Acqn, Placing and Open Offer
Avingtrans PLC
15 September 2004
Avingtrans plc
Acquisition, Placing and Open Offer
15 September 2004
Avingtrans is pleased to announce the acquisition of Stainless Metalcraft
(Chatteris) Limited from Ferraris Group plc for a total consideration of £8.1
million.
Avingtrans also today announces a placing to raise £4 million and an open offer
to be offered to qualifying shareholders in Avingtrans on the basis of one open
offer share for every 10 existing shares.
Preliminary results for the year to 31 May 2004 are released today in a separate
announcement.
Highlights
• Metalcraft acquired for £8.1 million which includes the assumption of
approximately £500,0000 of debt, and of which £0.1 million is payable on the
first anniversary of completion
• Metalcraft is a producer of fabricated and machined products to major
suppliers of diagnostic imagery and the European Scientific Community
• Metalcraft has a track record of profitability and cash generation in
each of the last three years and has a strong asset backing
• Acquisition to be financed through a placing to raise £4 million at a
price per share of 60 pence and through new debt facilities, to be provided by
HSBC
• Avingtrans is also announcing an open offer, on the basis of 1 open offer
share for every 10 existing shares. Qualifying shareholders will also have the
right to elect for additional shares if they wish.
Commenting, Ken Baker, Chairman of Avingtrans, said:
'I am delighted to announce this acquisition. It represents the most significant
step to date in Avingtrans' ongoing acquisition strategy. The strategy remains
to acquire profitable and asset-backed companies involved in areas related to
precision engineering, which have a strong presence within a growing market
sector. The Board is optimistic about the prospects for the enlarged group in
light of the acquisition of Crown earlier this year, the increase in orders and
enquiries in the Jena business and the Metalcraft acquisition announced today.'
A circular, comprising an admission document as defined in the AIM Rules, will
today be posted to shareholders pursuant to paragraph 24 of the AIM Rules.
Copies of the admission document will be made available from the offices of
Pinsents, Dashwood House, 69 Old Broad Street, London EC2M 1NR, during normal
business hours on any weekday (Saturdays and public holidays excepted) from the
date of this announcement document up to and including 11 October 2004.
Contacts
Avingtrans plc 01159 499 020
Ken Baker / Steve Lawrence
Hansard Communications 020 7245 1100
Adam Reynolds / Ben Simons
Bridgewell Limited 020 7003 3000
Greg Aldridge / Nick Lovering
1. Introduction
The Company announces today that it has reached agreement on the terms, subject
inter alia, to shareholder approval, for the acquisition of Metalcraft. The
Company proposes to acquire the entire issued share capital of Metalcraft from
Ferraris for a total consideration of £8.1 million. Due to the nature of the
Acquisition, the transaction will be treated as a reverse takeover under the AIM
Rules and as such it will require the approval of Shareholders.
The Company also announces a Placing to raise £4 million.
In order to afford Qualifying Shareholders the opportunity to participate in the
Company's fund raising, Bridgewell Securities, on behalf of the Company, is also
making an Open Offer on the basis of a guaranteed minimum of one Open Offer
Share at the Issue Price for every 10 Existing Ordinary Shares held on the
Record Date. Qualifying Shareholders will also be entitled to apply for Open
Offer Shares in excess of their pro rata entitlement and further details are set
out below.
The proceeds of the Placing will be applied towards the consideration for the
Acquisition and the proceeds of the Open Offer will be used for ongoing working
capital requirements of the Enlarged Group. The Open Offer will not be
underwritten. The balance of the consideration will be satisfied from new bank
facilities, details of which are given in paragraph 8 below.
The Company also announces today its preliminary results for the year to 31 May
2004 in a separate announcement.
2. Background to and reasons for the Acquisition
Since the acquisition of Jena in May 2002, the stated aim of the Avingtrans
board has been to build Avingtrans through organic growth and acquisition, with
the objectives of generating long-term earnings per share growth, cash
generation and a sustainable dividend policy. The Directors have sought target
companies for acquisition that are involved in areas related to precision
engineering, and which they believe have a strong presence within a growing
market sector, which have a track record of profitability and have a strong
asset backing.
