Carillion Plc Regulatory News (CLLN)

19 April 2011

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

Eaga plc

Recommended acquisition of Eaga plc by Carillion plc

Reduction of Capital

Eaga plc ("Eaga" or the "Company") announces that today, at the second of two court hearings, the Court has made an order confirming the reduction of capital associated with the scheme of arrangement ("Scheme") under Part 26 of the Companies Act 2006 to effect the proposed acquisition by Carillion plc ("Carillion") of the entire issued and to be issued share capital of the Company ("Acquisition").

The Scheme and the Reduction of Capital will become effective on registration of the relevant court orders by the Registrar of Companies. It is expected that the Reduction Court Order made at the Reduction of Capital Hearing will be registered with the Registrar of Companies tomorrow, 20 April 2011, and accordingly, the Scheme will become effective on that date.

Next Steps

Eaga has made an application to the London Stock Exchange for the cancellation of the admission to trading of Eaga Shares on its main market for listed securities and to the UK Listing Authority for the cancellation of the admission of the Eaga Shares to the Official List, in each case to be effective at or about 8:00 a.m. on 21 April 2011.

It is expected that the listing of the New Carillion Shares on the Official List and the admission of the New Carillion Shares to trading on the London Stock Exchange's main market for listed securities will also take effect at or about 8.00 a.m. on 21 April 2011.

Other

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document sent to shareholders in relation to the Scheme dated 4 March 2011.

All times referred to in this announcement are references to London time.

Enquiries:

Eaga plc

Drew Johnson, Chief Executive Officer +44 (0) 191 245 8501

Giles Sharp, Chief Financial Officer

J.P. Morgan Cazenove (Lead Financial Adviser +44 (0) 20 7588 2828and Joint Corporate Broker)

Patrick Magee

Dwayne Lysaght

Guy Marks

Noble Grossart  (Financial Adviser) +44 (0) 131 226 7011

Guy Stenhouse

Todd Nugent

Brewin Dolphin (Joint Corporate Broker) +44 (0) 20 7248 4400

Graeme Summers

Nick Owen

Sandy Fraser

J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Noble Grossart Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of Noble Grossart Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of Brewin Dolphin Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Further Information

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer 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. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Eaga are advised to read carefully the formal documentation in relation to the Acquisition.

Overseas Jurisdictions

This announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules and 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. 

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOTICE TO US INVESTORS

The Acquisition relates to the shares of an English company and is being implemented by means of a scheme of arrangement provided for under English company law. The Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure and other requirements of US securities laws. Financial information relating to Eaga included, referred to or incorporated by reference in the relevant documentation has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.

This announcement is not an offer of securities for sale in the United States. The New Carillion Shares will not be, and are not required to be, registered with the SEC in the United States under the US Securities Act, in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) of that Act. 

Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the New Carillion Shares or passed an opinion on the adequacy of the Scheme Document or this announcement.

PUBLICATION ON EAGA WEBSITE

A copy of this announcement will be available free of charge for inspection on Eaga's website at www.eaga.com by no later than 8.00 a.m. (London time) on 20 April 2011.