RNS Number:5480W
BNB Resources PLC
15 March 2004
Monday 15 March 2004
BNB RESOURCES PLC
PROPOSED ACQUISITION, PLACING AND OPEN OFFER
RESULTS OF EGM AND OPEN OFFER
BNB, a leading HR solutions and recruitment provider through its Barkers
recruitment solutions, Norman Broadbent executive search and selection and HR
outsourcing and Garfield Robbins brands, announces that the resolutions proposed
at the Extraordinary General Meeting of the Company held earlier today were duly
passed by shareholders.
The Placing, which is conditional on completion of the acquisition of the Apollo
Group, is of 64,000,000 New Ordinary Shares at 12.5p per share to raise #8.0
million (before expenses) and is subject to clawback by Qualifying Shareholders
from Xanthus and Round only under the Open Offer which is on a 1 for 1.213
basis.
The Open Offer closed at 3.00 p.m. on Friday 12 March 2004and, subject to
completion of the Acquisition and in accordance with the terms of the Placing
and Open Offer Agreement, 64,000,000 New Ordinary Shares are to be allotted to
the Placing Investors, Montelle, Xanthus and Round, and to Qualifying
Shareholders, including Julian Treger, Paul Turner, Douglas Bugie and The Rt.
Hon. John Redwood MP, Directors, to satisfy valid applications in respect of the
Open Offer. The allotments to the Directors and the Placing Investors in
respect of the Placingand Open Offer are of the following New Ordinary Shares:
Number of
New Ordinary Shares
Placing Investors
Montelle 14,073,520
Xanthus 17,009,279
Round 15,745,610
Directors
Julian Treger 108,176
Paul Turner 157,271
Douglas Bugie 1,109,708
The Rt. Hon. John Redwood MP 35,037
The initial consideration for the Apollo Group, to be satisfied on completion,
totals #4.5 million, based on the middle-market quotation of Ordinary Shares of
14.75p on 19 February 2004, and comprises a cash payment of #0.7 million (of
which #0.4 million is to be held in an escrow account) and the issue of 24
million New Ordinary Shares and 3.5 million Consideration Warrants. Completion
of the acquisition of the Apollo Group is now expected to take place on or
before 31 March 2004, following compliance with the regulatory requirements of
the various countries in which the companies within the ApolloGroup operate.
Following completion of the Acquisition, Simon Grinstead is to join the Company
as Chief Executive and as a Director, effective in May 2004, as set out in the
circular to Shareholders dated 20 February 2004.
The preliminary results of the Company for the year ended 31 December 2003 are
expected to be announced on or before 31 March 2004, following which 42,142 New
Ordinary Shares are expected to be issued to Roderick MacLeod, through Xanthus,
and Julian Treger in lieu of their Directors' fees for the last quarter of 2003.
Application will be made for 88,042,142 New Ordinary Shares to be admitted to
trading on AIM in respect of the shares to be issued for the Placing and Open
Offer, the initial consideration for the Acquisition and in lieu of Directors'
fees. Dealings are now expected to commence in the New Ordinary Shares on AIM
on or before 2 April 2004. CREST accounts are expected to be credited, and
definitive share certificates are expected to be despatched by post, on or
before 2 April 2004.
At the EGM, the following comments were made to Shareholders:
"We are pleased to have concluded successfully this fundraising for the Company,
subject now only to completion of the Acquisition, and to have approved the
proposed acquisition of the Apollo Group. Completion of the Acquisition and the
Placing and Open Offer is now expected to take place on or before 31 March 2004,
following compliance with the regulatory requirements of the various countries
in which the companies within the Apollo group operate.
We referred to current trading and prospects in the Shareholder Circular of 20
February and, at this point, I should like to reiterate that the Directors
anticipate reporting the results of the Group for the year ended 31 December
2003 in late March 2004 in line with the normal reporting timetable. On a
pre-exceptionals basis, the results for the year are expected to show an
improvement on the prior year."
Following the issue of 88,042,142 New Ordinary Shares, the members of the
Concert Party and the Directors hold the following interests in the share
capital of the Company:
Number of Percentage of Number of Number of
Ordinary issued share Warrants Consideration
Shares capital Warrants
Concert Party
Montelle Sub-concert Party
Montelle 31,144,518 18.80% 386,101 -
Madison 964,116 0.58% 13,649 -
The & Trust 6,242,088 3.76% 57,068 -
Julian Treger 260,108 0.16% - -
Brian Myerson 127,551 0.08% - -
38,738,381 23.38% 456,818 -
Xanthus Sub-concert Party
Xanthus 33,373,069 20.14% 222,076 -
Round 30,873,850 18.64% 199,218 -
Simon Grinstead 9,261,091 5.59% 2,000,000 1,050,000
Pascal Gueissaz 7,200,000 4.35% - 1,050,000
Apollo Investment 9,600,000 5.79% - 1,400,000
90,308,010 54.51% 2,421,294 3,500,000
Pension Plans 555,738 0.34% - -
Total 129,602,129 78.23% 2,878,112 3,500,000
Directors and Simon Grinstead
Julian Treger (as above)
Roderick MacLeod (see notes 1 & 3)
Simon Grinstead (as above)
Paul Turner 348,041 0.21% - -
Douglas Bugie 2,455,784 1.48% - -
The Rt. Hon. John Redwood MP 77,537 0.05% - -
Notes:
1. Roderick MacLeod, a member of the Concert Party, has an
indirect controlling interest in Xanthus.
