Alfred Mcalpine Share Discussion Threads

[gbb483] 13/2/2008 16:42

The Max Cash option was scaled back. About 90% of my holding was given option 1 and 10% option 2.

[gbb483] 07/2/2008 17:45

Last day of trading in the old shares tomorrow.

Re: the claim in post 35 above, I've found no other confirmation that the 'mix and match' facility has been cancelled, and my broker hasn't told me that my request for one of the max options is to be ignored.

[mikey34] 01/2/2008 14:10

Miamisteve,

Thanks.... much appreciated.

[miamisteve] 01/2/2008 09:20

This is what I received from my bank on the 24th of january which is where I heard about mix/ match being cancelled.


------------------------


MERGER WITH CARILLION PLC.

THE ACQUISITION OF ALFRED MCALPINE PLC WILL BE AFFECTED BY MEANS OF A COURT SANCTIONED SCHEME OF ARRANGEMENT UNDER SECTION 425 OF THE BRITISH COMPANIES ACT 1985. .

MERGER PROCEEDS:

RATE OLD: 1 ORD SHARE ALFRED MCALPINE PLC OF GBP 0.25 NOMINAL
RATE NEW: 1.08 NEW SHARES CARILLION PLC OF GBP 0.5 NOMINAL
ISIN NEW: GB0007365546 / CH 821214 AND GBP 1.654 IN CASH OR
GBP 1.654 LOAN NOTE CARILLION PLC 2007-13 AND 1.08 NEW SHARES CARILLION PLC OF GBP 0.5 NOMINAL
ISIN NEW: GB0007365546 / CH 821214 .

PLEASE NOTE THAT THE MIX AND MATCH FACILITY HAS BEEN CANCELLED.

OPTION 1: ACCEPT THE BASIC OFFER (CASH AND SECURITIES OFFER) .
OPTION 2: TAKE STOCK + LOAN NOTE ALTERNATIVE (TAKE STOCK AND LOAN NOTES INSTEAD OF CASH)

PARTIAL ELECTIONS: WE HAVE BEEN ADVISED THAT PARTIALS ARE ONLY PERMITTED TO DECIDE BETWEEN CASH AND LOAN NOTE ALTERNATIVE.

LOAN NOTES MAY ONLY BE TRANSFERABLE TO MEMBERS OF HOLDERS FAMILY AND RELATED TRUSTS, FRACTIONAL ENTITLEMENTS TO THE LOAN NOTES WILL BE DISREGARDED. THE LOAN NOTE ALTERNATIVE WILL BE MADE ON THE BASIS OF GBP 1 NOM.VALUE OF LOAN NOTES FOR EVERY GBP 1 OF CASH WHICH A ALFRED MCALPINE SHAREHOLDER WOULD OTHERWISE BE ENTITLED TO RECEIVE.

THE CARILLION PLC NEW ORD SHARES WILL RANK PARI PASSU IN ALL RESPECTS INCLUDING THE RIGHT TO CARILLIONS FINAL DIVIDEND IN RESPECT OF THE YEAR TO 31.12.2007.

FRACTIONAL ENTITLEMENTS WILL BE AGGREGATED AND SOLD IN THE MARKET.

THE ALFRED MCALPINE DIRECTORS INTEND UNANIMOUSLY TO RECOMMEND THE OFFER.
CARILLION PLC RESERVES THE RIGHT TO ELECT TO IMPLEMENT THE ACQUISITION BY WAY OF AN OFFER. AN ACCEPTANCE CONDITION WOULD BE SET AT 90 PERCENT.

RESTRICTIONS: SHAREHOLDERS OUTSIDE THE UK WHO HOLD THEIR STOCK VIA A UK NOMINEE COMPANY MAY ELECT FOR STOCK PROVIDING THEY OBSERVE THE LOCAL LEGAL RE- QUIREMENTS OF THEIR COUNTRY OF RESIDENCE. PERSONS IN THE USA, CANADA, AUSTRALIA OR JAPAN (THE RESTRICTED COUNTRIES) MAY MAKE AN ELECTION FOR THE MIX AND MATCH ALTERNATIVE, BUT NOT THE LOAN NOTE ELECTION, WITHOUT RESTRICTION. THERE IS IS NO EXCEPTION UNDER THE TERMS OF THE OFFER WHEREBY PERSONS IN THE RESTRICTED COUNTRIES OR WHOSE SHARES ARE HELD WITH A CUSTODIAN IN A RESTRICTED COUNTRY WHO EMPLOY THE SERVICES OF A FUND MANAGER WITH FULL DISCRETIONARY POWERS BASED OUT- SIDE OF THE RESTRICTED COUNTRIES MAY ELECT FOR THE LOAN NOTE ELECTION.