Jena Rotary Technology Limited acquired the spindle business of Boneham & Turner
Limited ('Boneham & Turner Spindles') in August 2003, for £400,000. Boneham &
Turner Spindles is a supplier and service provider of precision spindles for
industrial applications in the machinery and automation markets of the UK. It
also supplies to the machinery and automation markets of the USA and Asia. The
businesses of Boneham & Turner Spindles and Jena Rotary Technology Limited have
been amalgamated into a new facility in Nottinghamshire.
On 28 May 2004, Avingtrans acquired the entire issued share capital of Crown
(UK) Limited ('Crown') for £1.56 million. Crown is based in Portishead, Bristol,
and designs and manufactures housings and stands for roadside speed cameras and
gantry and trackside poles for railway signalling. Crown's audited accounts for
the year to December 2003 disclosed turnover of just under £2.80 million and
pre-tax profits of approximately £614,000. Crown had net assets of approximately
£835,000 as at 31 December 2003. At completion of the Crown acquisition, Crown
had cash balances of approximately £256,000.
The Acquisition is much larger than that of Boneham & Turner Spindles or Crown
and will have a material impact on the size of the Company. Metalcraft's revenue
in its financial year to 31 August 2003, was more than twice that of Avingtrans
in its financial year to 31 May 2003. However, the Acquisition is not expected
to have a material impact on the central costs of the Group, thereby
significantly reducing them as a percentage of revenue.
Metalcraft is a producer of fabricated and machined products to major suppliers
of diagnostic imagery and the European Scientific Community. Its products are
made to a high technical specification and its customers include all of the
major suppliers to the MRI market, thereby raising barriers to entry from
potential competitors. The Directors believe that there are no competitors
selling directly comparable products within the UK market.
The Directors believe that there is capacity for continued growth within the end
markets for Metalcraft's products, which means that the directors are confident
of the prospects for Metalcraft within the Enlarged Group during the current
year.
Metalcraft has a track record of profitability and cash generation in each of
the last three years. The directors believe that this positive trading can be
continued, especially since the activities of Metalcraft will be core to the
Enlarged Group and its management more directly incentivised as a consequence.
Metalcraft has a strong asset backing and its assets include freehold property
and 13 acres of land which has been acquired at its book value of £1.7 million
and other tangible fixed assets with a book value of £2.1 million.
The Directors believe that the Acquisition meets the acquisition criteria set
out by the Directors.
3. Information relating to Metalcraft
Metalcraft is a wholly owned subsidiary of Ferraris, a listed company operating
in the medical products sector with a market capitalisation of approximately £60
million. Ferraris announced its intention to sell Metalcraft, together with
certain other 'life science' subsidiaries, in November 2003, in order to focus
on its medical diagnostic products.
Metalcraft's main product range is the manufacture of aluminium formers and
shells and stainless steel outer and inner vacuum and helium shields used in MRI
scanners. MRI uses super-conductive magnets and radio frequency waves to produce
high quality still and moving pictures of the body's internal structures. It is
non-invasive (not requiring an incision) and does not involve taking X-rays.
Customers include the major manufacturers of MRI Scanners including Siemens and
GE Medical Systems, and Metalcraft provides product to customers that produce
over 80 per cent. of the market for MRI Scanners. In the eleven month period to
31 July 2004, Siemens accounted for 70% of Metalcraft's revenue.
Other products include pressure and vacuum containment vessels, inertia tubes
and shields that are used in many different applications, including particle
accelerators, nuclear magnetic resonance systems, spectroscopes and mirror
coating systems for large telescopes.
Financial information relating to Metalcraft
Year to 31 August 11 months
to 31
July
2002 2003 2004
£m £m £m
(Note 2)
Turnover 15.3 16.0 14.7
Adjusted EBITDA (Note 1) 1.8 1.7 2.0
Adjusted operating profit (Note 1) 1.3 1.2 1.6
Notes:
1. EBITDA and operating profit are stated before management charges and
non-recurring rental charges as described below.
2. The figures for the 11 months to July 2004, have been extracted from the
management accounts of Metalcraft, which have not been audited.
