Rights Issue

Porvair PLC 30 May 2001 30 May 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF IRELAND PORVAIR PLC 3 FOR 7 RIGHTS ISSUE AT 260 PENCE PER SHARE TO RAISE £28.7 MILLION Porvair plc, the materials science group, announces that it is to raise approximately £27.3 million, net of expenses, by way of a 3 for 7 Rights Issue at 260 pence per share. The net proceeds of the Rights Issue will be used to reduce borrowings, the majority of which were incurred in funding recent acquisitions. Following the Rights Issue, pro forma net borrowings will be £5.2 million. The Rights Issue will provide Porvair with the flexibility to take advantage of acquisition opportunities which the Directors expect to arise for the ongoing development of its business whilst continuing to invest at substantially increased levels in support of its promising fuel cell technology. The Rights Issue has been fully underwritten by Close Brothers and Beeson Gregory. The Directors (other than the Non-executive Chairman) have irrevocably undertaken to take up their rights in full. The Chairman intends to sell sufficient rights, nil paid, to enable him to subscribe for the balance of his entitlement. Dealings in the New Ordinary Shares are expected to commence, nil paid, at 8.00 am on 18 June 2001. The latest time and date for acceptance and payment in full under the Rights Issue is expected to be 3.00 pm on 10 July 2001. Ben Stocks, Chief Executive of Porvair, commented: 'Porvair is a materials science group that is developing both organically and by acquisition. Funds from the rights issue will enable us to continue our growth and sustain the development of our promising fuel cell materials technologies.' Enquiries Porvair plc Tel: 01553 761111 Ben Stocks, Chief Executive Mark Moran, Finance Director Close Brothers Corporate Finance Limited Tel: 020 7655 3100 Andrew Cunningham Michael Dubois Beeson Gregory Limited Tel: 020 7488 4040 Chris Callaway Buchanan Communications Tel: 020 7466 5000 Charles Ryland Catherine Miles This announcement is issued by Porvair plc and the Directors of Porvair plc are the persons responsible for the information contained in this announcement. Close Brothers Corporate Finance Limited, which is regulated by the Securities and Futures Authority has approved this announcement for the purposes of section 57 of the Financial Services Act 1986. Close Brothers Corporate Finance Limited is acting for Porvair plc and for no-one else in relation to the Rights Issue and will not be responsible to any other person for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue. The contents of this press announcement do not constitute an offer or invitation to acquire shares in Porvair plc. 30 May 2001 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF IRELAND PORVAIR PLC 3 FOR 7 RIGHTS ISSUE AT 260 PENCE PER SHARE TO RAISE £28.7 MILLION Introduction The Board of Porvair announces that the Company is to raise approximately £ 27.3 million net of expenses by way of a 3 for 7 rights issue of up to 11,041,094 New Ordinary Shares at 260p per share. The Rights Issue has been fully underwritten by Close Brothers and Beeson Gregory. The Rights Issue is conditional, inter alia, on the passing of the resolutions to be proposed at an extraordinary general meeting to be held at Riverside Industrial Estate, Estuary Road, King's Lynn, Norfolk PE30 2HS at 9.00 am on 15 June 2001 to increase the Company's authorised share capital and to grant the Directors authority to allot shares. A second extraordinary general meeting is to be held at Riverside Industrial Estate, Estuary Road, King's Lynn, Norfolk PE30 2HS at 9.00 am on 22 June 2001 to disapply statutory pre-emption rights. The Rights Issue is not conditional on the passing of this resolution. A prospectus, giving details of the Rights Issue, is being published by Porvair and despatched to Shareholders today. Background to and reasons for the Rights Issue Porvair's strategy is to identify and develop materials technologies that display clear technical edge, strong market position and significant potential for profitable growth. In Porvair's Annual Report and Accounts for the year ended 30 November 2000, the Company set out its strategic outlook for 2001, describing the year ahead as being one of transition. It undertook to increase research and development expenditure substantially in support of promising materials technology applicable to fuel cell development. This evolutionary change of strategic emphasis prompted a review of the Group's investment and development programmes, with the intention of identifying those areas of the business best positioned for organic and acquisitive growth and those areas best positioned to maximise