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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Kelda Grp. | LSE:KEL | London | Ordinary Share | GB00B1KQN728 | ORD 20 2/9 P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1,089.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:5084N Kelda Group PLC 07 February 2008 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 or regulations of such jurisdiction. 7 February 2008 Recommended Proposals for the acquisition of Kelda Group plc ("Kelda") by Saltaire Water Limited ("Saltaire Water") Court confirmation of Capital Reductions The Board of Saltaire Water and the Board of Kelda are pleased to announce that on 7 February 2008 the Court confirmed the Capital Reductions to effect the recommended Proposals by which all of the issued and to be issued share capital of Kelda will be acquired by Saltaire Water. The Schemes are expected to become effective on 8 February 2008. An application has been made to the UK Listing Authority requesting the cancellation of the listing of both Kelda Ordinary Shares and B Shares on the Official List as well as trading of Kelda Ordinary Shares and B Shares on the London Stock Exchange. Cancellation is expected to take place at 8.00 a.m. on 8 February 2008 for the B Shares and at 8.00 a.m. on 12 February 2008 for the Ordinary Shares. The cash consideration, and the issue of the certificates in respect of the Loan Notes under the Loan Note Alternative, are expected to be dispatched on or prior to 22 February 2008. Capitalised terms used in this announcement but not defined herein shall have the meaning given to them in the Scheme Document dated 20 December 2007. Enquiries: Citi (Joint Financial Adviser and Corporate Broker to Saltaire Water) 020 7986 4000 Simon Lindsay Grant Kernaghan David James (Corporate Broking) Lexicon Partners (Joint Financial Adviser to Saltaire Water) 020 7653 6000 Read Gomm Hichem Zebidi Nico Master HSBC (Joint Financial Adviser to Saltaire Water) 020 7991 8888 Neil Goldie-Scot Financial Dynamics (PR Adviser to Saltaire Water) 020 7831 3113 Andrew Dowler Richard Mountain Marc Cohen Kelda Group plc 01274 600 111 Kevin Whiteman Martin Towers Greenhill & Co. (Joint Financial Adviser to Kelda) 020 7198 7400 James Lupton Richard Morse Charles Barlow Merrill Lynch (Joint Financial Adviser to Kelda) 020 7628 1000 Richard Taylor Karl Lim Elliot Richmond JPMorgan Cazenove (Corporate Broker to Kelda) 020 7588 2828 John Paynter Robert Constant Tulchan (PR Adviser to Kelda) 020 7353 4200 Peter Hewer Dominic Fry If Kelda Shareholders have any questions relating to the Proposals, please telephone Capita Registrars on the Shareholder helpline on 0871 664 0435 (or, if calling from outside the UK, on +44 20 8639 3317) in each case between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays). Calls to the 0871 664 0435 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Capita Registrars cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice. This announcement is not intended to and does not constitute an offer or invitation to sell or purchase any securities or the solicitation of an offer to buy any securities pursuant to the Proposals or otherwise. The Proposals are made solely by means of the Scheme Document, which contains the full terms and conditions of the Proposals, including details of how to vote in respect of the Proposals. Shareholders are advised to read the formal documentation in relation to the Proposals carefully. Citi, Lexicon Partners and HSBC, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Saltaire Water and no-one else in connection with the Proposals and will not be responsible to anyone other than Saltaire Water for providing the protections afforded to their respective clients nor for providing advice in relation to the Proposals. Greenhill & Co., Merrill Lynch and JPMorgan Cazenove, which are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Kelda and no-one else in connection with the Proposals and will not be responsible to anyone other than Kelda for providing the protections afforded to their respective clients nor for providing advice in relation to the Proposals. 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 UK 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 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 of England. Saltaire Water may purchase Shares otherwise than under the Proposals, such as in the open market or privately negotiated purchases. Such purchases may be made either directly or through a broker and such purchases shall comply with the applicable laws of England, as well as the rules of the United Kingdom Listing Authority, the London Stock Exchange and the City Code. Information about such purchases will be available from a Regulatory Information Service. The Loan Notes to be issued in connection with the Proposals have not been, nor will they be, registered under the US Securities Act or under the securities laws of any jurisdiction of the United States of America and will not be listed on any stock exchange. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the Loan Notes have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan Notes may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States of America, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in the United States of America, Canada, Australia or Japan. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Loan Notes, or determined that this announcement is accurate or complete. Any representation to the contrary is a criminal offence. Notice to US investors in Kelda The Proposals relate to the shares of a UK company, are subject to UK disclosure requirements (which are different from those of the US) and are proposed to be made by means of two schemes 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 under the US Exchange Act. Accordingly, the Proposals are subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Saltaire Water exercises its right to implement the Proposals by way of a takeover offer, the takeover offer will be made in compliance with applicable US laws and regulations. Neither the SEC nor any securities commission of any state of the United States has (a) approved or disapproved of the Proposals; (b) passed upon the merits or fairness of the Proposals; or (c) passed upon the adequacy or accuracy of the disclosure in this announcement. Any representation to the contrary is a criminal offence in the United States. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of " relevant securities" of Kelda, all "dealings" in any "relevant securities" of Kelda (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the Effective Date or until the date on which the Ordinary Scheme lapses or is otherwise withdrawn or on which the "offer period" otherwise ends (or, if Saltaire Water elects to effect the Ordinary Scheme Proposals by way of a takeover offer, until the date on which any such offer for the ordinary share capital of Kelda becomes or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends). If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Kelda, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Kelda by Saltaire Water or Kelda, or by any of their respective " associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange END OUPSSWFFWSASEEE
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