Completion of Acquisition

 

TIDMBAB TIDMVTG 
 
RNS Number : 0595P 
Babcock International Group PLC 
08 July 2010 
 

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. 
                            Recommended Acquisition 
                                       by 
                        Babcock International Group PLC 
                                       of 
                                  VT Group plc 
                                  8 July 2010 
 
                            Completion of Acquisition 
Babcock International Group PLC ("Babcock") and VT Group plc ("VT") are pleased 
to announce that the Scheme has now become Effective and the entire issued share 
capital of VT is owned by Babcock 
Admission to trading of VT Shares on the London Stock Exchange's market for 
listed securities and listing of VT Shares on the Official List of the UK 
Listing Authority will be cancelled at 8.00 a.m. tomorrow, 9 July 2010. 
Result of elections under the Mix and Match Facility 
Share Elections in respect of a total number of 10,115,838 Scheme Shares and 
Cash Elections in respect of 31,433,584 Scheme Shares were made by the Scheme 
Shareholders. Accordingly, valid elections received during this period: (i) for 
additional cash will be scaled down on a pro rata basis; and (ii) for additional 
New Babcock Shares will be satisfied in full, with the result that Scheme 
Shareholders who have made an election to receive additional cash under the Mix 
and Match Facility will receive 0.5067 New Babcock Shares and GBP4.7797 in cash 
per VT Share, in each case, in respect of which a valid election has been made. 
Settlement 
Despatch of cheques or settlement through CREST (as appropriate) in respect of 
cash consideration and crediting of statements of entitlement or despatch of 
share certificates in respect of the New Babcock Shares (as appropriate) will 
take place no later than 22 July 2010. 
Application has been made for the admission of 128,707,575 New Babcock Shares to 
listing on the Official List of the UK Listing Authority and to trading on the 
London Stock Exchange's main market for listed securities, admission will occur 
with effect from 8.00 a.m. tomorrow, 9 July 2010. 
Defined terms used in this announcement have the same meanings as set out in the 
Scheme Circular published by VT on 26 April 2010. 
Commenting on the completion, Peter Rogers, (CEO of Babcock) said: 
"I am pleased to announce today the completion of the acquisition of VT. We 
welcome all at VT and we look forward to working together to integrate the two 
companies. The acquisition brings together two highly complementary groups with 
similar operating models, customers and core competencies, in line with our 
strategy to be the leading engineering support services company in the UK. 
 
The acquisition of VT marks the next stage of Babcock's development and will 
mean the company is better placed to deliver a broader range of solutions to 
existing customers through a greater range of capabilities and expertise. The 
combined group will be better positioned to deliver increased services and 
efficiencies to all our customers." 
Enquiries: 
 
 Babcock International Group PLC 
+------------------------+--------------------+ 
| Peter Rogers, Chief    | Tel: +44 (0)20     | 
| Executive              | 7355 5300          | 
+------------------------+--------------------+ 
| Bill Tame, Group       |                    | 
| Finance Director       |                    | 
+------------------------+--------------------+ 
 
J.P. Morgan Cazenove (joint financial adviser and corporate broker to Babcock) 
+------------------------+--------------------+ 
| Andrew Truscott        | Tel: +44 (0)20     | 
|                        | 7588 2828          | 
+------------------------+--------------------+ 
| Malcolm Moir           |                    | 
+------------------------+--------------------+ 
| Guy Marks              |                    | 
+------------------------+--------------------+ 
| Christopher Dickinson  |                    | 
+------------------------+--------------------+ 
 
Evercore Partners (joint financial adviser to Babcock) 
+------------------------+--------------------+ 
| Bernard Taylor         | Tel: +44 (0)20     | 
|                        | 7268 2700          | 
+------------------------+--------------------+ 
| Julian Oakley          |                    | 
+------------------------+--------------------+ 
 
VT Group plc 
+------------------------+--------------------+ 
| Paul Lester            | Tel: +44 (0)23     | 
|                        | 8083 9001          | 
+------------------------+--------------------+ 
| Philip Harrison        |                    | 
+------------------------+--------------------+ 
 
Rothschild (financial adviser to VT) 
+------------------------+--------------------+ 
| Robert Leitão          | Tel: +44 (0)20     | 
|                        | 7280 5000          | 
+------------------------+--------------------+ 
| Ravi Gupta             |                    | 
+------------------------+--------------------+ 
 
Merrill Lynch (corporate broker to VT) 
+------------------------+--------------------+ 
| Mark Astaire           | Tel: +44 (0)20     | 
|                        | 7628 1000          | 
+------------------------+--------------------+ 
| Peter Brown            |                    | 
+------------------------+--------------------+ 
 
 
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. 
Morgan Cazenove and is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting as financial adviser to Babcock and 
no-one else in connection with the contents of this announcement and will not be 
responsible to any person other than Babcock for providing the protections 
afforded to customers of J.P. Morgan plc nor for providing advice in relation to 
any matter referred to herein. 
Evercore Partners Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting as financial adviser to 
Babcock and for no-one else in connection with the matters set out in this 
announcement and will not be responsible to anyone other than Babcock for 
providing the protections afforded to clients of Evercore Partners Limited nor 
for providing advice in relation to any matter referred to herein. 
N. M. Rothschild & Sons Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for VT and for no one 
else in connection with the matters set out in this announcement and will not be 
responsible to anyone other than VT for providing the protections afforded to 
clients of N. M. Rothschild & Sons Limited nor for providing advice in relation 
to any matter referred to herein. 
Merrill Lynch International, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for VT and for no one 
else in connection with the matters set out in this announcement and will not be 
responsible to anyone other than VT for providing the protections afforded to 
clients of Merrill Lynch International nor for providing advice in relation to 
any matter referred to herein. 
This announcement is not intended to, and does not constitute, or form part of, 
an offer to sell or an invitation to purchase or subscribe for any securities or 
a solicitation of any vote or approval in any jurisdiction. Shareholders of 
Babcock and VT are advised to read carefully the formal scheme documentation in 
relation to the Acquisition. The proposals of the Acquisition will be made 
solely through the scheme documentation, which will contain the full terms and 
conditions of Acquisition, including details of how to vote with respect to the 
Acquisition. Any response to the proposals should be made only on the basis of 
the information in the scheme documentation. 
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. This 
announcement has been prepared for the purposes of complying with English law 
and the City Code on Takeover and Mergers (the "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 and regulations of 
any jurisdiction outside of England. 
You may request a hard copy of this announcement by contacting the Shareholder 
Helpline of Capita Registrars on 0871 664 0321 (or [phone] if you are 
calling from outside the UK). 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. 
Publication on Website 
A copy of this announcement will be made available, free of charge, at Babcock's 
website (www.babcock.co.uk) and VT's website (www.vtplc.com), in each case, as 
soon as practicable on 9 July 2010 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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