The operating profit and EBITDA figures included within the above table are
stated before accounting for certain management charges and other items. The
following table shows a reconciliation of the figures in this table to the
results for the financial years to 31 August 2002 and 31 August 2003 reported in
the statutory accounts of Metalcraft. The equivalent analysis is shown for the
results for the eleven months to 31 July 2004.
Year to 31 August 11 months
to 31
July
2002 2003 2004
£m £m £m
(Note 2)
Operating profit as reported 0.7 0.7 1.0
Management charges levied by Ferraris 0.4 0.3 0.4
Rent (Note 1) 0.2 0.2 0.2
Adjusted operating profit 1.3 1.2 1.6
Depreciation 0.5 0.5 0.4
Adjusted EBITDA 1.8 1.7 2.0
Notes:
1. Rent was charged to Metalcraft by Ferraris on a property, the freehold of
which is being acquired by Metalcraft. This charge will therefore not be
incurred on an ongoing basis.
2. The figures for the 11 months to July 2004, have been extracted from the
management accounts of Metalcraft, which have not been audited.
4. Market Overview
MRI is a growing market. The number of installed MRI scanners has increased from
less than 2000 in the early 1990s to 13,000 in 2002 (Source: 'Health Care
Diagnostic Imaging Services - Global High Yield Research', Bear, Stearns & Co.
Inc., 22 May 2003). It is estimated that overall MRI scan volume could increase
at a compound annual growth rate of approximately 10 per cent. from 2002 to
2007.
The Directors believe that MRI scan volumes will continue to grow over the next
five years as a result of their advantages over other methods of scanning such
as CT scanning. These include benefits to the patient in that the treatment is
non-invasive and has reduced side effects and benefits to referring physicians
in that images are produced more quickly than through other methodologies. In
addition, the Directors believe that other factors will contribute to future
growth, including:
• gradual increases in the life expectancy of the world's
population and an increase in related healthcare requirements;
• growth in health lifestyle spending;
• global move towards prevention in order to keep treatment costs
under control and benefits from early diagnosis; and
• continued expansion of the clinical application for imaging
will offer higher patient throughput.
5. Principal terms of the Acquisition
Subject to the terms of the Acquisition Agreement, Avingtrans has conditionally
agreed to acquire Metalcraft for a total consideration of £8.1 million, which
includes the assumption of approximately £500,000 of debt (being all borrowings
and indebtedness in the nature of borrowings) outstanding and a deferred
consideration payment of £100,000 payable 12 months after Completion. The
initial cash paid by Avingtrans to Ferraris at completion will therefore be
approximately £7.5 million and will be subject to a net debt adjustment.
The Acquisition is conditional, inter alia, on the Placing becoming
unconditional. In addition, the Acquisition is conditional on the passing of the
resolutions at the Extraordinary General Meeting, the approval of the sale of
Metalcraft by the shareholders of Ferraris in general meeting and Admission of
the New Ordinary Shares.
On 14 September 2004 Metalcraft acquired from Ferraris the freehold property in
Chatteris, Cambridgeshire, previously occupied by Metalcraft under a lease from
Ferraris. The total consideration paid in respect of the transfer was
£1,720,000.
6. Details of the Placing and Open Offer
The Company is proposing to raise £4 million before expenses (approximately £3.3
million, net of expenses of the Acquisition and the Placing) through the
Placing. As agent for the Company, Bridgewell Securities has secured commitments
from subscribers, to subscribe for all of the Placing Shares at the Issue Price
and has irrevocably agreed that, to the extent that any such subscribers for
Placing Shares fail to subscribe and pay their subscription monies to the
Company on Admission, conditional on Admission becoming effective on or before
12 October 2004 it will procure new subscribers or subscribe at the Issue Price
as principal and pay the subscription monies to the Company.
The Placing is conditional on Shareholders approving the resolutions at the EGM
and the New Ordinary Shares being admitted to trading on AIM.
ISIS Asset Management plc ('ISIS'), an institutional shareholder of Avingtrans
which currently holds 850,000 Ordinary Shares, representing 12.1 per cent. of
the existing issued share capital of Avingtrans, has subscribed for 2,333,333
Placing Shares in the Placing.