AS UBS AG CANNOT TAKE ANY RESPONSIBILITY WHETHER ANY OF YOUR CUSTOMERS COMPLY WITH THE SALES RESTRICTIONS DESCRIBED ABOVE, UBS AG WILL EXECUTE ALL INSTRUCTIONS RECEIVED BASED UPON THE CUSTOMERS RE- PRESENTATIONS THAT THEIR LEGAL STATUS IS IN LINE WITH THE EXEMPTIONS UNDER EXISTING LAW.

EXPECTED TIMETABLE:
14.01.2008: CARILLION EGM
21.01.2008: SCHEME MEETING + ALFRED MCALPINE EGM . APPROVED
08.02.2008: RECORD DATE
08.02.2008: LAST TRADING IN ORDINARY SHARES
08.02.2008: COURT HEARING TO SANCTION THE SCHEME
11.02.2008: COURT HEARING TO CONFIRM THE CAPITAL OF REDUCTION
12.02.2008: SCHEME
EFFECTIVE DATE 26.02.2008:


UPDATE 23.01.2008 THE SCHEME IS DEPENDENT ON SHAREHOLDER APPROVAL, AND THE SANCTION OF THE COURT, BUT ONCE SO APPROVED IS BINDING ON ALL SHAREHOLDERS. . THE BOARD OF ALFRED MCALPINE IS PLEASED TO ANNOUNCE THAT AT THE SCHEME MEETING HELD ON 21.01.2008 TO APPROVE THE PROPOSED SCHEME BETWEEN ALFRED MCALPINE AND SCHEME SHAREHOLDERS, THE RESOLUTION APPROVING THE SCHEME WAS PASSED BY THE REQUISITE MAJORITY ON A POLL. . FURTHER, PLEASE BE ADVISED THAT THE MIX AND MATCH FACILITY HAS BEEN CANCELLED. THEREFORE YOU HAVE ONLY THE CHOICE BETWEEN 2 OPTIONS, INSTEAD OF 7 OPTIONS, AS PREVIOUSLY ADVISED. .

[mikey34] 26/1/2008 09:52

Miamisteve,

I can see why they would cancel but I haven`t received notification.???

[lms] 25/1/2008 17:45

Ah! Thats nice and clear. Thank you gbb483.
I knew a BB er would be able to explain this to me
better than my Stockbroker.

[gbb483] 25/1/2008 15:11

There's also nothing on MCA's web site nor has there been an RNS about the mix and match being cancelled.

Option 1 (default) 1 MCA = 165.4p + 1.08 CLLN
Option 2 (Max Cash) 1 MCA = 547.45p
Option 3 (Max shares) 1 MCA = 1.5475618 CLLN

Options 4, 5 & 6 - as 1, 2 & 3, except with loan notes instead of cash.

Options 2, 3, 5 & 6 will be scaled back depending on demand (to satisfy those pedantics who want to know why there is a loan note alternative to the max shares option).

[lms] 25/1/2008 09:40

Many thanks for your help.
I have just phoned my stockbroker and they don't seem to know anything about the mix and match being cancelled ?
They have explained the mix and match to me, i.e. 1.08 Carillon share in either cash or shares plus £1.654 extra for each MCA share held. However, this is not of any help as they don't know what cash value Carillon have set per share for this offer !*!? ?

[miamisteve] 25/1/2008 04:45

The mix and match has been cancelled.

You either accept the shares + cash or shares + loan notes (this is for avoidance of cgt depending on personal circumstances)

[lms] 22/1/2008 00:25

Will someone help me please ? I don't understand this max and match offer at all!
The basic offer seems simple enough i.e.
100 shares in MCA = Basic offer of 108 Carillon share plus £165.40 cash

But what does this mix and match offer ? Can we elect for
All cash ? if so how much ? or
All shares ? if so how many ?
I have seen a figure of £3.8205 quoted but is this in addition to £1.645 ?

HELP PLEASE

[gbb483] 21/1/2008 13:42

I guess everyone will be going for the all CLLN share option then.

