Hyder Consulting PLC Court sanction of scheme of arrangement (2567U)

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RNS Number : 2567U

Hyder Consulting PLC

14 October 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 THAT JURISDICTION

14 October 2014

RECOMMENDED CASH OFFER

for

HYDER CONSULTING PLC

by

ARCADIS UK INVESTMENTS B.V.

a wholly-owned subsidiary of

ARCADIS N.V.

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Court sanction of scheme of arrangement

Hyder Consulting PLC ("Hyder") is pleased to announce that the scheme of arrangement (the "Scheme") in order to effect the recommended acquisition by ARCADIS UK Investments B.V. ("AUK Investments"), a wholly owned subsidiary of ARCADIS N.V. ("ARCADIS"), of the entire issued and to be issued share capital of Hyder not already held by ARCADIS (the "Acquisition"), was today sanctioned by the High Court of Justice in England and Wales. In order for the Scheme to become effective in accordance with its terms, the Court will now need to confirm the Capital Reduction at the Second Court Hearing, which is scheduled to take place on 16 October 2014. The Acquisition also remains conditional upon delivery of a copy of each of the Court Orders and of the requisite statement of capital to the Registrar of Companies and, if the Court so orders in order for it to become effective, the registration of the Reduction Court Order and the statement of capital by the Registrar of Companies.

Dealings in Hyder Shares are expected to be suspended at 7.30 a.m. on 16 October 2014, in accordance with Hyder's application to the UKLA.

Subject to Court confirmation of the associated Capital Reduction and the timing of the delivery of the Court Orders to Companies House, the Effective Date of the Scheme is expected to be 16 October 2014. Further details of the expected timetable of principal events of the Scheme are set out below.

Upon the Scheme becoming effective, the consideration of 750 pence in cash per Hyder Share to be paid to Hyder Shareholders pursuant to the terms of the Scheme is expected to be dispatched (in the case of certificated holders of Hyder Shares) or settled in CREST (in the case of uncertificated holders of Hyder Shares) no later than 30 October 2014.

Expected timetable of principal events

The times and dates stated above and in the following table are the expected times and dates only and are subject to change. Please see the Scheme Document published on 2 September 2014 for further information about the timetable:

 
 Event                                                 Time and/or date 
 Scheme Record Time                                    6.00 p.m. on Wednesday 
                                                        15 October 2014 
 Dealings in Hyder Shares suspended in                 7.30 a.m. on Thursday 
  London                                                16 October 2014 
 Second Court Hearing (to confirm the Capital          Thursday 16 October 
  Reduction)                                            2014 
 Effective Date of the Scheme                          Thursday 16 October 
                                                        2014 
 Delisting of Hyder Shares                             8.00 a.m. on Friday 
                                                        17 October 2014 
 Latest date for despatch of cheques and               Thursday 30 October 
  crediting of CREST accounts for cash consideration    2014 
  due under the Scheme 
 Long Stop Date                                        31 January 2015 
 

Capitalised terms, unless otherwise defined in this announcement, have the meaning given to them in the Scheme Document published on 2 September 2014.

Enquiries

 
 Hyder 
 [phone] 
 Ivor Catto, Chief Executive 
 Russell Down, Group Finance Director 
 Investec Bank plc (Financial 
  Adviser and Rule 3 Adviser to 
  Hyder) 
 
   [phone] 
 Christopher Baird 
 James Ireland 
 Josh Levy 
 Numis Securities Limited (Broker 
  to Hyder) 
 [phone] 
 David Poutney 
 James Serjeant 
 Stuart Skinner 
 Citigate Dewe Rogerson (Public 
  Relations Adviser to Hyder) 
 
   [phone] 
 Ginny Pulbrook 
 

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, 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.

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to Hyder and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hyder for providing the protections afforded to its clients or for providing broking advice in connection with the subject matter of this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement or availability of the Acquisition in jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should therefore inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with the laws of England and Wales and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

The Acquisition relates to shares of an English public limited company and is being effected by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of tender offer rules or the laws of other jurisdictions outside the United Kingdom.

The availability of the Acquisition to Hyder Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Notice to US investors in Hyder

The Acquisition relates to the shares of an English public limited 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 Securities Exchange Act of 1934. 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 Hyder Shares to enforce their rights and any claim arising out of the US federal laws, since ARCADIS, AUK Investments and Hyder are each 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 Hyder 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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) 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 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 Takeover 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. 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

Copies of the announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the website of Hyder at www.hyderconsulting.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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