NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
For immediate release
24 April 2013
Kier Group plc
Recommended Offer for
May Gurney Integrated Services PLC
Update on Irrevocable Undertakings
Further to the announcement earlier today (the "2.7 Announcement") of a recommended offer for May Gurney Integrated Services PLC ("May Gurney") by Kier Group plc ("Kier"), Kier is pleased to confirm that it has now received an irrevocable undertaking from Artemis Investment Management LLP in relation to 5,465,655 ordinary shares in the capital of May Gurney representing approximately 7.78 per cent. of the issued ordinary share capital of May Gurney.
Together with the irrevocable undertaking from Aviva Investors Global Services Limited referred to in the 2.7 Announcement and the irrevocable undertakings from David and Wendy Sterry (acting as trustees of various trusts) and May Gurney Trustees Limited (acting as trustee of the May Gurney Group Limited Employee Share Ownership Trust) referred to in the announcement by Kier earlier today, Kier has received irrevocable undertakings in respect of an aggregate of 17,031,884 ordinary shares in the capital of May Gurney representing approximately 24.25 per cent. of the issued ordinary share capital of May Gurney.
Details of the irrevocable undertakings received by Kier to date in relation to ordinary shares in the capital of May Gurney are set out in the Appendix to this announcement. Certain terms used in this announcement are defined in Appendix 5 to the 2.7 Announcement.
Enquiries
Kier |
+44 (0)1767 355 800 |
Paul Sheffield Haydn Mursell |
J.P. Morgan Cazenove (financial adviser, sponsor and broker to Kier) |
+44 (0)20 7588 2828 |
Andrew Truscott |
Christopher Dickinson |
Virginia Khoo Numis Securities (financial adviser, sponsor and broker to Kier) |
+44 (0)20 7260 1000 |
Heraclis Economides |
Christopher Wilkinson |
RLM Finsbury (PR adviser to Kier) |
+44 (0)207 251 3801 |
Faeth Birch |
+44 (0)7768 943 171 |
Charlotte Whitley |
+44 (0)7768 505 685 |
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|
|
May Gurney |
+44 (0)1603 727 272 |
Willie MacDiarmid
Mark Hazlewood |
Canaccord Genuity (financial adviser to May Gurney) |
+44 (0)20 7665 4500 |
Chris Robinson
Peter Stewart |
|
Peel Hunt LLP (broker and nominated adviser to May Gurney) |
+44 (0)20 7418 8900 |
Justin Jones |
Mike Bell |
Citigate Dewe Rogerson (PR adviser to May Gurney) |
+44 (0)20 7638 9571 |
Grant Ringshaw Angharad Couch |
Further Information
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law ("Restricted Jurisdictions") 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 purpose 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 the United Kingdom.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting as corporate broker and financial adviser to Kier and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kier for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition, or for providing advice in relation to any other matters referred to herein.
Numis Securities Limited, which is authorised and regulated by the FCA, is acting as corporate broker and financial adviser to Kier and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kier for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the Acquisition, or any other matters referred to herein.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for May Gurney and no one else in connection with the Acquisition and will not be responsible to anyone other than May Gurney for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to May Gurney and for no one else in connection with the Acquisition and will not be responsible to anyone other than May Gurney for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 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 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 paper offeror is first identified. 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 City Code, any person who is, or becomes, interested in 1 per cent. 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 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 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 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 +44 (0) 20 7638 0129.
Publication on website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Kier's website at www.kier.co.uk and on May Gurney's website at www.maygurney.co.uk by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Sneha Sinha of J.P. Morgan Cazenove at [email protected] or by submitting a request in writing to Sneha Sinha at J.P. Morgan Cazenove, 25 Bank Street, London, E14 5JP or Mike Bell of Peel Hunt LLP at [email protected] or by submitting a request in writing to Mike Bell at Peel Hunt LLP, Moor House, 120 London Wall, London EC2Y 5ET. It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. 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
DETAILS OF IRREVOCABLE UNDERTAKINGS FROM MAY GURNEY SHAREHOLDERS
Kier has received irrevocable undertakings from May Gurney Shareholders in relation to the Acquisition as follows:
Name of May Gurney Shareholder giving undertaking |
Number of May Gurney Shares in respect of which undertaking is given |
Percentage of May Gurney existing issued share capital (%) |
David and Wendy Sterry (acting as trustees of various trusts) |
6,508,800 |
9.27 |
Artemis Investment Management LLP |
5,465,655 |
7.78 |
Aviva Investors Global Services Limited (in its capacity as investment manager for certain clients) |
3,623,051 |
5.16 |
May Gurney Group Trustees Limited (acting as trustee of the May Gurney Group Limited Employee Share Ownership Trust) |
1,434,378 |
2.04 |
TOTAL |
17,031,884 |
24.25 |
These irrevocable undertakings include undertakings:
(i) to vote, or procure the vote, in favour (or to submit, or procure the submission of, Forms of Proxy voting in favour) of the Scheme at the Court Meeting and the Special Resolution at the May Gurney General Meeting; and
(ii) if Kier exercises its right to structure the Acquisition as an Offer, to accept, or procure the acceptance of, such Offer.