ISIS is classified as a related party of the Company, solely by virtue of being
a 'substantial shareholder' as defined by the AIM Rules. As a result of this
classification and the size of the proposed subscription by ISIS, the
subscription in the Placing by ISIS is classified as a related party transaction
for the purposes of the AIM Rules.
The Directors, who have been so advised by Bridgewell Limited, consider the
terms of the participation in the Placing by ISIS Asset Management plc to be
fair and reasonable so far as Shareholders are concerned. In providing advice to
the Directors, Bridgewell Limited has taken account of the Directors' commercial
assessments.
The Company has today also announced the Open Offer, which is made to Qualifying
Shareholders.
The Open Offer provides Qualifying Shareholders with the opportunity to apply
for Open Offer Shares at the Issue Price. Qualifying Shareholders have a
guaranteed minimum entitlement on the following basis:
1 Open Offer Share for every 10 Existing Ordinary Shares
registered in their names at the close of business on the Record Date and so in
proportion for any greater number of Existing Ordinary Shares so registered.
Entitlements to apply for Open Offer Shares will be rounded down to the nearest
whole number. Fractions of New Ordinary Shares will be disregarded in the
calculation of a Qualifying Shareholder's entitlement. Qualifying Shareholders
may also apply for any number of Open Offer Shares in excess of their pro rata
entitlement as set out in the Application Form subject to a maximum equal to the
higher of twice their pro rata entitlement or 80,000 shares. Excess applications
in excess of a Qualifying Shareholder's pro rata entitlement will be satisfied
only to the extent that corresponding applications by other Qualifying
Shareholders are not made or are made for less than their pro rata entitlements.
If there is an over-subscription resulting from excess applications, allocations
in respect of such excess applications will be made pro rata to Qualifying
Shareholders' pro rata entitlements under the Open Offer. Applications, together
with payment in full, must be received by 3.00 p.m. on 8 October 2004.
The Placing and Open Offer are both conditional, inter alia, upon the passing of
the Resolutions to be proposed at the Extraordinary General Meeting (which
includes Shareholder approval for the Acquisition) and upon Admission becoming
effective by not later than 12 October 2004 or such later date, not being later
than 31 October 2004, as the Company and Bridgewell Securities may agree. The
New Ordinary Shares have not been marketed, nor are they available, in whole or
in part, to the public in conjunction with this Placing and Open Offer. The New
Ordinary Shares to be issued in connection with the Placing and Open Offer will,
when issued, rank pari passu in all respects with the Existing Ordinary Shares
and rank for all future dividends declared on the Ordinary Shares.
In order to comply with the Inland Revenue rules regarding VCT eligibility, the
Placing and Open Offer will complete, and the New Ordinary Shares will be
Admitted, prior to Completion, which is expected to be on the day after
Admission. Placees and Qualifying Shareholders should be aware that, in certain
circumstances, for example if an event occurs which amounts to a material
adverse change (as defined in the Acquisition Agreement) which gives Avingtrans
a right to terminate the Acquisition Agreement and Avingtrans exercises this
right, or if a condition of the Acquisition Agreement is not satisfied in
accordance with the terms set out in the Acquisition Agreement (including if,
for example, the shareholders of Ferraris do not approve the disposal of
Metalcraft in general meeting), the Acquisition may not proceed. If such an
event occurs between Admission and Completion , the New Ordinary Shares will
have been issued and Admitted and the subscription monies received by the
Company, and placees and Qualifying Shareholders, will not be entitled to the
automatic return of their subscription monies. In such circumstances, the
Directors would seek to investigate ways of returning proceeds to placees and
Qualifying Shareholders, who have subscribed pursuant to the Placing and Open
Offer, in compliance with applicable company law.
The Directors of Avingtrans intend to vote their shares in favour of the
resolutions to be proposed at the EGM and have provided irrevocable commitments
to do so to the Company and Ferraris.
Shareholders who have subscribed for New Ordinary Shares in the Placing have
undertaken not to take up their pro rata entitlements under the Open Offer.
