RNS Number:6347J
Inveresk PLC
04 April 2003
INVERESK PLC
PLACING AND OPEN OFFER OF 47,983,689 NEW ORDINARY SHARES
AT 10P PER SHARE AND CAPITAL REDUCTION
Introduction
The Company announces today that it intends to raise #4.8 million (#4.3 million
net of expenses) through the issue of 47,983,689 new Ordinary Shares at a price
of 10 pence per share by means of a Placing and Open Offer by KBC Peel Hunt. The
Placing and Open Offer have been fully underwritten by KBC Peel Hunt.
The Company also announced today that new banking facilities have been
negotiated with Bank of Scotland in the form of a working capital facility, a
term loan and other facilities amounting in total to #19.8 million.
Inveresk has been in severe financial difficulties. Since the announcement of
Inveresk's last interim results, there has been a further significant reduction
in the Company's turnover and net assets and substantial costs have been
incurred and provisions made in relation to the sale of the business and certain
assets at the Caldwells mill, the closure of the Company's head office,
redundancies, further asset value writedowns and impairments. It is, however,
expected by the Directors that this reduction in net assets will to a certain
extent be mitigated by, among other things, a revaluation of the Company's
property assets.
Although the recent placing of new Ordinary Shares has improved the Company's
financial position, the Board believes that the Company's aggregate level of
indebtedness is currently at an unsustainable level. This will be alleviated by
the expected conversion of #2.2 million of unsecured loans into Ordinary Shares
at a price of 10 pence per share. Despite this, the Directors believe that it is
imperative for the Company to raise new equity finance as soon as possible in
order to repair its balance sheet and to reduce Inveresk's debt to equity ratio
to more normal levels. In the absence of the Placing and Open Offer, the Board
believes that it would have to sell some or all of the Company's assets, which
it does not believe would be in the best interests of the Company, or its
Shareholders, particularly given the potential for increased profitability at
each of Inveresk's mills.
In order to allow the earlier payment of dividends than would otherwise be the
case, the Company proposes, subject to Shareholder approval and the sanction of
the Court, to cancel the Deferred Shares and to cancel the amounts standing to
the credit of the share premium account and capital redemption reserve and to
credit those amounts to the profit and loss account, which currently stands in
deficit.
Information on Inveresk
Inveresk owns two paper mills; Carrongrove which is based in Denny,
Stirlingshire and St Cuthberts which is based in Wells, Somerset. In addition,
Inveresk owns the property, plant and equipment of the Caldwells mill based in
Inverkeithing, Fife which are occupied by and operated under license by Klippan
International plc under a five year lease.
Carrongrove
The Carrongrove mill operates one twin wire paper machine which is 2700 mm wide
with four in-line coating heads. The mill is able to produce one side coated,
two sided coated and embossed solid bleached sulphate ("SBS") boards ranging in
weight from 160 grams to 515 grams per square metre. In addition, the mill can
produce coated recycled and uncoated SBS boards. In the 13 month period ended 31
December 2002, the majority of the mill's products were sold for prices ranging
up to #1,000 per tonne. The mill has the capacity to produce approximately
40,000 tonnes of saleable product per annum and currently employs 149 personnel.
Carrongrove's products are marketed under the 'Gemini' brand name and are used
in a wide variety of high quality graphical and speciality packaging
applications such as book and directory covers, CD and DVD covers, greeting
cards and tickets. The Directors estimate that in the 13 month period ended 31
December 2002, export sales accounted for approximately 61 per cent. of
Carrongrove's total revenue with the most significant export markets being
Germany followed by the Netherlands. Approximately 85 per cent. of Carrongrove's
sales are to paper merchants. In the 13 month period ended 31 December 2002, the
mill's top ten customers accounted for approximately 62 per cent. of total
sales, with the largest customer accounting for approximately 22 per cent. of
total sales.
St. Cuthberts
The St. Cuthberts mill operates one single wire paper machine and one mould
paper machine. The mill also has a second mould paper machine that is used for
testing and developing new products. St Cuthberts currently employs 134
personnel.
The single wire machine produces pre-impregnated foil base paper, which is used
as a covering to give a real wood finish effect to doors, shelves, cupboards and
other laminated furniture. Paper foils are produced in weights ranging from 50
grams to 100 grams per square metre and can be produced in any colour so that
customers can apply their own graphics in order to create the wood effect. In
addition to furniture base papers, the machine also produces latex impregnated
wallpapers. In the thirteen month period ended 31 December 2002, the products
made by this machine had an average selling price of #1,430 per tonne. With the
capacity to produce approximately 10,500 tonnes of saleable product per annum,
the Directors believe that St. Cuthberts is the largest producer of
pre-impregnated foil base paper in the United Kingdom.
