FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Rule 13a
- 16 or 15d - 16 of
The Securities and Exchange Act of 1934
For the Month of June, 2007
HANSON PLC
1 Grosvenor Place, London, SW1X 7JH, England
[Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40F.]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
Yes No X
For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
OFFER UPDATE
25 June 2007
Recommended acquisition (the "Acquisition")
of
Hanson PLC ("Hanson")
by
Lehigh UK Limited ("Lehigh")
a wholly owned direct subsidiary of
HeidelbergCement AG ("HeidelbergCement")
Posting of Scheme Document and Trading Update
On 15 May 2007, Hanson and HeidelbergCement announced that they had reached agreement on the terms of the recommended acquisition of
the entire issued and to be issued share capital of Hanson at a price of 1100 pence in cash for each Hanson Share.
It is intended that the Acquisition will be implemented by way of a Court approved procedure known as a scheme of arrangement (the
"Scheme") under section 425 of the Companies Act 1985 (the "Act"). Hanson now announces that the document (the "Scheme Document")
containing, inter alia, the terms of the Scheme, an explanatory statement (in compliance with section 426 of the Act), notices of the
required meetings, a timetable of principal events, and details of the action to be taken by Hanson Shareholders was today posted to
all Hanson Shareholders, ADS Holders and CDI Holders.
As described in the Scheme Document, the Scheme will require the approval of Hanson Shareholders at the Court Meeting and the passing
of a special resolution at an Extraordinary General Meeting of Hanson. The Court Meeting and the Extraordinary General Meeting will
both be held at The Royal Aeronautical Society, 4 Hamilton Place, Mayfair, London W1J 7BQ on Tuesday, July 31, 2007 at 11:00 a.m. and
11:15 a.m. respectively. The Scheme will also require the subsequent sanction of the Court and confirmation of the capital reduction
by the Court. Further details as to the approvals required and the persons entitled to vote at these meetings are contained in the
Scheme Document. Subject to approval at the relevant meetings and the satisfaction and waiver of the other conditions set out in the
Scheme Document, the Scheme is expected to become effective on or around August 24, 2007.
Timetable
The following indicative timetable sets out the key dates for implementation of the Proposals. For further information on the key
timetable dates for ADS Holders and CDI Holders, please see Parts IV and V of the Scheme Document respectively.
Event Time and/or date
Latest time for lodging Forms of Proxy for:
Court Meeting 11:00 a.m. on July 29, 2007
Extraordinary General Meeting 11:15 a.m. on July 29, 2007
Voting Record Time 6.00 p.m. on July 29, 2007*
Court Meeting 11:00 a.m. on July 31, 2007
Extraordinary General Meeting 11:15 a.m. on July 31, 2007
Latest time for lodging Loan Note Form of Election 6.00 p.m. on July 31, 2007
The following dates are subject to change
(please see note below) **
Court Hearing Date (to sanction the Scheme) August 20, 2007
Last day of dealings in, and for registration
of transfers of, Hanson Shares August 22, 2007
Scheme Record Time 6.00 p.m. on August 22, 2007
Court Hearing Date
(to approve the Reduction of Capital) August 23, 2007
Effective Date August 24, 2007
Cancellation of listing of Hanson Shares 8:00 a.m. on August 30, 2007
Termination of quotation of the CDIs August 30, 2007
Cancellation of listing of the ADSs September 4, 2007
Latest date for despatch of cheques/issue of Loan
Notes and settlement through CREST within 14 days of the Effective Date
All references in this announcement to times are to London times.
* If either the Court Meeting or the EGM is adjourned, the Voting Record Time for the relevant adjourned meeting will be
6:00 p.m. on the day falling two days before the day of the adjourned meeting.
** These times and dates are indicative only and will depend, among other things, on the dates upon which the
Regulatory Approvals are obtained and the Court sanctions the Scheme and confirms the Reduction of Capital.
FSA Document Viewing Facility
Copies of the Scheme Document have been submitted to the Financial Services Authority and will be available for inspection at the
Financial Services Authority's document viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Telephone: 020 7066 1000
In addition, the Scheme Document is available on Hanson's website until December 31, 2007 at www.hanson.com.
Trading update
Trading for the first half of 2007 remains in line with Hanson's expectations, as set out in Hanson's AGM statement made in the
Annual General Meeting of the Company on April 24, 2007, with challenging conditions in North America and the impact of the weak US
dollar broadly offset by improvements in other divisions.
In North America, aggregates selling prices have remained robust. However, the residential market remains difficult and, together
with a prolonged winter season, will result in a challenging first half compared to an unusually strong first half of 2006.
In the UK, both divisions have performed well compared to the first half of 2006, supported by improved product volumes and price
discipline.
Elsewhere, Hanson's operations in Australia, Asia and Continental Europe have enjoyed a good first half.
At this stage, the Company expects continued weakness in the US residential market and adverse foreign exchange to impact the second
half of the year, with trading in divisions elsewhere remaining robust.
Notes to editors
Hanson is one of the world's largest suppliers of heavy building materials to the construction industry, with turnover in 2006 of
£4.1bn. The Company's products fall into two categories: "aggregates" (crushed rock, sand and gravel, ready-mixed concrete, asphalt
and cement related products) and "building products" (concrete pipes, pre-cast products, concrete pavers, blocks, tiles and clay
bricks). Hanson employ approximately 26,000 people, operating primarily in North America, the UK and Australia with further
operations in Asia Pacific and Continental Europe.