The maximum amount of proceeds of the Open Offer will be £422,988.60. There is
no minimum level of proceeds attached to the Open Offer and the Open Offer has
not been underwritten.
7. Use of the Proceeds of the Placing and Open Offer
The proceeds of the Placing are anticipated to be £3.3 million after deduction
of expenses relating to the Placing and Acquisition. The net proceeds of the
Placing will be used to satisfy part of the consideration of the Acquisition.
The remainder of the Acquisition is being funded through the new banking
arrangements described in paragraph 8 below.
There is no minimum amount required to be raised under the Open Offer. The
maximum proceeds that can be raised under the Open Offer are approximately £0.4
million. Any proceeds of the Open Offer will be applied towards the working
capital requirements of the Enlarged Group.
8. New Banking Arrangements
Avingtrans has entered into facility agreements ('the Facility Agreements') with
HSBC pursuant to which HSBC has agreed to provide term debt facilities in the
form of secured loan facilities in the amount of £3.0 million, to be secured
against the property of Metalcraft which is being acquired in the Acquisition
and other assets of Avingtrans and Metalcraft. Avingtrans has also received from
HSBC a conditional offer of an invoice discounting facility which is expected to
be for approximately £1.7 million, to be provided to Metalcraft by HSBC Invoice
Finance (UK) Limited in order to assist the Company to complete the Acquisition.
These facilities are additional to the existing facilities, previously made
available to Avingtrans by HSBC. It is a term of the Facility Agreements that
no dividends may be declared or made by the Company on or before 30 November
2005 and, in the period following 30 November 2005, no dividend may be declared
or paid other than if certain operational cash flow tests set out in the
Facility Agreements have been met.
The drawdown of the facilities is conditional upon satisfaction of certain
conditions precedent which are standard in such facility agreements and which
include completion of the Placing. The Company expects all these conditions
precedent to be satisfied on or before Completion.
9. Results for the year to 31 May 2004
Avingtrans announced today its preliminary results for the year to 31 May 2004.
The figures included in this paragraph have been extracted without material
adjustment from the preliminary results announcement.
Highlights of the results include:
• Improvement in numbers of orders during the fourth quarter,
which has continued into the first quarter of the current year
• Turnover for the year of £5.5 million (2003: £4.6 million)
• EBITDA of £0.53 million (2003: £0.56 million)
• Earnings per share before goodwill amortisation of 3.1 pence
(2003: 4.2 pence)
• Net cash balance of £0.5 million (2003: £0.8 million)
• Crown (UK) Limited, a manufacturer of roadside speed camera
housings, acquired on 28 May 2004
10. The Enlarged Group
The Enlarged Group will include four divisions, being the Jena Group (including
Boneham & Turner Spindles), C&H Precision Finishers, Crown (UK) Limited and
Metalcraft. The relative sizes of the divisions, indicated by historical
performance, will be as follows:
Jena Group C&H Precision Crown (UK) Metalcraft 3
(including Finishers 1 Limited 2
Boneham &
Turner
Spindles)1
Revenue (£m) 4.8 0.7 2.8 14.7
Operating Profit4 (£m) 0.2 0.0 0.6 1.6
Employees 122 26 29 170
Notes:
1. Source: Management Accounts year to 31 May 2004.
2. Source: Management Accounts year to 31 December 2003.
3. Source: Management Accounts, 11 months to 31 July 2004.
4. Operating Profit stated pre goodwill charge where applicable.
11. Current Trading and Future Prospects
The Group continues to trade in line with the Directors' expectations. The
Directors continue to be confident of the trading outlook and prospects for the
Enlarged Group in the current financial year.
12. Admission to AIM
A conditional application is being made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM. Admission is expected
to become effective and trading in the Enlarged Share Capital to commence on 12
October 2004.
14. Extraordinary General Meeting
In view of their sizes relative to the Company, each of the Acquisition, Placing
and Open Offer are conditional on the approval of Shareholders.
At the EGM, Shareholders will be asked to consider the Resolutions, the second
resolution being conditional on and subject to the passing of the first. The
Resolutions are being proposed as follows:
1. The first resolution is a special resolution to approve the
Acquisition. Shareholder approval of the Acquisition is required due to the size
of the Acquisition relative to the market capitalisation of the Company.
