Kentz Corporation Ltd Sanction of the Scheme (7375P)

TIDMKENZ

RNS Number : 7375P

Kentz Corporation Ltd

21 August 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 SUCH JURISDICTION

21 August 2014

RECOMMENDED CASH ACQUISITION

of

KENTZ CORPORATION LIMITED

by

SNC-LAVALIN (GB) LIMITED

a wholly-owned subsidiary of

SNC-LAVALIN GROUP INC.

Sanction of the Scheme

Kentz Corporation Limited ("Kentz") is pleased to announce that the Court has today made an order sanctioning the Scheme in connection with the proposed acquisition by SNC-Lavalin (GB) Limited, a wholly-owned subsidiary of SNC-Lavalin Group Inc., of the entire issued and to be issued share capital of Kentz. It is intended that the Scheme Court Order will be delivered to the Registrar of Companies on 22 August 2014. Accordingly, it is expected that the Scheme will become effective on 22 August 2014.

The listing of Kentz Shares on the premium listing segment of the Official List of the UK Listing Authority and trading in Kentz Shares on the Main Market have been suspended since 07.30 a.m. (London time) on 21 August 2014 and an application has been made by the Company to cancel the admission to trading of Kentz Shares on the Main Market and the listing of Kentz Shares on the premium segment of the Official List of the UK Listing Authority. Such cancellations are expected to occur with effect from 08.00 a.m. (London time) on 26 August 2014.

Capitalised terms in this announcement have the same meanings as set out in the document relating to the Scheme dated 18 July 2014 (the "Scheme Document"). The expected timetable of remaining principal events is attached as an Appendix 1 to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

 
  Enquiries: 
   Kentz Corporation Limited 
   Media Relations 
    Paul Youens                                   Tel: [phone] 
                                                  4003 
    Investor Relations 
    Ronan Tyrrell 
                                                  Tel: [phone] 
                                                  4004 
   Investec Bank plc 
    (Financial adviser, Rule 3 adviser and 
    broker to Kentz) 
   Chris Sim                                     Tel: [phone] 
    Duncan Williamson                             4000 
    George Price 
    Symmie Swil 
   Tavistock Communications (Public Relations) 
   Simon Hudson                                  Tel: [phone] 
    Mike Bartlett                                 3150 
    Emily Fenton 
   SNC-Lavalin 
   Media Relations 
    Lilly Nguyen (Public Relations Manager)       Tel: [phone] 
                                                  ext. 54772 
    Investor Relations 
    Denis Jasmin (Vice-President, Investor        Tel: [phone] 
    Relations)                                    ext. 57553 
   RBC Europe Limited (Financial adviser 
    and corporate broker to SNC-Lavalin) 
   Michael Fortier                               Tel: [phone] 
    Kevin J. Smith                                Tel: [phone] 
    Matthew Coakes (Corporate Broking)            4000 
   Maitland (Public Relations adviser to 
    SNC-Lavalin) 
   Neil Bennett                                  Tel: [phone] 
    Liz Morley                                    5151 
 
