Rec. Unconditional Cash Offer
AAF INDUSTRIES PLC
23 September 1999
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
RECOMMENDED UNCONDITIONAL CASH OFFER BY KPMG CORPORATE FINANCE ON BEHALF OF
WACO INTERNATIONAL LIMITED FOR THE ISSUED SHARE CAPITAL OF AAF INDUSTRIES PLC
NOT ALREADY OWNED BY WACO INTERNATIONAL LIMITED AND ITS SUBSIDIARIES
Summary
Waco International Ltd ('Waco') and AAF Industries plc ('AAF'), announce that
agreement has been reached on the terms of a recommended unconditional cash
offer ('Offer'), to be made by KPMG Corporate Finance on behalf of Waco, for
the 40.98 per cent. of the issued share capital of AAF not already owned by
Waco and its subsidiaries.
The Independent Directors of AAF, being those directors who are not executive
directors of Arthur or who are not also directors of Waco, have taken
responsibility for considering the Offer and for reaching conclusions on the
appropriate recommendations to be made to AAF Shareholders.
The Offer
The Offer, which will be detailed in the Offer Document to be sent to AAF
Shareholders and is subject to the further terms set out in Appendix I of the
Offer Document and the Form of Acceptance, is being made on the following
basis:
for each AAF Share - 120 pence in cash
The Offer values the whole of the issued share capital of AAF at £27.7
million, and represents a premium of 31 per cent. over the middle market
quotation for AAF Shares at the close of business on 22 September 1999, the
last dealing day before the announcement of the Offer.
There are no conditions attached to the Offer.
Cheques for the consideration payable under the Offer will be despatched
within 14 days of valid acceptances being received.
The Offer will close on 15 October 1999, and may be extended beyond that date
but will not be extended beyond 5 November 1999.
The Offer is not subject to the City Code on Takeovers and Mergers.
Information on AAF
AAF is an industrial services group specialising in the manufacture and hire
of modular buildings. AAF's other activities are the provision of scaffolding
services and the manufacture and installation of laboratory furniture.
In the year ended 30 June 1999, AAF achieved sales of £32.6 million and profit
before taxation of £3.2 million. At 30 June 1999 total shareholders' funds
were £14.9 million.
Information on Waco
Waco is the holding company for a group of industrial and consumer businesses
operating in South Africa and internationally ('Waco Group'). Its activities
range from scaffolding to the retail trade in textiles including clothes and
footwear. It is listed on the Johannesburg Stock Exchange.
The market capitalisation of Waco as at 21 September 1999 was South African
R1.13 billion, equivalent to approximately £114 million. The Waco Group's
profit before taxation for the year ended 30 June 1999 was South African R288
million, equivalent to approximately £29 million.
Waco has advised that it is presently engaged in preliminary discussions which
may or may not involve AAF. At this stage it is not known whether these
discussions will or will not result in a future transaction.
Background to and reasons for the Offer
Waco believes that AAF can continue to achieve organic growth from internal
cash generation and is reluctant for AAF to pursue a growth strategy through
acquisitions which would involve the issue of new AAF Shares and dilute Waco's
shareholding. Waco has indicated that it does not intend providing additional
equity finance to AAF.
The board of Waco believes that acceptance of the Offer will enable AAF
Shareholders to realise their investment in AAF, without incurring dealing
charges, at a price per AAF Share which represents a premium of 31 per cent.
to the Closing Price as at 22 September 1999 (being the last dealing day prior
to this announcement).
If sufficient acceptances are received and/or sufficient AAF Shares are
otherwise acquired, Waco intends to apply the provisions of sections 428 to
430F of the Companies Act 1985 to acquire compulsorily any outstanding AAF
Shares.
AAF will apply for cancellation of AAF's listing on the Official List with
effect from the later of 22 October 1999 and the date of the close of the
Offer. Such application will be made irrespective of the outcome of the
Offer.
AAF Restricted Share Plan
Appropriate proposals will be made, in due course, to persons with
entitlements under the AAF 1996 Restricted Share Plan.
Offer document
KPMG Corporate Finance, which is acting as financial adviser to Waco
International Limited, will despatch the Offer Document to AAF Shareholders in
due course.
Irrevocable undertakings
Waco has received irrevocable undertakings to accept the Offer from each of
the Directors (in respect of their own beneficial holdings) of AAF, amounting,
in aggregate, to 165,700 AAF Shares.
Recommendation
The Independent Directors consider the terms of the Offer to be fair and
reasonable and unanimously recommend AAF shareholders to accept the Offer.
Enquiries:
Waco International Limited 00 27 11 883 4119
Mike Smithyman
Mark Towler
KPMG Corporate Finance 0171 311 1000
David Simpson
Marc Cramsie
AAF Industries plc 01964 542 131
Andrew Walker
KPMG Corporate Finance, a division of KPMG which is authorised by the
Institute of Chartered Accountants in England and Wales to carry on investment
business, is acting for William, and no one else in connection with the Offer
and will not be responsible to anyone other than William, for providing the
protections afforded to clients of KPMG Corporate Finance nor for giving
advice in relation to the Offer.
KPMG Corporate Finance has approved the contents of this announcement solely
for the purpose of Section 57 of the Financial Services Act 1986.
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