2. The second resolution is a special resolution to:
(a) authorise the Directors pursuant to section 80 of the Act to
allot new Ordinary Shares up to an aggregate nominal amount of £597,190. The
increase in the Directors' authority pursuant to section 80 of the Act is
required to give the Directors sufficient authority to allot the New Ordinary
Shares pursuant to the Placing and Open Offer and to provide an appropriate
level of authorised but unissued share capital following the Placing and Open
Offer;
(b) disapply statutory pre-emption rights contained in section
89 of the Act in relation to the allotment of (i) up to 7,371,648 New Ordinary
Shares in connection with the Placing and Open Offer, (ii) equity securities if
such securities have been offered to holders of Ordinary Shares made in
proportion (or nearly as may be) to their existing holding of Ordinary Shares
and (iii) otherwise up to an aggregate nominal amount of £60,950 and to provide
limited authority to the Directors to allot the new Ordinary Shares for cash
otherwise than pro rata to Shareholders; and
(c) authorise the Company to make market purchases of its own Ordinary
Shares up to a maximum of 1,371,647 Ordinary Shares.
The authorities described in paragraphs (a) and (b) above will expire fifteen
months after the date of the passing of the second resolution or at the
conclusion of the 2005 annual general meeting of the Company (whichever is the
earlier) and will replace the existing authorities given at the Company's 2003
annual general meeting. The authority described in paragraph (c) will expire at
the conclusion of the 2005 annual general meeting of the Company and replaces
the authority given at the Company's 2003 annual general meeting.
The New Ordinary Shares will rank pari passu in all respects with the Existing
Ordinary Shares and will rank in full for all dividends or other distributions
hereafter declared, paid or made in respect of the Existing Share Capital.
14. Tax Reliefs Potentially Available
The Directors anticipate that the Company will be treated as a qualifying
company for the purpose of Venture Capital Trust Legislation, although no
guarantee of this can be given. Provisional clearance has been given by the
Inland Revenue that the Open Offer Shares will comply with the provisions of
schedule 28B to the Income and Corporation Taxes Act 1988 and will be a
qualifying holding under that schedule and also that the Open Offer Shares will
be regarded as eligible shares for the purposes of section 842AA of that Act.
The Directors also anticipate that the Company will be a 'qualifying company'
and the Open Offer Shares will be eligible shares for the purposes of the
Enterprise Investment Scheme ('EIS'). Shortly after Admission, for all
Qualifying Shareholders who request this, the Company will apply for
certificates (Form EIS3) that form the basis for Qualifying Shareholders to
claim for EIS relief in their tax returns.
Although the Company currently expects to satisfy the relevant conditions
contained in the Venture Capital Trust and EIS legislation, neither the Company
nor the Directors make any representation or warranty or give any undertaking
that Venture Capital Trust or EIS relief will be available in respect of any
investment in the Open Offer Shares pursuant to this announcement, nor do they
give any representation or undertaking that the Company will keep its qualifying
status throughout the relevant period or that, once given, such relief will not
be withdrawn.
For Qualifying Shareholders who are individuals, taper relief may apply
depending on the length of ownership so that the effective rate of capital gains
tax on any gain on a disposal by an individual Shareholder may be reduced the
longer the Ordinary Shares are held. Indexation allowance no longer applies in
the case of individual Shareholders. For corporate Shareholders an indexation
allowance (not taper relief) will be available on a disposal in respect of the
subscription cost of the Ordinary Shares. Indexation allowance cannot be used to
create or increase a loss for tax purposes.
15. Recommendation
The Directors, who have been so advised by Bridgewell Limited, consider the
terms of the Acquisition, the Placing and the Open Offer to be fair and
reasonable. In providing advice to the Directors, Bridgewell Limited has taken
account of the Directors' commercial assessments.
