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Highlights
· ARCADIS announces the acquisition of an additional 3,734,808 Hyder Shares from a single shareholder, representing approximately 9.6 per cent. of the existing issued ordinary share capital of Hyder, at 750 pence per Hyder Share.
· ARCADIS and AUK Investments have now acquired, agreed to acquire or received irrevocable undertakings in respect of 10,979,887 Hyder Shares, representing, in aggregate, approximately 28.2 per cent. of Hyder's issued ordinary share capital.
· Accordingly, ARCADIS announces a revised cash offer by its wholly-owned subsidiary, AUK Investments, to acquire the entire issued and to be issued ordinary share capital of Hyder not already held by ARCADIS at 750 pence per Hyder Share.
1. Purchase of additional Hyder Shares
The Board of ARCADIS N.V. ("ARCADIS") announces that ARCADIS has today acquired beneficial ownership in respect of an additional 3,734,808 shares in the capital of Hyder Consulting PLC ("Hyder") from a single shareholder, representing approximately 9.6 per cent. of the existing issued ordinary share capital of Hyder on 4 September 2014 (being the latest practicable date prior to this announcement) at a price of 750 pence per Hyder Share (the "Revised Offer Price"). Accordingly, ARCADIS confirms that it has now acquired, in total, 9,819,970 Hyder Shares, representing approximately 25.2 per cent. of Hyder's issued ordinary share capital as at 4 September 2014 (being the latest practicable date prior to this announcement).
As announced on 21 August 2014, all Hyder Directors who hold Hyder Shares (and, in the case of Ivor Catto, his wife) previously agreed on 21 August 2014 to sell their entire beneficial holdings in Hyder Shares to ARCADIS at 730 pence per Hyder Share. It is expected that these transactions will complete shortly following this announcement at a price of 730 pence per Hyder Share in accordance with the terms of those agreements. The Hyder Directors' beneficial holdings total 283,137 Hyder Shares, representing approximately 0.7 per cent. of the ordinary share capital of Hyder in issue on 4 September 2014 (being the latest practicable date prior to this announcement).
Accordingly, ARCADIS has acquired or agreed to acquire 10,103,107 Hyder Shares, representing approximately 25.9 per cent. of the ordinary share capital of Hyder in issue on 4 September 2014 (being the latest practicable date prior to this announcement).
ARCADIS confirms that it will make a Dealing Disclosure, setting out the details required to be disclosed under Rule 8.4 of the City Code, by no later than 12:00pm (London time) on 8 September 2014 (being the business day following the dealing of such securities).
AUK Investments confirms that on 1 August 2014 it made an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code.
2. Revised cash offer
Following the acquisition by ARCADIS of Hyder Shares at the Revised Offer Price, ARCADIS confirms that ARCADIS UK Investments B.V. ("AUK Investments"), a wholly-owned subsidiary of ARCADIS, will make a revised cash offer at the Revised Offer Price to acquire the entire issued and to be issued ordinary share capital of Hyder not already held by ARCADIS (the "Revised Offer").