Scheme of arrangement

 

TIDMBAB TIDMVTG 
 
RNS Number : 8405O 
Babcock International Group PLC 
05 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 
                                       of 
                                  VT Group plc 
                                       by 
                        Babcock International Group PLC 
                                  5 July 2010 
 
                  Court Order Sanctioning Scheme of Arrangement 
VT Group plc ("VT") and Babcock International Group PLC ("Babcock") are pleased 
to announce that the Court has today made an order sanctioning the scheme of 
arrangement of VT (the "Scheme") by which the recommended acquisition (the 
"Acquisition") of VT by Babcock is being implemented. The Scheme and its 
implementation were approved by the shareholders of VT on 10 June 2010. 
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 according to the forms of 
election returned by Scheme Shareholders (the "Share Reclassification"). Scheme 
Shares in respect of which valid elections were made and accepted for cash 
consideration will be reclassified as A Shares. Scheme Shares in respect of 
which valid elections were made and accepted for New Babcock Shares will be 
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 reclassified into 
A Shares and B Shares. The Reorganisation Record Time is expected to be 6.00 
p.m. tomorrow, 6 July 2010. 
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, VT Shares is today, 5 July 2010. 
Suspension of Listing and Trading 
As set out in the Scheme Circular published by VT on 26 April 2010, it is 
expected that the Financial Services Authority will suspend the listing, and the 
London Stock Exchange will suspend the trading, of VT Shares by 8.00 a.m. on 6 
July 2010. 
Conditions 
The Acquisition remains conditional, inter alia, upon the UK Listing Authority 
agreeing to admit the New Babcock Shares to the Official List and the London 
Stock Exchange agreeing to admit the New Babcock Shares to trading on its main 
market for listed securities, as well as the confirmation of the reduction of 
capital provided for by the Scheme by the Court. 
Provided that these conditions are satisfied, that an office copy of the Court 
Order confirming the reduction of capital is delivered to the Registrar of 
Companies and, if the Court so orders, that such Court Order is registered with 
the Registrar of Companies, it is expected that the Scheme will become 
Effective, and that the admission of the New Babcock Shares to the Official List 
of the UK Listing Authority and to trading on the London Stock Exchange's main 
market for listed securities will occur by 8.00 a.m. on 9 July 2010. 
Accordingly, VT has requested that the UK Listing Authority cancel the listing, 
and the London Stock Exchange cancel the trading, of the VT Shares at that time. 
Defined terms used in this announcement have the same meanings as set out in the 
Scheme Circular published by VT on 26 April 2010. 
Enquiries: 
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            |                    | 
+------------------------+--------------------+ 
 
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          |                    | 
+------------------------+--------------------+ 
 
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. 
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. 
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 VT 
and Babcock 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. 
Shareholders of VT and Babcock are reminded that copies of the documentation 
relating to the Acquisition (namely, the Prospectus, the Babcock Circular, the 
Scheme Circular, the Supplementary Prospectus, the resolution of the Babcock 
shareholders approving the Acquisition and the resolution of the VT shareholders 
approving the Acquisition) have been submitted to the Financial Services 
Authority (the "FSA") and are available for inspection by the public during 
normal business hours on any weekday (except public holidays) at the FSA's 
Document Viewing Facility which is situated at: Financial Services Authority, 25 
The North Colonnade, London E14 5HS (Tel: [phone]). 
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 VT's 
website (www.vtplc.com) and Babcock's website (www.babcock.co.uk) by no later 
than 12 noon (London time) on 6 July 2010. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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