Accordingly, your Directors unanimously recommend you to vote in favour of each
of the Resolutions to be proposed at the EGM as they have irrevocably undertaken
to do in respect of their own legal and beneficial shareholdings, which in
aggregate amount to 928,265 Ordinary Shares representing approximately 13.2 per
cent. of the present issued share capital of the Company.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
''Acquisition'' the proposed acquisition by the Company of all the issued and
to be issued share capital of Metalcraft pursuant to the
Acquisition Agreement
''Acquisition the conditional agreement dated 14 September 2004 between
Agreement'' Avingtrans and Ferraris relating to the Acquisition
'Admission' admission of the New Ordinary Shares to trading on AIM
'AIM' the Alternative Investment Market of the London Stock
Exchange
''AIM Rules'' The AIM Rules for companies whose shares are traded on AIM
and their nominated advisers, as issued by the London Stock
Exchange from time to time
'Avingtrans' Avingtrans plc
'Bridgewell' Bridgewell Limited or Bridgewell Securities Limited as is
appropriate
'Bridgewell Bridgewell Limited, incorporated and registered with the
Limited'' Registrar of Companies in England and Wales under number
3964824 whose office is at Old Change House, 128 Queen
Victoria Street, London EC4V 4BJ
''Bridgewell Bridgewell Securities Limited, incorporated and registered
Securities'' with the Registrar of Companies in England and Wales under
number 2777099 whose registered office is at Old Change
House, 128 Queen Victoria, London EC4V 4BJ
'Company' or Avingtrans Plc, incorporated and registered with the
'Avingtrans' Registrar of Companies in England and Wales under number
1968354
'Completion' completion of the Acquisition pursuant to the terms of the
Acquisition Agreement
''Directors'' or the directors of the Company
''Board''
''Enlarged the Group as enlarged following Completion
Group''
''Enlarged Share the enlarged issued ordinary share capital of the Company
Capital'' following the Placing and the Open Offer
''Existing the 7,049,804 Ordinary Shares in issue on the Record Date
Ordinary
Shares''
''Ferraris'' Ferraris Group plc
'Group' Avingtrans and its subsidiary undertakings at the time of
this announcement
'HSBC' HSBC Bank plc, incorporated and registered with the Registrar
of Companies in England and Wales under number 14259
'Issue Price' 60 pence per New Ordinary Share
'Jena' The Jena Group of companies acquired by the Company on 28
June 2002, comprising Jenaer Gewindetechnik GmbH, Jena Rotary
Technology Limited and C&H Precision Finishers Limited
''London Stock London Stock Exchange plc
Exchange''
'Metalcraft' Stainless Metalcraft (Chatteris) Limited, incorporated and
registered with the Registrar of Companies in England and
Wales under number 2506189
''Metalcraft the ordinary shares of £1 each in the capital of Metalcraft
Shares''
''New Ordinary up to 7,371,648 new Ordinary Shares to be issued by the
Shares'' Company pursuant to the Placing and Open Offer Agreement
''Open Offer'' the conditional offer by Bridgewell Securities, on behalf of
the Company, to Qualifying Shareholders to subscribe for the
Open Offer Shares
''Open Offer up to 704,981 New Ordinary Shares which are the subject of
Shares'' the Open Offer
''Ordinary the ordinary shares of 5 pence each in the capital of the
Shares'' Company
''Placing'' the placing by Bridgewell Securities of the Placing Shares
subject to the terms of the Placing and Open Offer
Agreement
''Placing the 6,666,667 New Ordinary Shares the subject of the
Shares'' Placing
''Placing and Open the conditional agreement dated**2004 between (1) the Company
Offer and (2) Bridgewell Securities relating to the Placing and the
Agreement'' Open Offer
''Proposals'' the Acquisition, the Placing, the Open Offer and Admission
pursuant, inter alia, to the Acquisition Agreement, the
Placing and Open Offer
''Qualifying holders of Existing Ordinary Shares on the register of
Shareholders'' members of the Company at the Record Date and others with
bona fide market claims, other than certain overseas
Shareholders
''Record Date'' the close of business on 14 September 2004
''Shareholders'' holders of Existing Ordinary Shares
''subsidiary'' or have the meanings given to them by the Act
''subsidiary
undertaking''
The Directors accept responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Directors, who have
taken all reasonable care to ensure that such is the case, the information
contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information. No liability is
accepted by Bridgewell Limited or Bridgewell Securities Limited for the accuracy
of any information or opinions contained in this document.