shorter term profit and cash generation. During the current year, Porvair has made the following acquisitions in identified growth areas of the business: Date Company Total Form of consideration acquisition cost 27 February Engineered US$5.4 million Cash 2001 Ceramics 21 March Sympatex (25 per £2.2 million* Cash 2001 cent. stake) 26 March Microfiltrex £12.3 million Cash 2001 1 May 2001 2Fi £7.5 million Cash, unsecured loan notes and ordinary shares in PTL * This figure includes a loan of Euro 1.6 million (£1.0 million) to Sympatex. Porvair has funded the cash consideration payable in respect of the Acquisitions, together with the associated costs, through bank borrowings which include a bridge facility for £16 million which expires on 31 March 2002. The net proceeds of the Rights Issue will be used to reduce these borrowings and to repay the bridge facility in full. Porvair will have pro forma net borrowings of £5.2 million following the Rights Issue. The capital structure of the Group following the Rights Issue will provide the Company with flexibility to take advantage of acquisition opportunities which Porvair expects to arise for the ongoing development of its business whilst continuing to invest at substantially increased levels in support of promising fuel cell technology. A number of such potential opportunities are currently being investigated by the Company. It is not possible to foretell with any certainty whether any of these opportunities might result in a transaction or, if they do, within what timescale such a transaction might take place. The Acquisitions Engineered Ceramics Engineered Ceramics was an operating business unit of General Signal Technology Corporation, a subsidiary of SPX Corporation, the business and assets of which were acquired by Selee on 27 February 2001 at a cost of US$5.4 million in cash. Engineered Ceramics is a US-based manufacturer of high performance products for the molten metal and thermal processing industries. It has a strong position in supplying the investment casting industry, a market in which Porvair's subsidiary Selee has a fast growing presence. Engineered Ceramics will be operated by Selee. Porvair expects that combining Engineered Ceramics' product base with Selee's sales force and new materials pipeline will enable the Company to continue to grow in this market. Financial, administrative and information systems have already been successfully integrated into Selee. Commercial integration is progressing well and Porvair is investigating several potential opportunities to utilise the skill bases of Selee and Engineered Ceramics for the benefit of the combined business. Engineered Ceramics' unaudited management accounts for the year ended 31 December 2000 showed profit before interest and tax of US$0.9 million on turnover of US$5.6 million. Net assets were US$1.5 million at that date. Sympatex Porvair acquired a 25 per cent. stake in Sympatex on 21 March 2001 for Euro 1.7 million (£1.2 million) (including expenses) in cash and at the same time provided a loan of Euro 1.6 million (£1.0 million) to Sympatex on which interest is receivable at a commercial rate. Porvair has the right to one seat on a four-seat supervisory board and holds 25 per cent. of the voting rights. The remaining 75 per cent. of Sympatex is owned by Ploucquet, a leading European textile, lamination and specialist clothing manufacturer, which acquired Sympatex with effect from 1 January 2001. Sympatex is a supplier of windproof, waterproof and breathable membranes under the Sympatex brand name for use in weather resistant clothing and shoes. Sympatex has a leading market share in German-speaking Europe and is a key competitor to Gore-Tex worldwide. The Directors expect that the combination of Sympatex's brand strength and marketing reach with Ploucquet's textile and lamination expertise and Porvair's proven membrane technology will strengthen Sympatex's competitive position and accelerate its development. Under the terms of a shareholding agreement, Porvair will undertake new product development programmes for Sympatex and will supply any resulting products. Moreover, Porvair has the right to licence the Sympatex brand name for its own products. Porvair views this acquisition as a significant step forward for its membranes business, offering a clear route to market for new product development and an enhanced focus on windproof/waterproof/breathable technology. This has accelerated progress in the simplification of the Group's membranes operation. Marginal product lines will cease production in 2001, thereby reducing cost and complexity and freeing cash resources. As announced on 10 April 2001, a one-time cost of approximately £3.0 million, primarily