Proposed Acquisition of First Pacific Davies Ltd

Savills PLC 6 March 2000 Savills plc Proposed acquisition of First Pacific Davies Limited Summary Savills and First Pacific Company announce that they have reached agreement on the terms upon which Savills is to acquire First Pacific Davies, a subsidiary of First Pacific Company. Hong Kong based First Pacific Davies, which trades under the brand name of 'FPDSavills', is a leading property services company in Asia-Pacific and Australia, specialising in agency, consultancy, property and facility management services. Savills and First Pacific Davies have had a close relationship since 1997, when a joint international network and common branding were established and First Pacific Company subscribed for 20 per cent. of Savills' share capital. The consideration payable by Savills for First Pacific Davies will comprise HK$225 million (£18.3 million) in cash and 7.8 million new Savills shares, which values First Pacific Davies at approximately HK$429 million (£34.9 million). As a result of the Transaction, First Pacific Company, which currently owns approximately 19.8 per cent. of Savills' share capital, will increase its holding to approximately 29.9 per cent.. First Pacific Company's representation on the Board of Savills will increase from two to three Non-Executive Board members. In addition, David Wong, the Chief Executive Officer of First Pacific Davies, will join the Board of Savills as an Executive Director. First Pacific Davies is a diversified property services group with operations in Hong Kong, the People's Republic of China, Australia, Singapore, the Philippines, Thailand and Indonesia. The combination of Savills and First Pacific Davies will create a major international business with 74 offices in 14 countries. In recent years, Savills has continued to develop and expand its international presence outside its traditional UK market across the full range of property and facility management services, in order to meet the increasingly international requirements of its clients. The Directors consider that the acquisition of First Pacific Davies will represent a major step towards achieving a significant international presence and are confident that it will create considerable further growth opportunities for the Enlarged Group. The Directors believe that, following the Transaction, the Enlarged Group will be in a strong position to take advantage of further strategic alliance opportunities, both in the US and elsewhere in the world. In the year ended 31 December 1999, First Pacific Davies generated pre-tax profits from continuing operations (before exceptional items and amortisation of goodwill) of HK$33.6 million (£2.7 million) on turnover of HK$1,001 million (£81.3 million). Net tangible assets (after deducting minority interests) at that date totalled HK$105 million (£8.5 million). The Directors consider that First Pacific Davies is well positioned to take advantage of the economic recovery forecast for the key regional markets in which it operates. The Transaction is conditional upon approval by Savills shareholders at an extraordinary general meeting. The notice for the meeting and supporting documentation will be posted to Savills shareholders shortly. Savills has been advised by Dresdner Kleinwort Benson. Hoare Govett Limited are stockbrokers to Savills. First Pacific Company has been advised by ING Barings Limited. Richard Jewson, Chairman of Savills, commented: 'In recent years, Savills has made excellent ground in growing its core UK business, and has expanded its activities into other key areas of the property services market. During this time, the company has sought to develop its international presence, which has included the acquisition of businesses in Europe and the establishment of our strategic link with First Pacific Davies in 1997. The acquisition of First Pacific Davies is a major step in the strategic development of Savills as an international property services group. The Board is confident that First Pacific Davies is well placed to take advantage of the forecast recovery in the property markets in Asia and that the Enlarged Group will benefit from increased international coverage.' David S. Davies, OBE, Executive Director of First Pacific Company, Chairman of First Pacific Davies and a Non-Executive Director of Savills, commented: 'The alliance between First Pacific Davies and Savills has proved extremely successful as both possess similar and complementary core strengths and attributes. As such, ensuring the consolidation of these two leading property consultants is the next logical step in order to best position them to respond to the internationalisation of the property services market.' This summary should be read in conjunction with the full text of the attached press release. Enquiries: Savills 020 7409 9923 Aubrey Adams Dresdner Kleinwort Benson 020 7623 8000 Henry Somerset Hoare Govett Limited 020 7678 8000 Ranald McGregor-Smith Buchanan Communications 020 7466 5000 Andy Yeo First Pacific Company 00 852 2842 4301 Rebecca Brown ING Barings 020 7767 1000 Nick Butt Jan Sanders Kleinwort Benson Limited ('Dresdner Kleinwort Benson'), which is regulated in the UK by the Securities and Futures Authority Limited, is acting exclusively for Savills in connection with the Transaction and no-one else and will not be responsible to anyone other than Savills for providing the protections afforded to customers of Dresdner Kleinwort Benson or for giving advice in relation to the Transaction. ING Barings Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for First Pacific Company and no one else in connection with the Transaction