The mill's mould paper machine produces traditional 'hand made' style papers for
the art market under the brand names "Bockingford", "Saunders Waterford" and
"Somerset". Papers are also sold to companies such as Winsor & Newton Limited
for sale under their own brand names. Paper weights range from 90 grams to 640
grams per square metre. The mould machine also produces papers of similar
weights and quality for inkjet printers which are also sold under the
"Bockingford" and "Somerset" brands. In the 13 months ended 31 December 2002,
these products had an average selling price of #4,095 per tonne. This machine
has the capacity to produce between 1,200 and 1,400 tonnes of saleable product
per annum.
The Directors estimate that in the 13 month period ended 31 December 2002,
export sales accounted for approximately 73 per cent. of St Cuthberts' total
revenue which was split evenly between North and South America and Europe. The
majority of the mill's products are sold directly to end customers. In the 13
month period ended 31 December 2002, the top ten customers accounted for
approximately 80 per cent. of total sales, with the largest customer accounting
for approximately 20 per cent. of total sales.
Background to and reasons for the Placing and Open Offer
Following losses at a pre-tax profit level in each of the two years ended 1
December 2000 and 2001, a further restructuring programme was commenced in the
first half of the 2002 financial year by the then board of Inveresk. This
included the closure of the Kilbagie mill in February 2002, the closure of the
Westfield mill in May 2002 and a further restructuring of the Company's central
overheads. As a consequence of the cash outflows associated with these closures,
Inveresk announced on 16 August 2002 that the Company had breached the covenants
set out in its loan agreements with the Royal Bank of Scotland.
On 30 October 2002, Inveresk announced that it was in severe financial
difficulty and that, in the opinion of the directors of the Company at that
time, the working capital available to Inveresk was not sufficient for its
present requirements, that being, for at least 12 months following the date of
that announcement. In order to alleviate this situation, the Company disposed of
the business and certain assets relating to the Caldwells mill to Klippan
International plc without obtaining prior Shareholder approval.
The Company announced on 27 December 2002, that it intended to raise #2,000,000
by way of an issue of 20,000,000 Ordinary Shares at a price of 10 pence per
share and that it intended to enter into an unsecured loan of between #2,000,000
and #2,500,000. On the same date, Inveresk announced that in order to allow
Shareholders to clawback partially their interests in the Company, it intended
to offer Shareholders further Ordinary Shares on a pre-emptive basis. The
proceeds of the issue of Ordinary Shares and a #2,200,000 unsecured loan were
received in January 2003.
As at 1 June 2002, the Company had bank borrowings amounting to more than #20
million in aggregate and trade creditors of #17.4 million. Due to the imposition
of stricter working capital controls, the fundraising in January 2003, the sale
of the business assets of the Caldwells mill and the sale of land and buildings
at the Westfield mill, bank borrowings were reduced to #8.9 million at 31
January 2003 and trade creditors, who have generally been supportive, were
reduced to #13.7 million at the same date. Despite these reductions, the Board
believes that the Company's aggregate level of indebtedness is still at an
unsustainable level and must be reduced to more normal levels as soon as
possible. Whilst it may be possible to achieve this through a disposal of some
or all of the Company's assets, the Board believes that due to the Company's
publicised financial difficulties, it would not obtain a fair price for those
assets if it tried to sell them and therefore does not consider this option to
be in the best interests of the Company or its Shareholders, particularly given
the potential for increased profitability at each of Inveresk's mills.
Accordingly, the Board intends to reduce the Company's debt to equity ratio to
more normal levels via the Placing and Open Offer. The Placing and Open Offer
have been fully underwritten by KBC Peel Hunt.
11,073,159 of the Placing Shares, which represent 15 per cent. of the Company's
existing issued ordinary share capital, are not subject to the Open Offer. The
Board believes that it has had to offer these Placing Shares to institutional
and other investors in order to ensure that the Open Offer is fully
underwritten, which it believes is of fundamental importance to the Company.
The expectation of the funds to be received under the Placing and Open Offer has
assisted Inveresk in connection with its negotiations with Bank of Scotland, as
discussed below. Following Admission the net proceeds of the Placing and Open
Offer will be applied towards meeting the Company's working capital requirements
and, in particular, to the repayment of its trade creditors.