The Existing Ordinary Shares are admitted to trading on the Alternative
Investment Market of the London Stock Exchange plc (''AIM''). If the Acquisition
is approved by Shareholders at the Extraordinary General Meeting to be held on
11 October 2004, the dealing facility for the Existing Ordinary Shares will be
cancelled with effect from 4.30 p.m. on that day. Application will be made for
the Enlarged Share Capital to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings on AIM will commence in the
Enlarged Share Capital on 12 October 2004. AIM is a market designed primarily
for emerging or smaller companies to which a higher investment risk tends to be
attached than to larger or more established companies. AIM securities are not
admitted to the official list of the UK Listing Authority (''Official List''). A
prospective investor should be aware of the risks of investing in such companies
and should make the decision to invest only after careful consideration and, if
appropriate, consultation with an independent financial adviser. London Stock
Exchange plc has not itself examined nor approved the contents of this document.
The rules of AIM are less demanding than those of the Official List. No
application is being made for admission of the Existing Ordinary Shares or the
New Ordinary Shares to the Official List.
Neither the Placing nor the Open Offer are being made, directly or indirectly,
in or into the United States, Canada, Australia, Japan or Ireland or any other
jurisdiction in which such Placing, Open Offer or solicitation is unlawful.
Accordingly, this announcement and the should not be published or sent in, into
or from the United States, Canada, Australia, Japan, Ireland or any other
jurisdiction where to do so would be in breach of any applicable law and/or
regulation. The New Ordinary Shares to be allotted pursuant to the Placing and
the Open Offer have not been and will not be registered under the Securities Act
or under the relevant securities laws of any state or other jurisdiction of the
United States, Canada, Australia, Japan or Ireland. Accordingly, the New
Ordinary Shares to be allotted pursuant to the Placing and the Open Offer are
being, and may not (unless an exemption under the Securities Act or other
relevant securities laws is available) be offered, sold, or delivered, directly
or indirectly, in, into or from the United States, Canada, Australia, Japan,
Ireland or any other jurisdiction where this would constitute a violation of the
relevant laws of, or require registration thereof in, such a jurisdiction or to,
or for the account or benefit of, any US persons or a person in, or resident of
Canada, Australia, Japan or Ireland. Overseas shareholders and any other person
(including without limitation, nominees, trustees or custodians) who has a
contractual or legal obligation to forward this document or the Application
Bridgewell Limited, which is authorised in the UK under the Financial Services
and Markets Act 2000 (''FSMA'') by the Financial Services Authority (''FSA''),
is acting as nominated adviser to the Company in connection with the proposed
Admission, Placing and Open Offer. Its responsibilities as the Company's
nominated adviser under the AIM Rules are owed solely to the London Stock
Exchange plc and are not owed to the Company or to any Director nor to any other
person in respect of his decision to acquire securities in the Company in
reliance on this document or any part hereof. Bridgewell Limited is acting
exclusively for the Company and no one else and will not be responsible to
anyone other than the Company for providing the protection afforded to clients
of Bridgewell Limited. Bridgewell Securities Limited, which is authorised in the
UK under the FSMA by the FSA, is acting as broker to the Company in connection
with the proposed Acquisition, Placing and Open Offer and is acting exclusively
for the Company and for no one else and will not be responsible to anyone other
than the Company for providing the protections afforded to clients of Bridgewell
Securities Limited.
No representation or warranty, express or implied, is made by Bridgewell Limited
or Bridgewell Securities Limited as to any of the contents of this announcement
(without limiting the statutory rights of any person to whom this document is
issued). Neither Bridgewell Limited nor Bridgewell Securities Limited will be
offering advice and will not otherwise be responsible to anyone other than the
Company for providing the protections afforded to customers of Bridgewell
Limited or Bridgewell Securities Limited or for providing advice in relation to
the contents of this document or any other matter.
This information is provided by RNS
The company news service from the London Stock Exchange
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