and will not be responsible to anyone other than First Pacific Company for providing the protections afforded to customers of ING Barings Limited or for giving advice in relation to the Transaction. Savills plc Proposed acquisition of First Pacific Davies Limited 1. Introduction The Boards of Savills plc ('Savills' or the 'Company') and First Pacific Company Limited ('First Pacific Company') announce that they have reached agreement on the terms upon which Savills is to acquire First Pacific Davies Limited ('First Pacific Davies'), a wholly-owned subsidiary of First Pacific Company ('the Transaction'). Hong Kong based First Pacific Davies, which trades under the brand name of 'FPDSavills', is a leading property services company in Asia-Pacific and Australia, specialising in agency, consultancy, property and facility management services. The consideration payable by Savills for First Pacific Davies will comprise HK$225 million (£18.3 million) in cash and 7.8 million new Savills shares which, based on the middle market price of 212.5p at the close of business in London on 3 March 2000, values First Pacific Davies at approximately HK$429 million (£34.9 million). The cash element of the consideration will be financed from Savills' existing facilities. As a result of the Transaction, First Pacific Company, which currently owns approximately 19.8 per cent. of Savills' ordinary share capital, will increase its holding to approximately 29.9 per cent.. First Pacific Company's representation on the Board of Savills will increase from two to three Non-Executive Board members. In addition, David W. Wong, who is currently the Chief Executive Officer of First Pacific Davies, will join the Board of Savills as an Executive Director. The Transaction, due to its size and the nature of Savills' current relationship with First Pacific Company, is conditional upon the approval of the ordinary shareholders of Savills (excluding First Pacific Company) at an extraordinary general meeting. Savills has been advised by Dresdner Kleinwort Benson. Hoare Govett Limited are stockbrokers to Savills. First Pacific Company has been advised by ING Barings Limited. 2. Background to and reasons for the transaction The formal relationship between Savills and First Pacific Davies started in 1997, when a joint international network and common branding were established and First Pacific Company, the indirect holding company of First Pacific Davies, subscribed £17 million for a 20 per cent. shareholding in Savills. The acquisition of First Pacific Davies will represent a significant step towards furthering Savills' strategy of developing its international presence outside its traditional UK market, which the Directors consider to be beneficial in order to accommodate the increasingly international requirements of its clients. In particular, the Directors recognise the increasing importance of ownership of an international network to develop the Company's business. A key factor in achieving this international presence will be the sole ownership by Savills of the 'FPDSavills' brand worldwide. First Pacific Davies provides extensive coverage throughout Asia-Pacific and Australia through its network of 19 offices in Hong Kong, the Peoples Republic of China (the 'PRC'), Australia, Singapore, the Philippines, Thailand and Indonesia. The combination of Savills and First Pacific Davies will create a significant international business with 74 offices in 14 countries. The acquisition will increase the proportion of Savills' income derived from facility and property management services. The Directors believe that the expanded and diversified services and client base of Savills, as enlarged by the Transaction (the 'Enlarged Group'), will provide a higher quality and consistency of earnings. In addition, the wider geographical spread of income will reduce the exposure of the Enlarged Group to any particular region. During the recent economic turbulence in Asia, First Pacific Davies has maintained a leading position in the property services market. The Directors believe that the business is well placed to take advantage of the economic recovery forecast for the region and that there are opportunities to expand the business further throughout Asia-Pacific and Australia. In summary, the Directors believe that the acquisition will strengthen Savills' position as a significant participant in the international property services industry. They also believe that the Enlarged Group will be in a strong position to take advantage of further strategic alliance opportunities, both in the US and elsewhere in the world. 3. Business of First Pacific Davies Hong Kong based First Pacific Davies, which trades under the brand name of 'FPDSavills', is a leading property services company in Asia-Pacific and Australia, specialising in agency, consultancy, property and facility management services. During the past 17 years, First Pacific Davies has developed into a diversified property services group. The business of First Pacific Davies comprises the following principal activities: Agency and Consultancy Services This area of the business primarily provides agency, consultancy and related services in the residential, commercial, retail and industrial sectors, complemented by sector research and valuation services. The principal office is located in Hong Kong, with additional offices in the PRC, Australia, Singapore, the Philippines, Thailand and Indonesia. In each of these markets, the agency and consultancy teams focus on the prime sectors of the property market. In addition, First Pacific Davies owns 65 per cent. of Construction Management International Limited, which provides