Banking arrangements
The Board has received confirmation from Bank of Scotland of new banking
facilities for Inveresk comprising, inter alia, a #10.6 million working capital
facility, an #8 million term loan and other facilities, together totalling #19.8
million. The Board shortly intends to draw down #8 million under its new term
loan facility in order to repay partially its existing borrowings and to
terminate its existing banking arrangements.
Loan conversion
The Company announced on 20 January 2003, that it had raised #2,200,000 by way
of unsecured loans. On 10 February 2003, the Company announced that in order to
reduce the Company's level of indebtedness, it intended to amend the terms of
these unsecured loans to allow for their conversion into new Ordinary Shares in
Inveresk at a price of 10 pence per share. Full conversion of all of the
unsecured loans will result in the issue of 22,000,000 Ordinary Shares.
The Company has agreed with Klippan AB and Mr Lersten that the unsecured loans
they have made to the Company, amounting in aggregate to #1,293,827, shall not
be repaid but shall be applied in paying up 12,938,270 Ordinary Shares. It is
intended that the 12,938,270 new Ordinary Shares to be allotted to Klippan AB
and Mr Lersten pursuant to the conversion of their loans will be admitted to
trading on AIM on 2 May 2003.
The Board has requested that Mr Bernander and Mr Walker convert their unsecured
loans to the Company into Ordinary Shares as soon as they are capable of doing
so, which is expected to be after the announcement of the Company's preliminary
results for the 13 months ended 31 December 2002.
Current trading and prospects
On 16 August 2002, the Company released its unaudited interim results for the
half year ended 1 June 2002. The financial results for the six months to 1 June
2002 showed a reduction in turnover from #54.2 million to #47.0 million but a
reduced total operating loss of #1.2 million, compared to #2.2 million in the
previous corresponding period. Exceptional charges from a further restructuring
programme which was commenced in the first half of 2002 amounted to #11.1
million for the six months to 1 June 2002 compared to #0.5 million, giving rise
to an increased loss before tax of #12.1 million compared to #3.2 million in the
previous corresponding period. The loss per share for the six months ended 1
June 2002 was 19.7p compared to a loss of 4.7p per share in the six months ended
2 June 2001.
Since the announcement of Inveresk's interim results, there has been a further
significant reduction in the Company's turnover and net assets. Substantial
costs have been incurred and provisions made in relation to the sale of the
business and certain assets at the Caldwells mill, the closure of the Company's
head office, redundancies, further asset value writedowns and impairments. The
Directors expect that all costs in relation to the Company's restructuring and
reorganisation will be included or fully provided for in the Group's results for
the 13 month period to 31 December 2002.
In addition, the Directors have reviewed the intrinsic value of all assets and
liabilities with particular regard to the Company's portfolio of land and
buildings. By application of generally accepted accounting principles, supported
by independent professional valuations, the revaluation of the Company's land
and buildings will to a certain extent offset some of the exceptional costs
incurred and provisions made by the Company during the 13 months ended 31
December 2002. The effects of any changes to the Company's accounting policies
will be incorporated in Inveresk's preliminary results for the thirteen months
ended 31 December 2002, which are expected to be released at the end of April,
or in early May 2003.
The Company's activities now comprise the two profitable and cash generative
mills at Carrongrove and St Cuthberts. Both these mills are trading profitably
and ahead of budget with order books significantly ahead of this time last year.
Thanks to the loyalty of the Company's valued customers and the invaluable
support of its major suppliers, the integrity of both production and
distribution has been maintained despite this challenging period of
restructuring. The Directors believe that the prospects for both mills remain
positive.
Following the completion of the Placing and Open Offer, the Board believes that
the Company will have a more appropriate capital structure and a stronger
balance sheet which will establish a platform for future growth, tightly
controlled by the new management team which has recently been put in place.
Strategy
Since November 2002, the Board has imposed strict working capital controls on
the Company and has closed the Company's head office, with the associated costs
either being eliminated or decentralised to each of the mills. The Board intends
to ensure that central overheads are kept to a minimum in future.
At both mills, the Directors intend to improve maintenance schedules with the
aim of minimising production stoppages. It is anticipated that this will both
increase mill capacity and improve product quality. Modest capital expenditure
initiatives to further increase mill capacity will also be approved where a
short term payback period can be demonstrated.