associated with the write down of assets used in the production of redundant products, has been incurred as an exceptional item during the six months ending 31 May 2001. Microfiltrex Microfiltrex was acquired by PTL on 26 March 2001 from Fairey Group plc (now renamed Spectris plc) at a cost of £12.3 million in cash. The acquisition was the first step in the formation of a new high-quality specialist filtration business, to be named Porvair Filtration Group, which is described in more detail below. Microfiltrex designs, manufactures and markets custom microfiltration and separation systems for demanding environments. It operates at the high performance end of the filtration market, focusing on high specification, bespoke solutions for its customers. Microfiltrex serves customers in technologically demanding industries, primarily aerospace and defence, electric power generation and fine chemicals. In its audited statutory accounts for the year ended 31 December 2000, Microfiltrex reported profit before interest and tax of £1.3 million on turnover of £8.4 million. Net assets were £0.2 million at that date. 2Fi 2Fi was acquired by PTL on 1 May 2001 from the 2Fi Managers and 3i at a cost of £7.5 million. The consideration was satisfied by the payment of approximately £1 million (principally to 3i) in cash, £1.5 million in unsecured loan notes and the issue of, in aggregate, 3,823,620 A ordinary shares in PTL (representing 21 per cent. of the issued share capital of PTL) to the 2Fi Managers. The acquisition marked the second step in the formation of Porvair Filtration Group. 2Fi designs, manufactures and markets custom microfiltration and separation systems for demanding environments, primarily for chemical, general industrial and pharmaceutical markets. It was founded in 1993 by the 2Fi Managers, two of whom were previously employees of Microfiltrex, and has grown rapidly since this time. It has a wide product base and excellent technical expertise. In its audited statutory accounts for the year ended 31 October 2000, 2Fi reported profit before interest and tax of £0.8 million on sales of £6.0 million. Net assets were £1.5 million at that date. Porvair Filtration Group Porvair is in the process of integrating Microfiltrex and 2Fi with its existing UK-based filtration business, PTL, to create a new specialist filtration business to be named Porvair Filtration Group. Porvair expects that the combination of Microfiltrex's excellent reputation and market position, the proven entrepreneurial skill and market knowledge of 2Fi's management and Porvair's microporous materials expertise and financial discipline will position the new business as a leading specialist filtration operation. Porvair Filtration Group will be managed by the 2Fi Managers. They hold, in aggregate, 21 per cent. of the issued share capital of PTL, which will form the holding company for Porvair Filtration Group and, as part of their incentive plan, will have the opportunity to increase their holdings by approximately a further 3 per cent., in aggregate, if certain performance targets are achieved. The 2Fi Managers have agreed not to dispose of any shares in PTL for a period of three years. The combination of businesses to form the Porvair Filtration Group will provide additional benefits in the following areas: - product range: a broader product range can be sold through a centrally managed sales force; - markets: 2Fi is strong in the UK, while Microfiltrex generates 30 per cent. of sales in the US where Porvair has a strong infrastructure; - costs: a single management team will remove unnecessary duplication; - materials: input costs will be reduced by the development of filtration media within the Enlarged Group; and - new product development: Porvair expects that access to the enhanced range of technologies offered by the Enlarged Group coupled with incentivised management will enable Porvair Filtration Group to develop exciting new products and applications. Porvair Fuel Cell Technologies Porvair has a strong position in the development of fuel cell components through its division, Porvair Fuel Cell Technologies, which is engaged actively in the licensing and development of new materials for specific use in challenging fuel cell environments. Porvair's materials are concerned with the control of heat, catalysis and moisture in fuel cell systems. In 2001, Porvair has undertaken to increase substantially its research and development expenditure in support of promising fuel cell materials technology. The majority of Porvair's research and development expenditure in the current financial year is expected to be attributable to fuel cell activities. The technical programme associated with this expenditure