Babcock Intnl Group Offer Update

TIDMBAB TIDMVTG 
 
RNS Number : 8017K 
Babcock International Group PLC 
26 April 2010 
 
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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 
For immediate release 
26 April 2010 
Recommended Acquisition of VT Group plc by Babcock International Group PLC 
-Publication and Posting of Documentation 
On 23 March 2010, the boards of Babcock International Group PLC ("Babcock") and 
VT Group plc ("VT") announced that they had agreed the terms of a recommended 
acquisition (the "Acquisition") by Babcock of the entire issued and to be issued 
share capital of VT, to be effected by a Court-sanctioned scheme of arrangement 
under Part 26 of the Companies Act 2006 (the "Scheme"). 
Documentation 
The prospectus relating to the new shares to be issued by Babcock in connection 
with the Acquisition (the "Prospectus"), together with the circular to be sent 
to Babcock shareholders in connection with the Acquisition (the 
"Babcock Circular"), have today been approved by the UK Listing Authority. 
Accordingly, the Prospectus and the Babcock Circular will be made available on 
Babcock's website (www.babcock.co.uk) later today, and Babcock shareholders will 
shortly receive a copy of the Babcock Circular. 
VT shareholders will shortly receive a scheme document in connection with the 
Acquisition (the "Scheme Document") containing, among other information, a 
letter from the Chairman of VT, a statutory explanatory statement, a timetable 
of principal events and information on action to be taken by VT shareholders. 
The Scheme Document will be made available on VT's website (www.vtplc.com) later 
today. 
Shareholder meetings 
As set out in the Babcock Circular, a Babcock general meeting will be held to 
allow Babcock shareholders to vote on the proposed resolution required to 
approve and implement the Acquisition. In addition, as set out in the Scheme 
Document, a Court meeting in connection with the Scheme and a VT general meeting 
will be held to allow VT shareholders to vote on the proposed resolutions 
required to approve and implement the Scheme. The key dates in respect of the 
Babcock and VT meetings are as follows: 
+---------------------------------------+-------------------------+ 
| Event                                 | Time and/or date        | 
+---------------------------------------+-------------------------+ 
| Latest time for lodging of proxy      | 2.00 p.m. on Monday 7   | 
| forms for the Babcock general meeting | June 2010               | 
+---------------------------------------+-------------------------+ 
| Latest time for lodging of proxy      | 11.00 a.m. on Tuesday 8 | 
| forms for the Scheme court meeting    | June 2010               | 
+---------------------------------------+-------------------------+ 
| Latest time for lodging of proxy      | 11.15 a.m. on Tuesday 8 | 
| forms for the VT general meeting      | June 2010               | 
+---------------------------------------+-------------------------+ 
| Babcock general meeting               | 2.00 p.m. on Wednesday  | 
|                                       | 9 June 2010             | 
+---------------------------------------+-------------------------+ 
| Scheme court meeting                  | 11.00 a.m. on Thursday  | 
|                                       | 10 June 2010            | 
+---------------------------------------+-------------------------+ 
| VT general meeting                    | 11.15 a.m. on Thursday  | 
|                                       | 10 June 2010            | 
+---------------------------------------+-------------------------+ 
 
Commenting on the Acquisition, Mike Turner, the Chairman of Babcock said: 
"Following our announcement on 20 April 2010 that Babcock had received clearance 
in respect of the Acquisition under the US Hart-Scott Rodino Antitrust 
Improvements Act, we are pleased to announce that, working together with VT, we 
continue to make good progress towards completion of the Acquisition as swiftly 
as possible, and in line with our anticipated timetable." 
 
Enquiries: 
+--------------------------------+------------------------------+ 
| Babcock International Group PLC                               | 
+---------------------------------------------------------------+ 
| Peter Rogers, Chief Executive  | Tel: [phone]     | 
+--------------------------------+------------------------------+ 
| Bill Tame, Group Finance       |                              | 
| Director                       |                              | 
+--------------------------------+------------------------------+ 
| J.P. Morgan Cazenove (joint financial adviser and corporate   | 
| broker to Babcock)                                            | 
+---------------------------------------------------------------+ 
| Andrew Truscott                | Tel: [phone]     | 
+--------------------------------+------------------------------+ 
| Malcolm Moir                   |                              | 
+--------------------------------+------------------------------+ 
| Guy Marks                      |                              | 
+--------------------------------+------------------------------+ 
| Christopher Dickinson          |                              | 
+--------------------------------+------------------------------+ 
| Evercore Partners (joint financial adviser to Babcock)        | 
+---------------------------------------------------------------+ 
| Bernard Taylor                 | Tel: [phone]     | 
+--------------------------------+------------------------------+ 
| Julian Oakley                  |                              | 
+--------------------------------+------------------------------+ 
| VT Group plc                   |                              | 
+--------------------------------+------------------------------+ 
| Paul Lester                    | Tel: [phone]     | 
+--------------------------------+------------------------------+ 
| Philip Harrison                |                              | 
+--------------------------------+------------------------------+ 
| Rothschild (financial adviser to VT)                          | 
+---------------------------------------------------------------+ 
| Robert Leitão                  | Tel: [phone]     | 
+--------------------------------+------------------------------+ 
| Ravi Gupta                     |                              | 
+--------------------------------+------------------------------+ 
| Merrill Lynch (corporate broker to VT)                        | 
+---------------------------------------------------------------+ 
| Mark Astaire                   | Tel: [phone]     | 
+--------------------------------+------------------------------+ 
| Peter Brown                    |                              | 
+--------------------------------+------------------------------+ 
Copies of the Prospectus, Babcock Circular and Scheme Document have been 
submitted to the UK Listing Authority and will shortly be available for 
inspection at the UK Listing Authority's Document Viewing Facility, which is 
situated at: The Financial Services Authority, 25 The North Colonnade, Canary 
Wharf, London E14 5HS. 
The Prospectus and the Babcock Circular are available for inspection at the 
offices of Clifford Chance LLP, 10 Upper Bank Street, London, E14 5JJ. 
The Scheme Document is available for inspection at the registered office of VT 
at VT House, Grange Drive, Hedge End, Southampton, Hampshire SO30 2DQ and the 
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ. 
 
 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 FSA, 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 is authorised and regulated in the United Kingdom by 
the FSA, 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. 
N. M. Rothschild & Sons Limited is authorised and regulated in the United 
Kingdom by the FSA, 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 is authorised and regulated in the United Kingdom by 
the FSA, 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. 
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 
Babcock and VT are advised to read carefully the formal documentation in 
relation to the Acquisition once it has been despatched. The proposals of the 

 
 
Acquisition will be made solely through the scheme document, which will contain 
the full terms and conditions of the scheme of arrangement, including details of 
how to vote with respect to the scheme of arrangement. Any response to the 
proposals should be made only on the basis of the information in the scheme 
document. 
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 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. 
Disclosure requirements of the Code 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on 4 May 2010. Relevant persons who deal 
in the relevant securities of the offeree company or of a paper offeror prior to 
the deadline for making an Opening Position Disclosure must instead make a 
Dealing Disclosure. 
 
Under Rule 8.3(b) of the 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 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper 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 paper 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 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 paper 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 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]. 
 
A copy of this announcement will be available on Babcock's website at 
(www.babcock.co.uk) and VT's website (www.vtplc.com), in each case, by no later 
than 12 noon (London time) on 27 April 2010. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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