Specific strategic initiatives for each of Inveresk's two mills, as well as
Company-wide initiatives are set out below:
Carrongrove
At Carrongrove, the Directors intend to develop the 'Gemini' brand and to
continue certain product development programmes to enhance the value and quality
of some of its one side coated board aimed specifically at the greeting cards
and DVD cover markets. The Board also intends to develop the penetration of
Carrongrove's products in certain European countries where it is not strongly
represented, as well as in North America.
St Cuthberts
Strategic programmes at St Cuthberts will be focused on increasing sales of art
paper products produced by the mould paper machine and increasing that machine's
capacity as and when appropriate. Initiatives will include investments in
marketing the machine's higher margin products, such as its inkjet papers.
Investment will also be made in developing new high margin products for
speciality applications, such as high temperature gaskets. Should there be
sufficient demand for this type of product, the second mould paper machine would
form the basis of a machine to allow for full time production.
Risk management
Following Admission, the Board intends to improve its risk management
procedures, particularly in relation to mill production levels, currency
exposure and raw materials prices.
Due to the Company's financial difficulties, essential maintenance programmes
were curtailed during the 13 months ended 31 December 2002. The Directors
believe that this factor, combined with a more difficult insurance market, has
prevented the Company from obtaining what the Directors would regard as being
adequate insurance cover at acceptable premiums for property damage and business
interruption. The Board believes that the introduction of more rigorous
maintenance programmes will increase the likelihood of enhancing the current
levels of cover.
Approximately half of the Company's raw material requirements are priced in US
dollars. In the 13 months ended 31 December 2002, approximately 13 per cent. of
the Company's sales were in US dollars and approximately 52 per cent. were in
Euros. The Board intends to explore the possibility of reducing its exposure to
fluctuations in raw materials prices and to currency movements generally and, if
appropriate, to implement a suitable hedging strategy.
Corporate activity
The Directors recognise that there is scope for significant corporate activity
within the European paper industry. However, they also recognise that given
Inveresk's recent difficulties, the primary objective should be restoring the
Company to profitable growth. Once this is achieved, the Board believes that it
may be appropriate to start considering how Inveresk may participate in such
corporate activity.
Relationship with Klippan AB and independence of the Board
On completion of the Placing and Open Offer and assuming full conversion of all
the unsecured loans, Klippan and persons acting in concert with it, which are
deemed to include Jan Bernander and Alan Walker, will be interested in
37,501,003 Ordinary Shares, representing approximately 26.1 per cent. of
Inveresk's enlarged issued ordinary share capital. The Board has been informed
by Klippan AB that the concert party does not intend to increase its interest in
Inveresk after completion of the Open Offer and the conversion of the #2,200,000
of unsecured loans to the Company.
In order to ensure that it is at all times capable of operating and making
decisions independently of Klippan AB, the Board intends to appoint two
independent non-executive directors such that no individual or small group of
individuals can dominate the Board's decision taking. Recruitment of suitable
individuals is in progress and we hope to be able to report on this at the
forthcoming annual general meeting scheduled to take place in May 2003.
The Board believes that, notwithstanding the importance that Inveresk operates
independently of Klippan AB, there are potential benefits available to the
Company by entering into commercial initiatives with Klippan AB. Some of the
initiatives that are currently being explored, which would all be entered into
on an arm's length basis, relate to procurement, sales and the exploitation of
technological and production efficiencies. Further details will be announced as
and when any initiatives are agreed.
Capital Reduction
Inveresk is currently unable to pay dividends as a result of the deficit which
exists on its profit and loss account reserves. The reductions of share premium
account and capital redemption reserve resolved upon at the Company's annual
general meeting held on 7 March 2002, which were intended to address the
deficit, are no longer proceeding as the Capital Reduction will be more
effective for this purpose. Following the Capital Reduction, the deficit will be
substantially reduced. As long as a deficit remains on the profit and loss
account, the Company will be unable to pay any dividends, however the Capital
Reduction will allow the possibility of earlier dividend payments than would
otherwise be the case.
Subject to the approval of Shareholders and subsequent sanction of the Court,
the amounts standing to the credit of the share premium account (which will have
increased to approximately #22,525,000 following the Placing and Open Offer and
after taking into account the placing of 20,000,000 Ordinary Shares which was
completed in January 2003 and assuming the full conversion of the Company's
outstanding unsecured loans) and the capital redemption reserve will be
cancelled and used to reduce the deficit on the Company's profit and loss
account reserves. In addition, and also subject to the approval of Shareholders
and subsequent sanction of the Court, all 484,389,549 Deferred Shares in issue
will be cancelled and the credit arising from their cancellation will also be
used to reduce the deficit on the Company's profit and loss account reserves.
