Re Circular
Severfield-Rowen PLC
19 September 2007
19 September 2007
Severfield-Rowen Plc ('Severfield-Rowen' or the 'Company')
This announcement is not for release, publication or distribution, directly or
indirectly, in or into any jurisdiction in which the same would be unlawful.
This announcement is not an offer of securities in any jurisdiction.
Despatch of circular in relation to
the Proposed acquisitions of Action Merchants Limited ('AML') and
Dalton Airfield Estate Limited ('DAEL'),
Proposed new performance share plan
and
Proposed 4 for 1 subdivision of share capital
On 22 August 2007, Severfield-Rowen Plc, the market leading structural steel
group, announced that it had agreed to acquire Action Merchants Limited, the
holding company of Fisher Engineering Limited ('Fisher Engineering'), a
constructional steel fabricator (the 'Fisher Acquisition'), and Dalton Airfield
Estate Limited which owns the long leasehold title to the Group's headquarters
and the freehold title to a little over half of Severfield-Reeve Structures
Limited's fabrication facility, both at Dalton Airfield Industrial Estate
(together, the Dalton Facility) (the 'Property Acquisition').
In connection with the Fisher Acquisition, the Company has entered into an
agreement to acquire 90.2 per cent. of the 'A' shares, and all of the 'B' shares
and Preference Shares in AML ('Fisher Acquisition Agreement'). On completion of
the Fisher Acquisition Agreement, the Company will enter into call option
agreements ('Fisher Option Agreements') pursuant to which it will have the right
to acquire the balance of the 'A' Shares not acquired pursuant to the Fisher
Acquisition Agreement. The Company intends to exercise the call options under
the Fisher Option Agreements following completion of the Fisher Acquisition
Agreement to thereby acquire 100 per cent. of the share capital of AML.
The Fisher Acquisition and the Property Acquisition are each conditional upon,
inter alia, the approval of Severfield-Rowen shareholders, which is to be sought
at an Extraordinary General Meeting (the 'EGM') to be held at 10.00 a.m. on 5
October 2007 at the offices of Ashurst, Broadwalk House, 5 Appold Street, London
EC2A 2HA.
Proposed Performance Share Plan
In addition to the Fisher Acquisition and the Property Acquisition, the Board
will be proposing a new performance share plan ('Performance Share Plan') for
approval at the EGM. The Performance Share Plan, for which performance
conditions have been set by the Company's Remuneration Committee, will be put in
place to provide incentive arrangements for executive Directors and selected
senior employees.
Proposed subdivision of share capital
The Board is also proposing to split the Company's share capital on the basis of
4 new ordinary shares for each existing ordinary share held, in order to
increase the marketability of the Company's shares ('Subdivision'). The nominal
value of each new ordinary share will be 2.5 pence instead of the current 10
pence. If approved at the EGM, trading in the new ordinary shares is expected
to commence on 9 October 2007.
Proposed timetable
10.00 a.m. on 5 October 2007 EGM
8 October 2007 Completion of Fisher Acquisition Agreement
4:30 p.m. on 8 October 2007 Record date for subdivision of share capital
8.00 a.m. on 9 October 2007 CREST accounts credited with new ordinary shares of 2.5p each and commencement of dealings
in new ordinary shares
9 October 2007 Completion of the Fisher Option Agreements
9 October 2007 Completion of the Property Acquisition
by 16 October 2007 Share certificates in respect of new ordinary shares to be despatched to shareholders
Severfield-Rowen will announce its interim results for the six months ending 30
June 2007 on Tuesday 25 September 2007. A presentation for City analysts will
take place at Financial Dynamics, Holborn Gate, 26 Southampton Buildings, WC2A
1PB at 9.00 a.m. that day.
A circular with further details of the Fisher Acquisition, the Property
Acquisition, the Performance Share Plan, the Subdivision and notice of the EGM
has today been sent to shareholders, with a copy submitted to the UK Listing
Authority, and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility at Financial Services Authority, 25 North
Colonnade, Canary Wharf, London E14 5HS. The circular is also available for
viewing on the Company's website at www.sfrplc.co.uk.
Enquiries:
Severfield-Rowen Plc Peter Levine 0207 493 7888
Tom Haughey 01845 577 896
Keith Elliot 01845 577 896
Hoare Govett Limited Ranald McGregor-Smith 020 7678 8000
John MacGowan
Stephen Bowler
Financial Dynamics Richard Mountain 020 7269 7291
Susanne Yule
This information is provided by RNS
The company news service from the London Stock Exchange
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