consists of fourteen specific projects. Commercial progress is encouraging with 39 sampling/development programmes in place to date. One of the fourteen projects has involved identifying other relevant materials sciences. Porvair has made exciting progress here, and in April 2001 agreed a licence with Oak Ridge National Laboratory, a US government funded energy research body. The licence relates to a patent-protected porous carbon composite mouldable bi-polar plate which will undergo trials for use in Proton Exchange Membrane fuel cell stacks. It is an excellent strategic fit and complements Porvair's existing MetPore (Trademark) fuel cell technology and advanced ceramics manufacturing capabilities. Porvair's exclusive access to this intellectual property will strengthen its position in the developing fuel cell market. The Enlarged Group The effect of the Acquisitions is to position Porvair as a materials technology group focused in the areas of filtration media and membranes technology through three principal operations with both scale and focus and fuel cell technology through an investment programme with exciting medium to long-term opportunities: Selee Selee, as enlarged by the acquisition of Engineered Ceramics, is North America's leading producer of open-pore ceramic foam for molten metal filtration applications. Membranes Membranes, as enlarged by the acquisition of the 25 per cent. stake in Sympatex, is a producer of polyurethane membranes under the Permair, Porelle, Sealskinz and Sympatex brands. Porvair Filtration Group Porvair Filtration Group will be a specialist vertically integrated business providing customised filtration solutions for demanding environments. Porvair Fuel Cell Technologies Porvair Fuel Cell Technologies is a developer and manufacturer of componentry for fuel cell, fuel reformation and allied applications. Other businesses In addition, Porvair has two smaller profitable businesses focusing on ceramic moulds and assay equipment for the life sciences market. Current trading and profit forecast The Group is trading in line with market expectations and the Board remains confident of the prospects for the Group in the current financial year. Simplification of the Group's membranes activities to maximise profit and cash generation potential is under way and will reduce its contribution this year. Progress in relation to the Group's fourteen fuel cell projects has been encouraging and the Board expects to make further advances in this area during the course of the year. Recent additions to the Group have started strongly. The Board expects that group operating profit on continuing activities before research and development expenditure, goodwill amortisation and exceptional items for the six months ending 31 May 2001 will be approximately £3.7million (2000: £3.4 million) and that loss before tax for the Group (after research and development expenditure, goodwill amortisation, exceptional items and interest) will be approximately £3.0 million for the same period (2000: profit £1.0 million). Details of the Rights Issue The Company proposes to raise approximately £27.3 million net of expenses by issuing up to 11,041,094 New Ordinary Shares at 260p per share payable in full on acceptance by way of the Rights Issue which will be made on the following basis: 3 New Ordinary Shares for every 7 existing Ordinary Shares held by Shareholders on the Record Date and so in proportion for any other number of Ordinary Shares then held. Entitlements to New Ordinary Shares will be rounded down to the nearest whole share and shares representing fractional entitlements will not be allotted. The New Ordinary Shares will, when paid for in full, carry the right to receive in full any dividends and distributions declared, paid or made after the date of this announcement and will otherwise rank pari passu in all respects with the existing issued Ordinary Shares. The Rights Issue has been fully underwritten by Close Brothers and Beeson Gregory. Any New Ordinary Shares not taken up under the Rights Issue will be issued to persons procured by Beeson Gregory as subscribers or failing that to Close Brothers and Beeson Gregory in equal proportions pursuant to the Underwriting Agreement. Application has been made to the UK Listing Authority and to the London Stock Exchange respectively for the New Ordinary Shares to be admitted to the Official List in nil paid form and to trading on the London Stock Exchange's market for listed securities in nil paid form. The Rights Issue is conditional, inter alia, on the Resolutions being passed at the First Extraordinary General Meeting, Admission taking place not later than on 18 June 2001 (or such later time and date as the Underwriters