Any capitalised term used but not defined in this announcement has the same meaning as is given to it in the Scheme Document.
Enquiries:
Hanson Tel: +44(0) 20 7245 1245
Charlotte Mulford, Media
Catherine Garland
Rothschild (financial adviser to Hanson) Tel: +44(0) 20 7280 5000
John Deans
Richard Murley
Ed Welsh
Hoare Govett (corporate brokers to Hanson) Tel: +44 (0) 20 7678 8000
Paul Nicholls
Antonia Rowan
Financial Dynamics (PR adviser to Hanson) Tel: +44(0) 20 7831 3113
Andrew Lorenz
Jon Simmons
This announcement is not intended to and does not constitute, or form part of, any offer or invitation to purchase any securities or
the solicitation of any vote or approval in any jurisdiction pursuant to the Proposals or otherwise. The Proposals will be made
solely through the Scheme Document, which contains the full terms and conditions of the Proposals, including details of how to vote
in respect of the Proposals. Any response to the Proposals should be made only on the basis of the information contained in the
Scheme Document.
The availability of the Proposals to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not so resident should inform themselves about and observe any applicable requirements in those
jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.
The distribution of this announcement in jurisdictions other than England and Wales may be restricted by law and therefore persons in
such jurisdictions into whose possession this announcement comes should inform themselves about and observe such restrictions. Any
failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purposes of complying with English Law, 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 of
England and Wales.
Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for
Hanson and no one else in connection with the Proposals and will not be responsible to anyone other than Hanson for providing the
protections offered to clients of Rothschild nor for providing advice in relation to the Proposals or any other matters referred to
in this announcement.
The Loan Notes that may be issued pursuant to the Proposals have not been and will not be registered under the Securities Act or
under the relevant securities laws of any state or territory or other jurisdiction of the United States. Accordingly, Loan Notes may
not be offered or sold in the United States, except in a transaction not subject to, or in reliance on an exemption from, the
registration requirements of the Securities Act and such state securities laws.
Any Loan Notes which may be issued pursuant to the Proposals have not been and will not be registered under the relevant securities
laws of Japan and any relevant clearances and registrations have not been, and will not be, obtained from the securities commission
of any province of Canada. No prospectus in relation to the Loan Notes has been, or will be, lodged with, or registered with, the
Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, unless otherwise determined by
Lehigh and permitted by applicable law and regulation, the Loan Notes may not be offered, sold, resold, transferred, delivered or
distributed, directly or indirectly in or into Canada, Australia or Japan or any other jurisdiction where to do so would violate the
laws of that jurisdiction or would require registration thereof in such jurisdiction.
No other listing authority or equivalent has reviewed, approved or disapproved this announcement, the Proposals or the Loan Notes nor
has it expressed a view on the accuracy or adequacy of this announcement.
Cautionary note regarding forward-looking statements
This announcement, including information included or incorporated by reference in this announcement, includes, or may be deemed to
include, "forward-looking statements" under United States securities laws, including statements about the expected timing of the
Proposals, the expected effects on Hanson or HeidelbergCement of the Proposals, anticipated earnings enhancements, estimated cost
savings and other synergies, potential strategic options, plans for and benefits of integration, estimated future growth, market
position and all other statements in this document other than statements of historical fact. Forward-looking statements include,
without limitation, statements that typically contain words such as "will", "may", "should", "continue", "aims", "believes",
"expects", "estimates", "intends", "anticipates", "projects", "plans" or similar expressions. By their nature, forward-looking
statements involve known or unknown risks, uncertainties and other factors because they relate to events and depend on circumstances
that all occur in the future. Actual results may differ materially from those expressed in the forward-looking statements depending
on a number of factors, including, but not limited to, the satisfaction of the conditions to the Proposals, future market conditions,
the behaviour of other market participants, an adverse change in the economic climate, a fluctuation in the level of clients'
commercial activity, appropriate consultation with employee representative bodies, a loss of key personnel and the extent to which
the Hanson and HeidelbergCement businesses are successfully integrated. In the case of risks applicable to Hanson, please see the
Hanson PLC Annual Report and Form 20-F 2006, section entitled "Principal risks and uncertainties". Many of these risks and
uncertainties relate to factors that are beyond the relevant companies' abilities to control or estimate precisely, such as future
market conditions and the behaviours of other market participants and, therefore undue reliance should not be placed on such
statements. The forward-looking statements contained or referred to in this announcement are made as of the date hereof and each of
Hanson, HeidelbergCement and Lehigh assumes no obligation and does not intend publicly to update or revise these forward-looking
statements, whether as a result of future events, new information or otherwise, except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in one per
cent. or more of any class of "relevant securities" of Hanson, all "dealings" in any "relevant securities" of that company (including
by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will
continue until the date on which the Scheme becomes effective or the "offer period" for the purposes of the Code otherwise ends. If
two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Hanson, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Hanson by HeidelbergCement, Lehigh
or Hanson, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks within this Section headed "Dealing Disclosure Requirements" are defined in the Takeover Code, which can
also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing"
under Rule 8 you should consult the Takeover Panel.
END
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.
HANSON PLC
By:
/s/ Graham Dransfield
Date: June 25, 2007