A reduction in the capital of the Company and cancellation of its share premium
account and capital redemption reserve requires, first, that the requisite
proposal be approved by Shareholders as a special resolution. Following the
passing of such resolution, the Capital Reduction must be sanctioned by the
Court. Only if the sanction of the Court is obtained can the Capital Reduction
take effect. The effective date of the Capital Reduction is the date upon which
the Court's order sanctioning the reduction is registered by the Company with
the Registrar of Companies.
Accordingly, assuming the necessary resolution is passed at the Extraordinary
General Meeting, the Company will apply to the Court for an appropriate order to
sanction the Capital Reduction. The Court will need to be satisfied that the
interests of the Company's creditors will not be prejudiced as a result of the
Capital Reduction becoming effective. If the amount of the Capital Reduction
exceeds the deficit on the Company's profit and loss account as at the date on
which the Capital Reduction becomes effective the Company may have to undertake
to the Court not to treat the excess as distributable until certain conditions
are met. The terms upon which the Court is prepared to sanction the Capital
Reduction will be subject to consideration in due course by the Court and
discussion between the Company and its advisers. The Directors reserve the right
to discontinue the application if they consider it appropriate and in the
interests of the Company to do so.
Details of the Placing and Open Offer
The Placing and Open Offer is intended to raise #4.8 million (#4.3 million net
of expenses) in aggregate by the issue of the New Ordinary Shares. Of the New
Ordinary Shares being issued, 11,073,159 Placing Shares are not subject to the
Open Offer and have accordingly been placed firm by KBC Peel Hunt with
institutional and other investors. 16,879,176 of the Offer Shares have also been
placed, but are subject to the rights of Qualifying Shareholders to apply for
such shares under the Open Offer. The Placing and Open Offer have been fully
underwritten by KBC Peel Hunt.
Qualifying Shareholders are being given the opportunity to subscribe for the
Offer Shares under the terms of the Open Offer at a price of 10 pence per share,
payable in full on application. The pro rata entitlement of Qualifying
Shareholders under the Open Offer is calculated on the following basis:
1 Offer Share for every 2 Ordinary Shares
and so in proportion for any other number of Ordinary Shares registered in the
names of Qualifying Shareholders on the Record Date. Entitlement to the Offer
Shares will be rounded down to the nearest whole number. The fractional
entitlements which would otherwise have arisen will not be allotted to
Qualifying Shareholders but will be aggregated and, to the extent required,
initially used to satisfy excess applications received under the Open Offer and
thereafter, to the extent that any remain, subscribed under the terms of the
Placing.
Qualifying Shareholders may apply for any whole number of Offer Shares, either
less than or in excess of their pro rata entitlement. However in the case of
applications for Offer Shares in excess of the pro rata entitlement, the total
number of Offer Shares will not be increased in response to such excess
applications. Excess applications will therefore only be satisfied to the extent
that other Qualifying Shareholders do not apply for their pro rata entitlements
in full. Offer Shares will be allocated in response to excess applications in
the absolute discretion of the Company.
Undertakings have been given by certain major Shareholders to subscribe for
their full entitlements to 13,412,500 Offer Shares. The Directors have also
undertaken to subscribe in full for their Open Offer entitlements amounting to
2,355,853 Offer Shares in aggregate. In total therefore, undertakings have been
received to subscribe for 15,768,353Offer Shares representing 42.7 per cent. of
the Offer Shares.
Klippan AB and Stefan Lersten have given undertakings not to subscribe for their
entitlements amounting to 4,263,001 Offer Shares in aggregate, which have
accordingly been placed firm by KBC Peel Hunt with institutional and other
investors.
The New Ordinary Shares to be issued pursuant to the Placing and the Open Offer
will be issued credited as fully paid and will rank pari passu in all respects
with the existing Ordinary Shares, including the right to receive all dividends
and other distributions declared or made after the date of their issue.
The Placing and Open Offer are conditional, inter alia, on Admission becoming
effective and the Placing and Open Offer Agreement becoming unconditional in all
other respects. Application has been made for the New Ordinary Shares being
issued pursuant to the Placing and Open Offer to be admitted to AIM. It is
expected that Admission will become effective and that dealings will commence in
the New Ordinary Shares on 2 May 2003.