and the Company may agree, not being later than 26 June 2001) and the Underwriting Agreement not being terminated in accordance with its terms at any time prior to Admission. It is expected that Admission will occur and that dealings in the New Ordinary Shares, nil paid, will commence on 18 June 2001. It is expected that the latest time and date for acceptance and payment in full in respect of the Rights Issue will be 3.00 pm on 10 July 2001. The Provisional Allotment Letter that will be sent to Qualifying Shareholders following the passing of the Resolutions will indicate the number of New Ordinary Shares provisionally allotted to each such Qualifying Shareholder pursuant to the Rights Issue and for which he or she is entitled to subscribe and contain instructions regarding acceptance, payment, renunciation, splitting and registration. Extraordinary General Meetings The First Extraordinary General Meeting will be held at 9.00 am on 15 June 2001 and the Second Extraordinary General Meeting will be held at 9.00 am on 22 June 2001. Resolutions will be proposed at the First Extraordinary General Meeting to: 1. increase the authorised share capital of the Company from £688,000 to £1,500,000 (an increase in authorised share capital of 118 per cent.) by the creation of 40,600,000 new Ordinary Shares; and 2. authorise the Directors to allot relevant securities up to an aggregate nominal amount of £466,180 (amounting to the New Ordinary Shares plus one third of the issued ordinary share capital following the Rights Issue) pursuant to section 80 of the Act, such authority to expire on 14 June 2006. The Rights Issue is conditional upon the passing of the Resolutions. The Second Extraordinary General Meeting has been convened to maintain Porvair's flexibility to issue shares for cash following the Rights Issue, within the limits recommended by the Association of British Insurers. A resolution will be proposed at the Second Extraordinary General Meeting to disapply the statutory pre emption rights contained in section 89 of the Act in relation to pre-emptive issues and issues for cash not exceeding an aggregate nominal value of £36,804 (amounting to 5 per cent. of the issued ordinary share capital of the Company following the Rights Issue), such authority to expire on 21 June 2006. Directors' intentions The Directors (other than the chairman), are entitled to subscribe for a maximum of 22,927 New Ordinary Shares and have irrevocably undertaken to take up their rights in full. The Chairman intends to sell sufficient of his rights, nil paid, to enable him to subscribe for the balance of his entitlement, after providing for estimated costs and taxation. Expected timetable of principal events Record date for the Rights Issue 8 June 2001 Last time and date for receipt of the blue Form of Proxy in 9 am on 13 respect of the First Extraordinary General Meeting June 2001 First Extraordinary General Meeting 9 am on 15 June 2001 Provisional Allotment Letters despatched 15 June 2001 Admission occurs and dealings in New Ordinary Shares commence, 18 June 2001 nil paid Last time and date for receipt of the white Form of Proxy in 9 am on 20 respect of the Second Extraordinary General Meeting June 2001 Second Extraordinary General Meeting 9 am on 22 June 2001 Latest time and date for splitting Provisional Allotment Letters 3.00 pm on 5 July 2001 Latest time and date for acceptance and payment in full and 3.00 pm on 10 registration of renunciation July 2001 Dealings commence in the New Ordinary Shares, fully paid 11 July 2001 Crediting of CREST accounts with New Ordinary Shares 20 July 2001 Certificates for New Ordinary Shares despatched by 20 July 2001 Definitions '2Fi' 2Fi Holdings Limited, acquired by PTL on 1 May 2001 from the 2Fi Managers and 3i Group plc '2Fi Managers' John Sexton, David Amey and James Robinson 'Act' Companies Act 1985, as amended by the Companies Act 1989 and every statutory modification or re-enactment thereof for the time being in force 'Admission' the admission of the New Ordinary Shares, nil paid, to the Official List becoming effective in accordance with the Listing Rules and admission of the New Ordinary Shares, nil paid, to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards 'Acquisitions' the acquisitions of Microfiltrex, 2Fi, Engineered Ceramics and a 25 per cent. stake in Sympatex 'Beeson Gregory' Beeson Gregory Limited, stockbroker, listing agent and joint underwriter to the Company, of The Registry, Royal Mint Court, London EC3N 4LB 'Close Brothers' Close Brothers Corporate Finance Limited, sponsor and financial adviser to the Company or, in the context of the Underwriting Agreement, Close Brothers Limited, joint underwriter to the Company, (as the context