2. Martin Pestalozzi, a member of the Concert Party, has an
indirect family interest in Round.
3. Apollo Investment is beneficially owned as to 50 per cent by
Xanthus and 50 per cent by Round.
4. Simon Grinstead, a member of the Concert Party, holds on
trust for Pascal Gueissaz half his current interests in Ordinary Shares and
Warrants and, pursuant to an agreement dated 18 February 2004 between the
Vendors, the whole of the Consideration Warrants will be attributable to him.
5. Montelle is connected with Julian Treger.
6. Madison is connected with Brian Myerson.
Press Enquiries:
Paul Turner, Group Finance Director 020 7634 1073
BNB Resources PLC
Alex Borrelli 020 7408 4090
Shore Capital
Charles Ponsonby 020 7444 4166
Bankside Consultants
DEFINITIONS
''Acquisition'' the proposed acquisition of the Apollo Group
''AIM'' the Alternative Investment Market of the London Stock Exchange
''Apollo Contaplus SA (Switzerland), Conciliat GmbH, Contaplus AB, Contaplus Italia Srl, Contaplus SA (Spain),
Staffvision Holding SA, Ad Interim SpA, Hamlin Knight Limited, Career World Limited, Career World SA, Contaplus Holding
SA and William Elliot SA
Group''
''Apollo Apollo Investment Holdings Limited, a company incorporated in Guernsey in which Roderick MacLeod and
Martin Pestalozzi are beneficially interested through Xanthus and Round respectively
Investment''
''Board'' or the directors of the Company
''Directors''
"Concert Party" the members of the Montelle Sub-concert Party and the Xanthus
Sub-concert Party and the Pension Plans
"Consideration 3.5 million warrants to subscribe for 3.5 million New Ordinary Shares pursuant to the Acquisition
Warrants"
''CREST'' the computerised settlement system used to facilitate the transfer of title to shares in uncertificated
form operated by CRESTCo
"London Stock London Stock Exchange plc
Exchange"
"Madison" Madison Trust
"Montelle" Montelle Properties Limited
"Montelle Madison, Montelle, The & Trust, Julian Treger and Brian Myerson
Sub-concert
Party"
"New Ordinary up to 121,023,274 new Ordinary Shares to be issued in connection with theAcquisition, the Placing and
Open Offer, the exercise of Warrants and Consideration Warrants and in lieu of Directors' fees
Shares"
"Open Offer" the invitation to Qualifying Shareholders by Shore Capital as agent for the Company to subscribe for
64,000,000 New Ordinary Shares at 12.5p per share
"Ordinary ordinary shares of 5 pence each in the share capital of the Company
Shares"
"Pension Plans" BNB Resources Pension Trustees Limited and The BNB Resources Performance Share Plan
"Placing" the placing of 64,000,000 New Ordinary Shares at the Issue Price with the Placing Investors
"Placing and the placing and the open offer of the Placing Shares
Open Offer"
"Placing and the agreement between the Company, the Directors, Simon Grinstead, Shore Capital and the Placing
Investors
Open Offer
Agreement"
"Placing Montelle, Round and Xanthus
Investors"
"Qualifying holders of Ordinary Shares on the register of members of the Company at the Record Date
Shareholders"
"Record Date" the close of business on 16 February 2004
"Shore Capital" Shore Capital and Corporate Limited
"Round" Round Enterprises Limited
"Shareholders" holders of Ordinary Shares
"Sub-concert each of the Montelle Sub-concert Party and the Xanthus Sub-concert Party
Party"
"Vendors" Simon Grinstead, Pascal Gueissaz and, through Apollo Investment, Roderick MacLeod and Martin Pestalozzi
"Warrants" 3,250,000 warrants to subscribe for 5,105,132 Ordinary Shares
"Xanthus" Xanthus Limited
"Xanthus Xanthus, Round, Apollo Investment, Simon Grinstead, Roderick MacLeod, Martin Pestalozzi and Pascal
Gueissaz
Sub-concert
Party"
This information is provided by RNS
The company news service from the London Stock Exchange
END
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