Application may only be made on the Application Form, which is personal to the
Qualifying Shareholder(s) named therein and may not be assigned, transferred or
split except to satisfy bona fide market claims. Qualifying Shareholders who
have sold or transferred all or part of their registered holdings are advised to
consult their stockbroker, bank or other agent through or by whom the sale or
transfer was effected as soon as possible since the benefits arising under the
Open Offer may be claimed from them by purchasers under the rules of the London
Stock Exchange.
The Application Form represents a right to apply for Open Offer Shares. It is
not a negotiable document or a document of title and cannot be traded. Any
rights to subscribe Open Offer Shares under the Open Offer which are not
exercised will lapse.
Extraordinary General Meeting
Notice of the Extraordinary General Meeting, which is to be held at the offices
of Jones Day Gouldens, solicitors to the Company, Bucklersbury House, 3 Queen
Victoria Street, London, EC4N 8NA at 10.00 a.m. on 30 April 2003 will be sent to
shareholders today.
The Board considers the Capital Reduction and the Placing and Open Offer to be
in the best interests of the Company and Shareholders as a whole will be
unanimously recommending that Shareholders vote in favour of the resolutions to
be proposed at the Extraordinary General Meeting, as Messrs Bernander and Green
intend to do in respect of their holdings of 4,711,707 Ordinary Shares,
representing approximately 6.4 per cent. of the existing issued Ordinary Share
capital of the Company.
Enquiries:
Inveresk Plc
Alan Walker (Chief executive) 020 7240 1234
Jan Bernander (Chairman) 00 46 708 556 400
KBC Peel Hunt Ltd
Oliver Scott 020 7418 8900
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 31 March 2003
Ex-date for entitlements to the Open Offer 4 April 2003
Latest time and date for splitting Application Forms 3.00 p.m., 25
April 2003
(to satisfy bona fide market claims only)
Latest time and date for receipt of forms of proxy 10.00 a.m., 29
April 2003
Latest time and date for receipt of completed Application Forms 3.00 p.m., 29
and payment in full April 2003
Extraordinary General Meeting 10.00 a.m., 30
April 2003
Admission effective and dealings commence in the New Ordinary 2 May 2003
Shares
Crediting of CREST accounts in respect of the New Ordinary 2 May 2003
Shares
Definitive share certificates in respect of the New Ordinary 9 May 2003
Shares despatched by
DEFINITIONS
"Admission" the admission of the New Ordinary Shares to trading on AIM
"AIM" the Alternative Investment Market of the London Stock
Exchange
"Application the application form in respect of the Open Offer
Form"
"Board" the board of directors of the Company
"Capital the proposed cancellation of Deferred Shares and the proposed
Reduction" cancellation of the share premium account and the capital
redemption reserve of the Company
"Company" or Inveresk plc
"Inveresk"
"Court" the Court of Session in Edinburgh
"CREST" the system for trading shares in uncertificated form
"CRESTCo" CRESTCo Limited, the operator of CREST
"Deferred the non-voting deferred shares of 1p each in the capital of
Shares" the Company
"Directors" the directors of the Company
"Extraordinary the extraordinary general meeting of the Company to be held
General Meeting" on 30 April 2003
"Group" the Company and its subsidiary undertakings
"Issue Price" 10 pence per Ordinary Share
"KBC Peel Hunt" KBC Peel Hunt Ltd
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary 47,983,689 new Ordinary Shares, being the new Ordinary Shares
Shares" to be issued pursuant to the Placing and Open Offer
"Offer Shares" 36,910,530 of the New Ordinary Shares to be made available
under the Open Offer
"Open Offer" the conditional offer to Qualifying Shareholders to subscribe
for the Offer Shares
"Ordinary ordinary shares of 1p each in the capital of the Company
Shares"
"Overseas Shareholders with registered addresses in, or who are
Shareholders" citizens, residents or nationals of, jurisdictions outside
the UK
"Placing and Open together, the Placing and the Open Offer
Offer"
"Placing" the conditional placing by KBC Peel Hunt of all of the New
Ordinary Shares, subject (in the case of the Offer Shares) to
the entitlements of Qualifying Shareholders under the Open
Offer
"Placing Shares" up to, 32,215,336 New Ordinary Shares to be issued under the
Placing
"Qualifying Shareholders whose names appear on the register of members of
Shareholders" the Company on the Record Date (save in relation to certain
Overseas Shareholders)
"Record Date" the close of business on, 31 March 2003
"Shareholders" holders of Ordinary Shares
This information is provided by RNS
The company news service from the London Stock Exchange
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