Disposal

AMCO Corporation PLC 14 April 2008 Press Release 14 April 2008 Amco Corporation Plc Disposal of non-core assets Proposal to change of name to Billington Holdings plc Board changes Change of Registered Office Amco Corporation Plc ('Amco Corporation' or 'the Group') is pleased to announce that it has reached agreement to sell certain non-core operations, comprising the Group's construction, manufacturing and property investment and development businesses ('the exiting group'), to Amco Group Limited ('Newco') for a cash consideration of £9.4 million, payable as to £8 million on completion and the balance within 12 months. Amco Group Limited is owned by Endless LLP and certain directors and employees. Reasons for the disposal Amco Corporation Plc is the holding company for a broad mix of companies serving a range of sectors, including structural steel, construction, property, engineering and manufacturing. Following the talks held in 2006 regarding a possible buy out of the entire Group, the Board has reviewed the strategic direction of the Group. The Board has concluded that there are limited synergies between some parts of the Group and that shareholder interests would be better served by a clear strategic focus. The transaction will transform the Group, with the Retained Group focussed wholly on the existing Structural Steel and Engineering businesses. The majority of the Retained Group comprises Billington Structures Ltd, a large and profitable structural steel business with a track record of growth. The exiting group includes businesses which have provided volatile results which detract from the consistency and visibility of the earnings stream from the Retained Group (being the Amco group companies following the sale of the exiting group). The independent directors (being the Directors of Amco Corporation apart from Messrs Jackson and Swire) believe the Retained Group is capable of sustained organic growth, whilst the disposal proceeds provide the flexibility to invest where appropriate to capitalise on organic opportunities and to consider growth by acquisition. Structural Steel comprises Billington Structures, the award-winning and nationally recognised steelwork contractor; easi-edge, a safety solutions provider, and Hollybank, a manufacturer of steel arches for the mining industry. Engineering comprises Dosco, an internationally known designer and manufacturer of underground tunnelling and roadheading machinery. Related Party Transaction The disposal constitutes a related party transaction under the AIM Rules as David Jackson and Ian Swire, both directors of Amco Corporation, are interested in Newco. Their combined interest in Newco exceeds 30% of the issued share capital in that company. The independent directors consider, having consulted with Brewin Dolphin Investment Banking, the nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. Change of name At the AGM a resolution will be put to shareholders to change the company's name to Billington Holdings plc. The independent directors believe that the new name will better reflect the focus of the Group's activities and also signifies a major change in the life of the Group. In addition, with immediate effect, the Registered Office of Amco Corporation Plc will be relocated to the offices of Billington Structures Limited at: Barnsley Road Wombwell Barnsley South Yorkshire S73 8DS Board changes David Jackson and Ian Swire, the present Executive Director and Finance Director of Amco Corporation, have worked with Endless LLP on the disposal and are leaving Amco Corporation as part of the disposal. Accordingly, both have resigned with immediate effect. Peter Hart and Mike Fewster are currently Finance Director and Operations Director for Billington Structures Ltd and accordingly have been appointed Directors of Amco Corporation with immediate effect (further details are set out below). Preliminary results The results for the year ended 31 December 2007 will be announced by the end of April 2008. For the Group as a whole, these are expected to be in line with expectations before non-recurring items. Profit after taxation for the Retained Group is expected to be £3.31 million (2006: £3.27 million). However, profit after taxation relating to the exiting Group is expected to be £1.13 million (2006: £2.91 million) which is below management expectations following a one off provision relating to a mining contract. In addition, the results are expected to show a loss of £8.62 million relating to the disposal, being the difference between the consideration net of transaction costs and the net assets being disposed of. The overall result for the year is therefore expected to be a loss of £4.18 million (2006: profit of £6.19 million). The figures stated above are at present unaudited, but it is not anticipated that there will be any material change between these figures and the preliminary announcement. The final dividend for the year ended 31 December 2007 will be in line with expectations at 7.5p per share. Current trading Structural Steel has a record forward order book in excess of £40 million. The workload is spread geographically across the length and breadth of the UK mainland with structural steelwork destined for projects that service a wide variety of building types and sectors. Current projects cover a wide spectrum of activities including education, military infrastructure, the arts, commercial premises and industrial buildings. This coupled with a substantial blue chip customer base, provides a strong trading pipeline for our Structural Steel activities to continue to develop through 2008 and beyond. The recent turmoil in the financial markets