The irrevocable undertaking given by Aviva Investors Global Services Limited stipulates that it will cease to be binding if:
(i) the 2.7 Announcement is not released by 12.00 noon on 31 May 2013; or
(ii) the Scheme Document is not posted within 28 days of the date of the 2.7 Announcement; or
(iii) the Scheme or Offer lapses or is withdrawn without becoming unconditional in all respects; or
(iv) on the expiry of 14 days from the date on which the Scheme or Offer becomes unconditional or such longer period, up to a maximum of 2 months, specified in the Scheme Document, over which the Scheme or Offer remains open for acceptance or approval; or
(v) Aviva Investors Global Services Limited is required to withdraw the undertaking by any court or competent regulator; or
(vi) there is a material change in the information relating to the Scheme or Offer upon which the decision to provide the undertaking is based and Aviva Investors Global Services Limited deem it so necessary to revoke the undertaking as a result thereof; or
(vii) an announcement is made in accordance with Rule 2.7 of the City Code of a competing offer (whether made by way of an offer or a scheme or arrangement) in respect of May Gurney Shares under which the amount or value of the consideration offered for each May Gurney Share is in the reasonable opinion of Aviva Investors Global Services Limited not less than 10 per cent. greater than the value per May Gurney Share offered pursuant to the Scheme or Offer (as the case may be) and Kier has not, within 7 days of such announcement, revised the terms of the Scheme or Offer (as the case may be) to exceed the amount or value of the consideration represented by such competing offer.
The irrevocable undertaking given by David and Wendy Sterry (acting as trustees of various trusts) stipulates that it will cease to be binding if:
(i) the Scheme has not become effective or an Offer has not become wholly unconditional by 30 June 2013; or
(ii) an announcement is made in accordance with Rule 2.7 of the City Code of a competing offer (whether made by way of an offer or a scheme or arrangement) in respect of May Gurney Shares and such competing offer represents a value at the date and time in London of such announcement of not less than 110 per cent. of the value of any Offer or the Scheme (as the case may be) as at 5.00 p.m. (London time) on the last dealing day prior to the date of such announcement.
The irrevocable undertaking given by Artemis Investment Management LLP stipulates that it will cease to be binding if:
(i) the Scheme has not become effective or an Offer has not become wholly unconditional by 23 October 2013; or
(ii) (a) an announcement is made in accordance with Rule 2.7 of the City Code of a competing offer (whether made by way of an offer or a scheme or arrangement) in respect of May Gurney Shares and such competing offer represents a value at the date and time in London of such announcement of not less than 110 per cent. of the value of any Offer or the Scheme (as the case may be) as at 5.00 p.m. (London time) on the last dealing day prior to the date of such announcement; and
(b) by any time following such announcement Artemis Investment Management LLP notifies Kier in writing that it no longer intends to accept any Offer or vote in favour of the Scheme (as the case may be).
The irrevocable undertaking given by May Gurney Trustees Limited (acting as trustee of the May Gurney Group Limited Employee Share Ownership Trust) stipulates that it will cease to be binding if:
(i) (a) an announcement is made in accordance with Rule 2.7 of the City Code of a competing offer (whether made by way of an offer or a scheme or arrangement) in respect of May Gurney Shares and such competing offer represents a value at the date and time in London of such announcement of not less than 110 per cent. of the value of any Offer or the Scheme (as the case may be) as at 5.00 p.m. (London time) on the last dealing day prior to the date of such announcement; and
(b) by any time following such announcement the party giving the undertaking notifies Kier in writing that it no longer intends to accept any Offer or vote in favour of the Scheme (as the case may be).
