Kentz Corporation

Confirmation of Approach

RNS Number : 9672L
Kentz Corporation Ltd
19 August 2013
 



Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction

Kentz Corporation Limited


Confirmation of approach

19 August 2013: The Board of Kentz Corporation Limited (the "Company", "Kentz") notes the announcements from each of Amec plc ("Amec") and M&W Group GmbH ("M&W") concerning the possibility of an offer being made for the whole of the issued and to be issued share capital of the Company.

The Board of Kentz confirms that a highly conditional and unsolicited proposal (the "Proposal") was made recently by Amec plc ("Amec") valuing the Company at 565p - 580p per share in cash. The Board reviewed this Proposal in conjunction with its advisors and concluded that it undervalued the Company and therefore unanimously rejected the approach.


Kentz has a strong and consistent track record of revenue and earnings growth since its IPO in 2008. The Company has strong growth prospects given its substantial order backlog, prospective bidding pipeline and robust balance sheet, together with a clear and realisable strategy to create further shareholder value as a standalone entity.

The Board of Kentz is currently not considering any other offers (including the possible offer from M&W announced earlier today which was at a lower indicative value than the Proposal) (this announcement has been made without the consent of M&W and there can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made by M&W) nor is it considering a strategic review with a view to seeking a sale of the Company.

This announcement has also been made without the consent of Amec and there can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made.

Kentz shareholders will be kept informed of relevant developments and a further announcement will be made as appropriate. Kentz will issue its financial results for the six months to 30 June on Tuesday 27th August.

In accordance with Rule 2.6(a) of the Code, each of Amec and M&W is required, by not later than 5.00 p.m. on 16 September 2013, to either announce a firm intention to make an offer for Kentz in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the "Code"), Kentz announces that, as at the close of business on 16 August 2013, its issued share capital consisted of 119,092,470 ordinary shares of 1 pence each. The Company holds 1,286,068 shares in treasury.

The International Securities Identification Number for Kentz's ordinary shares is JE00B28ZGP75.

A copy of this announcement will be available at www.kentz.com.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Ends

For further information, please refer to the Kentz website www.kentz.com or contact:
Kentz Corporation Limited
Investors: Ronan Tyrrell

Tel: +44 (0)20 3159 4004
Media: Paul Youens
Tel: +44 (0)20 3159 4003


Tavistock Communications
Tel: +44 (0)20 7920 3150
Simon Hudson
Mike Bartlett
Emily Fenton
 
About Kentz
Kentz is a global engineering specialist solutions provider, which serves a blue-chip client base in the oil and gas, petrochemical and mining and metals sectors. It is listed on the London Stock Exchange (symbol: KENZ). In the year ended December 2012, the company generated revenues of US$1.56billion and profit before tax of US$104.8 million.
 
Kentz has over 14,500 employees in 30 countries. Its three main business lines are; engineering, procurement and construction (EPC) services; construction; and technical support services. Kentz delivers mechanical, electrical, controls and instrumentation engineering, construction and management services safely and on time throughout the world, including in some of the most remote locations on earth.
 
Notes:
 
Disclosure requirements of the Takeover Code (the "Code")
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
 
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
 
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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