[maverick16] 21/1/2008 10:19

JUST GOT MY ANSWER dOUG - CHEERS

[mr_chaps] 02/1/2008 12:44

As an MCA holder this is the deal I just received the following via Share centre this morning.

basic option - 165.4 pence plus 1.08 New Carillion Shares

(or I can apply to take it all in cash or all in shares (valuing the CLLN shares at 382.05)

or I can apply to take the cash element in loan notes paying 0.5% BELOW 6-month LIBOR - downside for me of that is I'd have to take them out of my ISA.
-----------------
So have I missed something or should I take the cash and then buy CLLN in the market at 350.5 ? Or are there going to be additional Carillion shares issued? or some other reason for the price disparity?

PS - anyone got a link for the LIBOR rate?

[gbb483] 02/1/2008 09:40

Click on 'News' above

Scan down the headlines column, click on 'historical news'

Continue scanning the headlines column.

Click on the 2 headlines that say 'Offer update'

(also copied to the header here).

[mountpleasant] 02/1/2008 09:07

Whats the timetable for this deal to go through?

[gbb483] 24/12/2007 11:37

Well the slate business has gone.



I guess that must've been one of the things that attracted CLLN (or was it sold because CLLN were interested in MCA and didn't want the slate side?)

[gbb483] 24/12/2007 11:36

Well the slate business has gone.



I guess that must've been one of the things that attracted CLLN (or was it sold because CLLN were interested in MCA and didn't want the slate side?)

[miamisteve] 11/12/2007 08:30

At the 530p range these are too cheap. Should be 545p to equate to current Carrilion share price which I'd imagine to strengthen from here.

Outside chance of a counter offer with a higher cash componentnow that the bid price has been dropped, although I don't see a foreign company as being able to extract the same sort of savings.

[shammytime] 10/12/2007 17:42

Hi guys

Does anyone happen to know the IT setup within MCA? Do they outsource their IT support services or is it in house?

Merging the Mowlem network just recently (eventually), now I've got another (I'm led to believe much bigger) network to migrate.

Any feedback would be much appreciated :-)

[mikey34] 10/12/2007 12:57

Ed,

Agree with your broad points.Today`s comments from CLLN are bullish.As an MCA HOLDER who added after the bid on the pullback I`m very happy to hold the new CLLN shares.

[ed 123] 10/12/2007 11:49

Looking better now after the early sell-off.

CLLN looks good to me. They absorbed MWLM well and it boosted their share price. It's likely that they will do well out of MCA, imho.

MCA had reached about 612p in the market before the slate revelation, so to buy it now for 558p looks a good deal to me - although it does involve the issue of CLLN shares at an assumed 363p and there have been the slate costs. About half of the cash element should be covered by the planned sales.

Assuming the takeover proceeds, 2008 will be a year of adjustments. 2009 should show what can be achieved. MCA's business services may be expected to grow in line with the outsourcing sector, say 15% p.a. MCA's contracting side will provide additional resources for CLLN's Middle East operations, where they seem to be going flat out. The target for annual savings is big, but based on their MWLM experience, I would give it some credance.

I think both sets of shareholders will vote for the deal. MCA will be absorbed and CLLN's shareprice may tread water for a while - some new shareholders selling and some accounting for execution risk. In September 2008 the interims should give news about integration. The March 2009 final announcement should include a firmer statement about progress. 2009, if all goes well, should see eps boost (one-off costs finished, savings and business growth continuing). CLLN, in better market conditions, had reached 430p. With continuing growth in their own business and a contribution from MCA, assumuming that the credit market issues are improved, CLLN's shareprice could reach 500p-ish with the finals announcement in March 2009. This is only my guess, of course, but, to me, a potential 40%-ish rise in 15 months is worth holding on for. We'll see how it goes.

[miamisteve] 10/12/2007 11:00

Read through the small print.

The slate sale is going ahead.

MCA Shareholders will be able to apply for greater % of cash than what is currently proposed subject to availability.

New carrilion shareholders will receive CLLN dividend for 31st December '07.

[miamisteve] 10/12/2007 08:20

The cost savings are huge. 30m gbp, when considering that MCA is forecast to make 34m gbp for 2007.

I'm inclined to hold onto my CLLN shares at these levels.

[ed 123] 10/12/2007 07:54

Yes, seems fair enough.

CLLN could shift to the support services sector; potential to improve its rating.

CLLN's current trading is very good and excellent momentum in the Middle East.

Offers for the Slate Division may not have been high enough due to the credit crunch. We'll see.

[mikey34] 10/12/2007 07:52

Agreed on all counts Miamisteve.Would assume this will quickly move to 540 ish straightaway.....if it doesn`t I will add again.