tailor-made project, construction management and consultancy services, targeting the specific needs and demands of individual large-scale projects throughout Asia. Property and Facility Management Services This area of the business provides property and facility management, planning and consultancy services primarily through its two main subsidiaries, FPD Property Management and FPD Guardian. In addition, First Pacific Davies has well- established property management businesses in the PRC, Australia, the Philippines, Thailand and Indonesia, which are given additional support by management in Hong Kong. FPD Property Management This business provides property and facility management services to the prime property market in Hong Kong. Clients include the Hong Kong government, major corporations and private property owners. Typical property management contracts do not have expiry dates and are on automatic renewal terms with notice periods varying between one and three months. The Directors are confident that the good relationships that have been developed by the property management teams will enable the business to retain existing clients and develop new relationships in the future. As a consequence of the economic downturn in Asia during the last few years, fees for most property management contracts have been maintained, with new contracts being more aggressively priced due to increased competitive pressures. The recurrent nature of First Pacific Davies' earnings enabled the business to sustain revenue levels during this period. Furthermore, the Directors believe that this business has maintained its good reputation over recent years and is therefore well placed to take advantage of cross- business referrals and the return of confidence in the property markets. FPD Guardian This business provides extensive facility management services, primarily in Hong Kong, comprising: - property and facility management services to the sizeable low-cost housing sector - public and private car park management services - security services - facilities to operate major road tunnels on behalf of the Hong Kong government - a comprehensive range of other property services, including landscape gardening and cleaning The property and facility management portfolio of FPD Guardian is divided between the private and public sector. Recently, the Hong Kong government initiated a process of outsourcing the estate management needs of its public housing programme. The Directors believe that this will provide good prospects for growth within this sector. The Directors consider the key strengths of this business area to be its well-established local market position (with the core property management arm founded over 20 years ago) and the diversity of its customer base, developed through its expansion into other property related services. In addition, the Directors expect the business to benefit from closer links between FPD Property Management and FPD Guardian. Operations outside Hong Kong The key international operations outside Hong Kong are described below: Australia This represents the most significant business within the non- Hong Kong operations of First Pacific Davies, and has been enhanced by the acquisition of Byvan Pty Limited in 1999, a company primarily engaged in the property management of shopping centres on the east coast of Australia. The Directors expect this operation to provide an additional source of recurrent earnings and opportunities for further growth in the property and facility management sector in Australia. People's Republic of China First Pacific Davies has operations in the three major cities of Beijing, Shanghai and Guangzhou, which are of significant strategic importance. Although currently loss making, the Directors expect them to generate opportunities for growth in the future. Philippines Since its creation in 1988, this operation has provided integrated property services. It is currently providing property services to the Fort Bonifacio Global City project in Metro Manila, a highly prestigious 150 hectare property development project. Singapore Established in 1996, the operation in Singapore provides commercial and residential agency, investment sales and valuation services. The Directors regard Singapore as an important geographical base in Asia, which presents opportunities to expand the presence of First Pacific Davies in this area. Thailand and Indonesia The operations in these countries provide property agency and management services. The Directors consider the presence of First Pacific Davies in these markets as beneficial to maintain the profile of the operations in the region and to take advantage of the recovery in the local economies. 4. Financial information on First Pacific Davies In the three years ended 31 December 1999, First Pacific Davies generated turnover from continuing operations and pre-tax profits from continuing operations (before exceptional items and amortisation of goodwill) as follows: Year ended 31 December HK$ million 1997 1998 1999 Turnover 1,038.6 841.2 1,000.6 Pre-tax profits/(losses) 26.4 (26.3) 33.6 Net tangible assets (after deducting minority interests) at 31 December 1999 were HK$104.7 million. Turnover from continuing operations for the three years ended 31 December 1999 was split by geographical market by destination and by activity as follows: Year ended 31 December HK$ million 1997 1998 1999 Turnover by geographical market by destination Hong Kong 874.8 712.3 752.3 Australia 74.6 57.2 160.3 China (excluding Hong Kong) 47.6 47.4 38.2 Rest of World 41.6 24.3 49.8 1,038.6 841.2 1,000.6 Turnover by activity Agency and consultancy 456.5 230.6 272.5 services