0001104659-14-073536.txt : 20141024 0001104659-14-073536.hdr.sgml : 20141024 20141024081309 ACCESSION NUMBER: 0001104659-14-073536 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141024 DATE AS OF CHANGE: 20141024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER WHEELER AG CENTRAL INDEX KEY: 0001130385 STANDARD INDUSTRIAL CLASSIFICATION: HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS [1600] IRS NUMBER: 223802649 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31305 FILM NUMBER: 141171170 BUSINESS ADDRESS: STREET 1: SHINFIELD PARK CITY: READING BERKSHIRE STATE: X0 ZIP: RG2 9FW BUSINESS PHONE: 9087304000 MAIL ADDRESS: STREET 1: 53 FRONTAGE ROAD CITY: HAMPTON STATE: NJ ZIP: 08827 FORMER COMPANY: FORMER CONFORMED NAME: FOSTER WHEELER LTD DATE OF NAME CHANGE: 20001221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMEC PLC CENTRAL INDEX KEY: 0001328798 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 980397836 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: BOOTHS PARK, CHELFORD ROAD STREET 2: KNUTSFORD CITY: CHESHIRE STATE: X0 ZIP: WA16 8QZ BUSINESS PHONE: 441565652100 MAIL ADDRESS: STREET 1: BOOTHS PARK, CHELFORD ROAD STREET 2: KNUTSFORD CITY: CHESHIRE STATE: X0 ZIP: WA16 8QZ 425 1 a14-22781_4425.htm 425

 

Filed by AMEC plc

 

This communication is filed pursuant to Rule 425 under the United States Securities Act of 1933

 

Subject Company: Foster Wheeler AG

 

Registration Number: 333-199116

 

Date: October 24, 2014

 

The following is the voting results of AMEC’s General Meeting held on October 23, 2014 and posted to the Investor section of AMEC’s website, www.amec.com, on October 24, 2014:

 

AMEC plc

 

24 October 2014

 

AMEC plc (the “Company”)  — General Meeting — Voting Results

 

In compliance with Listing Rule 9.6.18R, we hereby advise that all resolutions were passed by way of a poll vote at the General Meeting held yesterday, 23 October 2014.  For shareholders’ information, the current issued share capital of the Company is 298,364,728 shares (excluding 5,458,126 shares held in Treasury).  The voting was as follows:

 

 

 

Resolution

 

Votes For
(Including
Discretionary)

 

%

 

Votes
Against

 

%

 

Votes
Withheld*

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Approve the acquisition of Foster Wheeler AG and allot new AMEC shares to Foster Wheeler shareholders

 

199,224,932

 

99.89

 

209,759

 

0.11

 

574,911

2

 

Authority to allot shares

 

199,004,685

 

99.56

 

873,844

 

0.44

 

133,326

3

 

Disapplication of pre-emption rights

 

199,144,551

 

99.74

 

511,555

 

0.26

 

349,701

4

 

Authority to purchase own shares

 

199,286,972

 

99.90

 

205,868

 

0.10

 

519,715

5

 

Approve the change of name of the Company to Amec Foster Wheeler plc

 

199,666,779

 

99.86

 

278,415

 

0.14

 

62,783

 

* A vote withheld is not a vote in law and is not counted in the calculation of the votes cast “for” or “against” a resolution.

 

In compliance with Listing Rule 9.6.2R, copies of the resolutions have been forwarded to the UK Listing Authority for publication through the National Storage Mechanism where they will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.

 

This announcement will also be available for viewing in the Investors section of www.amec.com.

 

Kim Hand

Senior Assistant Company Secretary

 


 

IMPORTANT INFORMATION:

 

An offer to purchase all of the issued and outstanding registered shares of Foster Wheeler AG (the “Offer”) is being made by AMEC plc (the “Offeror”) through AMEC International Investments BV, a wholly-owned subsidiary of the Offeror.

 

This material is for informational purposes only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This material is not an offer of securities for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under the US Securities Act of 1933, or an exemption therefrom.

 

In connection with the Offer, the Offeror has filed a registration statement on Form F-4, which includes a prospectus, and a Tender Offer statement on Schedule TO (the “Schedule TO”). The Offer is being made exclusively by means of, and subject to, the terms and conditions set out in, an offer document containing and setting out the terms and conditions of the Offer (the “Offer Document”) and a letter of transmittal and form of acceptance (the “Acceptance Forms”) which have been delivered to Foster Wheeler AG, filed with the United States Securities and Exchange Commission (the “SEC”) and mailed to Foster Wheeler AG shareholders.

 

The release, publication or distribution of this material in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this material is released, published or distributed should inform themselves about and observe such restrictions.

 

SHAREHOLDERS OF FOSTER WHEELER AG ARE URGED TO READ ALL DOCUMENTS REGARDING THE OFFER WHEN THEY BECOME AVAILABLE (INCLUDING THE EXHIBITS THERETO) AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

 

The Offer Document, the Schedule TO and other related documents filed by the Offeror and Foster Wheeler AG are available electronically without charge at the SEC’s website, www.sec.gov. Materials filed with the SEC may also be obtained without charge at the Offeror’s website, www.amec.com, or at Foster Wheeler’s website, www.fwc.com, respectively.

 

While the Offer is being made to all holders of Foster Wheeler AG common shares, this material does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction.