Canaccord Genuity (financial adviser
to May Gurney)
Chris Robinson
Peter Stewart +44 (0) 20 7665 4500
Peel Hunt (broker and nominated adviser
to May Gurney)
Justin Jones
Mike Bell +44 (0) 20 7418 8900
Citigate Dewe Rogerson (PR adviser
to May Gurney) +44 (0) 20 7638 9571
Ginny Pulbrook
Angharad Couch
This announcement 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
Acquisition or otherwise. The Acquisition will be effected solely
by means of the Scheme Document which, together with the Forms of
Proxy, will contain the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Acquisition.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their May Gurney Shares in respect of 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 jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English 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 outside the United Kingdom.
Copies of this announcement, the Scheme Document, the Forms of
Proxy, the Forms of Election and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into
or from any Restricted Jurisdiction.
Notice to US investors
The Acquisition relates to the shares of an English 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 Exchange Act.
Accordingly, the Acquisition 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.
It may be difficult for US holders of May Gurney Shares to
enforce their rights and any claim arising out of US federal laws,
since Kier and May Gurney are 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 May Gurney 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.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for May Gurney
and no one else in connection with the Acquisition and will not be
responsible to anyone other than May Gurney for providing the
protections afforded to clients of Canaccord Genuity or for
providing advice in relation to the Acquisition, or any matter
referred to in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting as nominated adviser and broker to
May Gurney and for no one else in connection with the Acquisition
and will not be responsible to anyone other than May Gurney for
providing the protections afforded to clients of Peel Hunt LLP or
for providing advice in relation to the Acquisition, or any matter
referred to in this announcement.
Publication on websites
Copies of this announcement, the Scheme Document, the Forms of
Proxy and the Forms of Election are available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on May Gurney's website
(www.maygurney.co.uk), up to and including the Effective Date.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
Dealing and Opening Position Disclosure requirements
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 paper 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 paper
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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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 paper 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 paper 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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