 Further Information 
  This announcement is not intended to, and does not, constitute 
  or form any part of an offer to sell or an invitation to purchase, 
  otherwise acquire, or 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 
  nor shall there be any sale, issuance or transfer of securities 
  of Kentz in any jurisdiction in contravention of applicable 
  law. The Acquisition will be made solely by means of the Scheme 
  Document, which contains the full terms and conditions of the 
  Acquisition, including details of how to vote in respect of 
  the Acquisition. 
  Investec, which is authorised by the Prudential Regulation 
  Authority and regulated by the Financial Conduct Authority 
  and the Prudential Regulation Authority, is acting exclusively 
  for Kentz and no one else in connection with the Acquisition 
  and will not be responsible to anyone other than Kentz for 
  providing the protections afforded to clients of Investec or 
  for providing advice in relation to the Acquisition or any 
  other matter referred to herein. 
  RBC Europe Limited is authorised by the Prudential Regulation 
  Authority and regulated by the Financial Conduct Authority 
  and the Prudential Regulation Authority and is acting as financial 
  adviser to SNC-Lavalin and no one else in connection with the 
  contents of this announcement and will not be responsible to 
  anyone other than SNC-Lavalin for providing the protections 
  afforded to clients, or for providing advice in relation to 
  any matters referred to herein. 
  Overseas jurisdictions 
  The Acquisition will not be made, directly or indirectly, in, 
  into or from any jurisdiction where to do so would violate 
  the laws in that jurisdiction. The availability of the Acquisition 
  to Kentz Shareholders who are not resident in the United Kingdom 
  or Jersey may be restricted by the laws of the relevant jurisdiction 
  in which they are located or of which they are citizens. Such 
  persons should inform themselves of, and observe, all applicable 
  legal and regulatory requirements of their jurisdiction. Any 
  failure to comply with the requirements of such jurisdiction 
  may constitute a violation of the securities laws of such jurisdiction. 
  To the fullest extent permitted by applicable law, the companies 
  and persons involved in the Acquisition disclaim any responsibility 
  or liability for the violation of such restrictions by any 
  person. 
  The release, publication or distribution of this announcement 
  in or into jurisdictions other than the UK and Jersey may be 
  restricted by law and therefore any persons who are subject 
  to the law of any jurisdiction other than the England and Jersey 
  should inform themselves about, and observe, any applicable 
  requirements. Any failure to comply with the applicable restrictions 
  may constitute a violation of the securities laws of any such 
  jurisdiction. Copies of this announcement and formal documentation 
  relating to the Acquisition will not be, and must not be, mailed 
  or otherwise forwarded, distributed or sent in, into or from 
  any jurisdiction where to do so would violate the laws of that 
  jurisdiction. 
  This announcement has been prepared for the purposes of complying 
  with English and Jersey 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 other than Jersey and England. 
  Further details in relation to overseas shareholders are contained 
  in the Scheme Document. 
  Canadian Holders should note that the Acquisition relates to 
  the securities of a Jersey company listed on the Main Market, 
  is subject to Jersey and UK disclosure requirements and practices 
  (which are different from those applicable in Canada) and is 
  proposed to be implemented under a scheme of arrangement under 
  Jersey company law. A transaction effected by means of a scheme 
  of arrangement is not subject to the provisions of Canadian 
  provincial securities laws applicable to take-over bids. Accordingly, 
  the Scheme will be subject to Jersey and UK disclosure requirements 
  and practices, which are different from the disclosure requirements 
  of Canadian provincial securities laws applicable to take-over 
  bids. The financial information included in this announcement 
  and the Scheme Document has been or will have been prepared 
  in accordance with IFRS and thus may not be comparable to financial 
  information of Canadian companies or companies whose financial 
  statements are not prepared in accordance with IFRS. If SNC-Lavalin 
  exercises its right to implement the acquisition of the Kentz 
  Shares by way of an Offer, any such Offer made in Canada will 
  be made in compliance with (or pursuant to available exemptions 
  from) the applicable requirements of Canadian provincial securities 
  laws. Such a takeover offer would be made by SNC-Lavalin (or 
  by a wholly-owned subsidiary of SNC-Lavalin) and no one else. 
  The receipt of cash pursuant to the Acquisition by a Canadian 
  Holder as consideration for the transfer of its Scheme Shares 
  pursuant to the Scheme may be a taxable transaction for Canadian 
  federal income tax purposes and under applicable Canadian provincial 
  income tax laws, as well as foreign and other, tax laws. Each 
  Kentz Shareholder is urged to consult his independent professional 
  adviser immediately regarding the tax consequences of the Acquisition 
  applicable to him. 
  US Holders should note that the Acquisition relates to the 
  securities of a Jersey company listed on the Main Market, is 
  subject to Jersey and UK disclosure requirements and practices 
  (which are different from those of the US) and is proposed 
  to be implemented under a scheme of arrangement under Jersey 
  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, and the proxy solicitation rules under 
  the US Exchange Act will not apply to the Acquisition. The 
  Scheme will be subject to Jersey and UK disclosure requirements 
  and practices, which are different from the disclosure requirements 
  of the US tender offer and proxy solicitation rules. The financial 
  information included in this announcement and the Scheme Document 
  has been or will have been prepared in accordance with IFRS, 
  and thus may not be comparable to financial information of 
  companies whose financial statements are prepared in accordance 
  with generally accepted accounting principles in the US. However, 
  if SNC-Lavalin were to exercise its right to implement the 
  Acquisition of the Kentz Shares by way of an Offer, such Offer 
  will be made in compliance with applicable US tender offer 
  and securities laws and regulations. Such an Offer would be 
  made by SNC-Lavalin or a wholly-owned subsidiary of SNC-Lavalin 
  and no one else. 
  The receipt of cash pursuant to the Acquisition by a US Holder 
  as consideration for the transfer of its Scheme Shares pursuant 
  to the Scheme may be a taxable transaction for US federal income 
  tax purposes and under applicable US state and local, as well 
  as foreign and other, tax laws. Each Kentz Shareholder is urged 
  to consult his independent professional adviser immediately 
  regarding the tax consequences of the Acquisition applicable 
  to him. 
  It may be difficult for US Holders to enforce their rights 
  and claims arising out of the US federal securities laws, since 
  SNC-Lavalin and Kentz are located in countries other than the 
  US, and some or all of their officers and directors may be 
  residents of countries other than the US. US Holders may not 
  be able to sue a non-US company or its officers or directors 
  in a non-US court for violations of 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. 
  In accordance with normal UK practice and pursuant to Rule 
  14e-5(b) of the US Exchange Act, SNC-Lavalin or its nominees, 
  or its brokers (acting as agents), may from time to time make 
  certain purchases of, or arrangements to purchase, Kentz Shares 
  outside of the US, other than pursuant to the Acquisition, 
  until the date on which the Acquisition becomes effective, 
  lapses or is otherwise withdrawn. These purchases may occur 
  either in the open market at prevailing prices or in private 
  transactions at negotiated prices. Any information about such 
  purchases will be disclosed as required in the UK, will be 
  reported to the Regulatory Information Service of the London 
  Stock Exchange and will be available on the London Stock Exchange 
  website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm. 
  Disclosure requirements of the City Code 
  Under Rule 8.3(a) of the City 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) of the City Code 
  applies must be made by no later than 3.30 pm (London time) 
  on the 10th business day following the commencement of the 
  offer period and, if appropriate, by no later than 3.30 pm 
  (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 City 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 of the City Code. A Dealing Disclosure 
  by a person to whom Rule 8.3(b) of the City Code applies must 
  be made by no later than 3.30 pm (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 of the City Code. 
  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 of the City Code). 
  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 Takeover 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. If you are in any doubt as to whether you are required 
  to make an Opening Position Disclosure or a Dealing Disclosure, 
  you should contact the Panel's Market Surveillance Unit on 
  [phone]. 
  Publication on websites and hard copies 
  In accordance with Rule 30.4 of the City Code, a copy of this 
  announcement will be available, subject to certain restrictions 
  relating to persons resident outside the United Kingdom and 
  Jersey, on Kentz's website (www.kentz.com) by no later than 
  12 noon on the Business Day following this announcement. For 
  the avoidance of doubt, the contents of that website are not 
  incorporated by reference and do not form part of this announcement. 
  You may request a hard copy of this announcement by contacting 
  Kentz during business hours on [phone] or by submitting 
  a request in writing to Kentz at 5 Chancery Lane, London EC4A 
  1BL. Your attention is drawn to the fact that a hard copy of 
  this announcement will not be sent to you unless so requested. 
  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. 
 

