AMEC Scheme of Arrangement
In July 2009, GRD Limited entered into a binding agreement with UK-based AMEC plc for the proposed acquisition by AMEC of all shares in GRD, by way of a Scheme of Arrangement.
The cash offer was for A$0.55 cents per share. GRD Directors recommended that shareholders accept the offer, in the absence of a superior proposal.
An explanatory statement in the form of a Scheme Booklet containing information relating to the proposed transaction, including an Independent Experts Report, was sent to GRD shareholders in October. In November 2009, at a court ordered meeting in Perth, GRD shareholders voted to accept the Scheme of Arrangement.
Implementation of the Scheme was approved by the Federal Court of Australia at a hearing on Monday, 16 November 2009, and the Scheme became effective on 17 November 2009.
Company Announcements
Court Approves AMEC Scheme of Arrangement
Shareholder Approval of AMEC Scheme and Disclosure of Voting
Notice of Scheme Meeting and Scheme Booklet
GRD Announces Recommended Cash Offer from AMEC
Non-Binding Proposal to Acquire GRD Limited
Information Line
GRD shareholders are able to receive information and ask questions on the proposed transaction through a dedicated information line accessed by calling:
- 1300 368 382 (toll free for shareholders calling from within Australia); and
- +61 3 9946 4424 (for shareholders calling from overseas).
Key Dates
Expected key dates for the Scheme are set out below:
| Scheme Booklet and Notice of Meeting sent to Shareholders | 9 October 2009 |
| Latest time and date for receipt of proxies from Shareholders for the Scheme Meeting | 10.00am, 8 November 2009 |
| Scheme Meeting approving Scheme | 10.00am, 10 November 2009 |
| Second Court Hearing for approval of the Scheme | 16 November 2009 |
| Effective Date of the Scheme | 17 November 2009 |
| Record Date for determination of entitlements under the Scheme | 24 November 2009 |
| Scheme Implementation Date and payment of Scheme Consideration | 1 December 2009 |
| Removal of GRD Limited from the official list of ASX | 4 December 2009 |
Who is AMEC?
AMEC is a focused supplier of high-value consultancy, engineering and project management services to the world's energy, power and process industries. With annual revenues of over £2.6 billion, AMEC designs, delivers and maintains strategic and complex assets for its customers. AMEC's Natural Resources, Power and Process and Earth and Environmental businesses employ over 22,000 people in more than 30 countries globally.
AMEC shares are traded on the London Stock Exchange where the company is listed in the Oil Equipment and Services sector (LSE: AMEC.L).
AMEC's Natural Resources business is a leading provider of total life-of-asset services to customers in the upstream and downstream oil and gas (including oil sands) and mining sectors, with a strong reputation for balancing global excellence with local delivery.