requires) both of 10 Crown Place, London EC2A 4FT 'CREST' the system operated by CRESTCo Limited in accordance with which securities may be held and transferred in uncertificated form 'Directors' or the directors of the Company 'Board' 'Engineered an operating business unit of General Signal Technology Ceramics' Corporation, a subsidiary of SPX Corporation, the business and assets of which were acquired by Selee on 27 February 2001 'Enlarged Group' the Group, as enlarged by the Acquisitions 'Extraordinary the First Extraordinary Meeting and the Second Extraordinary General Meetings' General Meeting 'First the extraordinary general meeting of the Company to be held Extraordinary at 9.00 am on 15 June 2001 General Meeting' 'Forms of Proxy' the blue form of proxy for use in respect of the First Extraordinary General Meeting and the white form of proxy for use in the Second Extraordinary General Meeting, both of which are enclosed with this document 'Group' the Company and its subsidiary undertakings 'Listing Rules' rules and regulations made by the UK Listing Authority under Part IV of the Financial Services Act 1986 (as amended from time to time) 'London Stock London Stock Exchange plc Exchange' 'Microfiltrex' Fairey Microfiltrex Limited, acquired by PTL on 26 March 2001 from Fairey Group plc 'New Ordinary up to 11,041,094 new Ordinary Shares to be issued pursuant Shares' to the Rights Issue 'Official List' the Official List of the London Stock Exchange 'Ordinary Shares' ordinary shares of 2p each in the capital of the Company 'Ploucquet' C.F. Ploucquet GmbH & Co 'Porvair' or Porvair plc 'the Company' 'Porvair the new filtration business to be formed from the Filtration Group' integration of Microfiltrex, 2Fi and Porvair's existing UK-based filtration business 'Porvair Fuel Cell Porvair Fuel Cell Technology Inc., a wholly owned subsidiary Technologies' of Porvair 'Provisional the renounceable provisional allotment letter to be sent to Allotment Letter' each Qualifying Shareholder for use in connection with the Rights Issue 'PTL' Porvair Technology Limited, the company through which Porvair's existing UK-based filtration business is conducted, which will act as the holding company for Porvair Filtration Group 'Qualifying the holders of existing Ordinary Shares on the register of Shareholders' members of the Company on the Record Date other than certain overseas Shareholders 'Record Date' the close of business on 8 June 2001, or such later date as the Company shall announce 'Resolutions' the ordinary resolutions to be proposed at the First Extraordinary General Meeting 'Rights Issue' the proposed issue, by way of rights, of New Ordinary Shares to Qualifying Shareholders on the terms and subject to the conditions described in this document and the Provisional Allotment Letter 'Second the extraordinary general meeting of the Company to be held Extraordinary at 9.00 am on 22 June 2001 General Meeting' 'Selee' Selee Corporation, a wholly owned subsidiary of Porvair 'Shareholder' a holder of Ordinary Shares 'Sympatex' Sympatex Technologies GmbH, a 25 per cent. stake in which was acquired by Porvair on 21 March 2001 'UK' the United Kingdom of Great Britain and Northern Ireland 'UK Listing the Financial Services Authority acting in its capacity as Authority' the competent authority for the purposes of Part IV of the Financial Services Act 1986 'Underwriters' Close Brothers Limited and Beeson Gregory 'Underwriting the conditional agreement dated 30 May 2001 between the Agreement' Company, Close Brothers and Beeson Gregory relating to the underwriting of the Rights Issue Enquiries Porvair plc Tel: 01553 761111 Ben Stocks, Chief Executive Mark Moran, Finance Director Close Brothers Corporate Finance Limited Tel: 020 7655 3100 Andrew Cunningham Michael Dubois Beeson Gregory Limited Tel: 020 7488 4040 Chris Callaway Buchanan Communications Tel: 020 7466 5000 Charles Ryland Catherine Miles This announcement is issued by Porvair plc and the Directors of Porvair plc are the persons responsible for the information contained in this announcement. Close Brothers Corporate Finance Limited, which is regulated by the Securities and Futures Authority has approved this announcement for the purposes of section 57 of the Financial Services Act 1986. Close Brothers Corporate Finance Limited is acting for Porvair plc and for no-one else in relation to the Rights Issue and will not be responsible to any other person for providing the protections afforded to its customers or for providing advice in relation to the Rights Issue. The contents of this press announcement do not constitute an offer or invitation to acquire shares in Porvair plc.

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