Appendix 1

Expected timetable of principal events

 
 Scheme Record Time                          6.00 p.m. on 21 August 
                                              2014(1) 
 Effective Date of the Scheme                22 August 2014(1) 
 Cancellation of admission of Kentz Shares   8.00 a.m. on 26 August 
  to trading on the London Stock Exchange     2014(1) 
 Latest date for despatch of cheques         5 September 2014(1) 
  or for settlement through CREST 
 Long Stop Date                              31 December 2014(2) 
 

1 These times and dates are indicative only and will depend, inter alia, on the dates upon which the Court sanctions the Scheme and whether the Conditions are satisfied or waived, if capable of being waived. IF THE EXPECTED DATE OF THE COURT HEARING TO SANCTION THE SCHEME OR ANY OTHER KEY DATE IS CHANGED, KENTZ WILL GIVE NOTICE BY ISSUING AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE. All Scheme Shareholders have the right to attend the Scheme Court Hearing in person or through a Jersey-qualified advocate to support or oppose the sanctioning of the Scheme.

2 The latest date by which the Scheme must be implemented may be extended by agreement between Kentz and SNC-Lavalin with the prior consent of the Panel and (if required) the approval of the Court.

 
 All references to time in this document are references to the 
  time in London, United Kingdom and Jersey, Channel Islands 
  unless otherwise stated 
 
 
 
 
 
 
 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

ACQEAFPFAFDLEFF