has led to a degree of general nervousness in the construction sector, particularly affecting residential and distribution projects. Neither of these building types feature highly in Billington's current portfolio and we continue to see strong demand from the various schools initiatives, power stations and general town centre regeneration projects. The current buoyant conditions in the world mining industry mean that Dosco is experiencing a steady demand in its spares business and has orders and enquiries for new and refurbished machines going through into 2009. For further information please contact: Amco Corporation Plc Peter Hems, Executive Chairman Tel: + 44 (0) 116 2575170 (Chairman's office) +44 (0) 1226 340666 (Billingtons) Brewin Dolphin Investment Banking Andrew Emmott Tel: +44 (0) 845 270 8610 Media enquiries: Abchurch Sarah Hollins / Chris Lane Tel: +44 (0) 113 203 1343 chris.lane@abchurch-group.com www.abchurch-group.com Information about the Retained Group Billington Structures Ltd has been trading continuously since 1947 and now employs in excess of 300 people at its factories and offices in Barnsley (its head office) and Bristol. Billington has an extremely experienced management team, led by Stephen Fareham as Managing Director, Mike Fewster as Operations Director and Peter Hart in the role of Finance Director. The senior management is backed and supported by a strong and experienced divisional team of managers operating in the roles of Commercial Director (Martin Goddard age 41), Technical Director (Steve Mason AMIStructE age 54), Contracts Director (Mike Rowe MIOB age 50) and Production Director (Kevin Campbell BEng MBA MIET age 42). Billington details, procures, fabricates and erects on site over 27,000 tonnes of steelwork for use in schools, hospitals, defence, commercial and industrial buildings; its particular strength is its ability to deal with the more complex structures sometimes avoided by its mass production rivals. All work is controlled by its Bilmis intranet and in accordance with its ISO 9001, 14001 and 18001 accreditations. Some 20% of its sales revenue arises from additional contracting activity, including metal deck flooring, edge protection (utilising easi-edge), concrete floors, stairs, intumescent paint and cold rolled products. Production operates on a just-in-time basis meaning that stocks of main steel sections are kept to a minimum. Steel is supplied by Corus Distribution's sites at Leeds and Yate. This seamless electronic, arrangement has operated for over 14 years and Billington is now ranked as one of Corus Distribution's largest customers. A mix of stability, strong customer base, innovation and creativity has provided Billington Structures with year on year growth, coupled with a steady and reliable profit stream. The company's turnover has grown from £16 million in 1997 to over £50 million today and profit before tax from £1.2 million to £4.5 million in the same period. Billington Structures has a blue chip customer base including Balfour Beatty, Bovis, HBG, ISG, Kier, Laing O'Rourke, Mace, Shepherd, Sir Robert McAlpine and Wates. Computer modelling has enabled Billington to successfully complete a whole host of complex landmark buildings. Furthermore, Billington's achievements have received industry recognition winning Steelwork Contractor of the Year, Specialist Contractor of the Year and IT Innovator in recent years. Billington is seen as a leader in its market and as an example of its innovative approach it has developed easi-edge, a safety solutions provider to the construction industry, based in Tuxford and Bristol. Over 70 km of edge protection barriers are in daily hire use across the country delivering a recurring revenue stream. Other products in the easi portfolio include Trailarrest, which protects operatives from falls from vehicles and Coresafe, a gate system for lift shaft protection during construction. Manufacture is generally in-house and patents have been gained or are pending for the majority of easi products. easi-edge is an associate member of the British Constructional Steelwork Association with whom it has achieved silver status for sustainability. It is a founder member of the Edge Protection Federation and has Quality Assurance and Environmental accreditation to ISO 9001 and 14001 respectively. The easi-edge safety solution business provides an opportunity for future growth with an innovative and expanding product range in a growing market. The Group will be looking to expand operations in this area to take advantage of and expand on the foothold gained into this market. Billington has managed Hollybank Engineering Ltd, based in Tuxford, North Nottinghamshire, for a considerable number of years. Hollybank remains the supplier of choice for steel underground support arches to the UK mining industry. Recent times have seen an upsurge in the requirement for underground steelwork to a wide variety of mining and civil engineering contractors. Additionally, Hollybank manufactures some of easi-edge's products, all in accordance with its ISO 9001 and 14001 accreditations. Dosco Overseas Engineering Ltd, also based at Tuxford, has a worldwide reputation for the design and manufacture of roadheading and tunnelling equipment for the mineral mining and civil markets. The company was established in the early 1950's by Dominion Steel and Coal Company of Canada to market the Dosco miner into the UK coal mining industry and since that time has gone on to manufacture and supply over 3,000 machines to clients around the world. Since the demise of the UK coal mining industry the company has diversified its markets and now generates some 85% of its