Property and facility 582.1 610.6 728.1 management services 1,038.6 841.2 1,000.6 Asia suffered a severe economic downturn starting in 1997, which had a serious negative effect on many industries, including the property industry. As a result, First Pacific Davies experienced market uncertainties and difficult trading conditions, which impacted both of the business areas described above, with agency and consultancy services particularly affected. In response to the challenging economic situation, First Pacific Davies initiated an ongoing rationalisation programme. This included the rationalisation of personnel, the scaling- back of international operations and the implementation of strict cost controls on property and facility management contracts. The Directors believe that the result of this programme has been to ensure that First Pacific Davies is well placed to take advantage of the forecast recovery in Asia. 5. Management David W. Wong, who is currently Chief Executive Officer of First Pacific Davies, will remain in this role and will be appointed to the Board of Savills as an Executive Director on completion of the Transaction. Michael J.A. Healy, Chief Operating Officer and Finance Director of First Pacific Company, and David G. Eastlake, an Executive Director of First Pacific Company, will become Non- Executive Directors of Savills. David S. Davies, OBE, who is an Executive Director of First Pacific Company and Chairman of First Pacific Davies, will maintain his position as a Non- Executive Director of Savills. Godfrey A. Blott will step down as a Non-Executive Director of Savills on completion of the Transaction. First Pacific Davies has a strong management team in place. It is intended that key staff from Savills will assist in the integration and development of the business. 6. Current trading and prospects Savills' interim results for the six months to 30 October 1999, issued on 11 January 2000, showed a strong performance across all divisions, with full advantage being taken of very firm residential and commercial markets. At that time, the Directors expected the demand for Savills' services to remain strong. Savills continues to perform in line with those expectations, with demand still strong, especially in prime residential agency markets, where Savills has completed a number of high profile instructions this year. The Company continues to develop its financial services business, including Savills Private Finance. The Directors believe that First Pacific Davies is well placed to take advantage of the forecast recovery in Asia, which they believe will particularly benefit the agency and consultancy business. The Directors consider that the combination of Savills and First Pacific Davies will provide further opportunities for growth and are confident in the outlook and prospects for the Enlarged Group. 7. Change in accounting reference date It is proposed that, following completion of the Transaction and the announcement of the final results of the Enlarged Group for the year ended 30 April 2000, the next accounts for the Enlarged Group will be drawn up for the eight month period ending 31 December 2000. This change in financial year will align the Company's reporting cycle with those of First Pacific Davies and leading property services companies in both the US and Europe. 8. Recommendation The Directors of Savills, excluding David Davies, Godfrey Blott and Victoria Mitchell who are directors of First Pacific Davies and/or First Pacific Company, (the 'Independent Directors'), who have been so advised by the Company's financial advisor, Dresdner Kleinwort Benson, consider the terms of the Transaction to be fair and reasonable. In providing advice to the Independent Directors, Dresdner Kleinwort Benson has taken into account the Independent Directors' commercial assessments. Accordingly, the Independent Directors believe that the Transaction is in the best interests of Savills shareholders as a whole and will unanimously recommend that Savills shareholders vote in favour of the Transaction at the extraordinary general meeting. 9. General A circular to shareholders and listing particulars, which will contain further details of the Transaction and the notice convening the extraordinary general meeting, will be posted to Savills shareholders shortly. An exchange rate of HK$12.31 : £1, the spot rate ruling at the close of business in London on 3 March 2000, has been used throughout this announcement. This announcement is also available on the Company's website at www.fpdsavills.co.u Enquiries: Savills 020 7409 9923 Aubrey Adams Dresdner Kleinwort Benson 020 7623 8000 Henry Somerset Hoare Govett Limited 020 7678 8000 Ranald McGregor-Smith Buchanan Communications 020 7466 5000 Andy Yeo First Pacific Company 00 852 2842 4301 Rebecca Brown ING Barings 020 7767 1000 Nick Butt Jan Sanders Kleinwort Benson Limited ('Dresdner Kleinwort Benson'), which is regulated in the UK by the Securities and Futures Authority Limited, is acting exclusively for Savills in connection with the Transaction and no-one else and will not be responsible to anyone other than Savills for providing the protections afforded to customers of Dresdner Kleinwort Benson or for giving advice in relation to the Transaction. ING Barings Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting exclusively for First Pacific Company and no one else in connection with the Transaction and will not be responsible to anyone other than First Pacific Company for providing the protections afforded to customers of ING Barings Limited or for giving advice in relation to the Transaction.

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