business from overseas including the major coal producing countries of China, Russia, USA and India. Dosco's products are not just limited to coal mining; they have also introduced machines for use in high volume production of a range of minerals as well as machines for various types of civil construction. Dosco is also accredited to ISO9001 and as such maintains an independent quality assurance department, responsible for all aspects of a machines design, manufacture and installation in the field. Dosco is also accredited and certified to IS014001 demonstrating the company's commitment to improving its environmental and conservation performance by minimising waste, controlling pollution and protecting natural resources. Board of Directors The Retained Group board will comprise: Peter Hems, Executive Chairman Stephen Fareham, Managing Director Peter Hart, Finance Director Mike Fewster, Operations Director John Gordon, Non-executive Director Mike Speakman, Non-executive Director Directors' Biographies Peter Hems - Executive Chairman Peter (aged 59) joined the board on 1 April 2007. He is a chartered accountant who has spent most of his career as a business and advisory partner with Grant Thornton until he resigned in March 2007 to take up this role. Steve Fareham - Managing Director Steve (aged 57) has 40 years experience in the steelwork industry. He is a Chartered Structural Engineer, a Chartered Health and Safety Practitioner, has a first class honours degree in Civil Engineering and a masters degree in Health and Safety Management. He is a former president (2000-2003) of the UK steel contractors trade body BCSA, a past chair of the National Steelwork Contractors Group, member of the BCSA H&S Committee, and a founder member of the Edge Protection Federation. Peter Hart - Finance Director Peter (aged 59), a member of the Chartered Institute of Management Accountants has 19 years experience with Billington, and had previously worked in the mining machinery and aerospace industries. He is also Chairman of the Trustees of Dosco Overseas Engineering Ltd Pension Scheme and a member of the BCSA Sustainability Working Group. Mike Fewster - Operations Director Mike (aged 60) is a Chartered Civil and Structural Engineer with 25 years experience in the steel construction industry. He is a member of many industry committees and is chairman of the Steel Connections Group and a past Chairman of the Northern BCSA. John Gordon - Non-executive Director John (aged 41) practised as a barrister from 1989 until 1999 when he re-qualified as a solicitor. John is in private practice as a partner in Crichtons Solicitors LLP, specialising in commercial and property litigation. He was appointed to the board in 2007, and his legal-commercial background makes him a valuable member of the team. Mike Speakman - Non-executive Director Mike (aged 72) is a Fellow of the Institute of Civil Engineers and a Fellow of the Chartered Institute of Building. He first joined the group Board in 1996 and has had a number of roles both as an executive and later as a non executive director. Mike's experience over many years is wide ranging and he continues to be an important member of the team. Prior to joining Amco Group, Mike was Chief Executive of the Stepney Group of Companies. Information about the exiting group The exiting group comprises the following principal companies and their subsidiaries: Company Activity Amco Property Investments Ltd Group property investments Amco Developments Ltd Property development Amalgamated Construction Ltd Specialist engineering Amco Plastics Ltd Plastic products Amco Interinvest Ltd Motor leasing Amco Insurance Co Ltd Provider of insurance to group companies The unaudited combined profit after taxation of these companies for the year ended 31 December 2007 was £1.1 million. The unaudited combined net assets of these companies as at 31 December 2007 was £17.0 million. This result is net of a provision of £1.2million (net of tax) for overseas withholding tax that should have been deducted by a customer in relation to a drilling contract. The claim by the customer has been strenuously resisted, but after commercial negotiation a new schedule of rates and an extension to the contract term has been agreed in return for which Amalgamated Construction Ltd has agreed to accept responsibility for the overpayment and to repay this to the customer over the revised term of the contract. The price agreed for the exiting group has been arrived at taking into account the assets and earnings of the underlying businesses and the new owners taking on responsibility for the relevant pension scheme. The exiting group has assumed responsibility for the Amco Defined Benefit Pension Scheme which was showing a small surplus on an FRS17 basis at 31 December 2007 and a deficit of between £5.3million and £8.0 million on a buy out basis depending on the assumptions used. Around 20% of this potential liability will remain with the Retained Group relating to employees of Billington Structures Ltd. Amco Corporation has an Employee Share Ownership Plan (the 'ESOP') whose assets at present are shares in the Company and cash. The terms of the disposal provide for the apportionment of those assets (after settling certain costs and liabilities of the ESOP) as to two thirds remaining with the ESOP for the benefit of Group employees and one third to a similar scheme to be established by Newco for the benefit of its employees. Such an apportionment will only be made to the extent that the ESOP has cash. END This information is provided by RNS The company news service from the London Stock Exchange
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