Watts Blake Bearne - Recommended Cash Offers-Pt.2
February 05 1999 - 2:32AM
UK Regulatory
RNS No 1857w
WATTS BLAKE BEARNE & COMPANY PLC
5th February 1999
PART TWO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES, CANADA OR JAPAN
S.C.R.-SIBELCO S.A.
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UNCONDITIONAL RECOMMENDED CASH OFFERS FOR WATTS BLAKE BEARNE &
COMPANY PLC
Introduction
------------
The boards of Sibelco and Watts Blake Bearne announce that they
have agreed the terms of unconditional recommended cash offers, to
be made by Lazard Brothers on behalf of Sibelco or one of its
wholly owned subsidiaries, for the whole of the issued and to be
issued ordinary and preference share capital of Watts Blake Bearne
not already owned by Sibelco. The Ordinary Offer will be made at
500p for each Watts Blake Bearne Ordinary Share. The Preference
Offer will be made at 100p for each Watts Blake Bearne Preference
Share. Together, the Offers value the whole of Watts Blake
Bearne's issued share capital at approximately GBP105.4 million
and at approximately GBP108.1 million assuming the exercise of all
outstanding options under the Watts Blake Bearne Share Option
Schemes.
Sibelco currently owns 11,386,824 Watts Blake Bearne Ordinary
Shares, representing 54.1 per cent. of the issued ordinary share
capital of Watts Blake Bearne. It has two representatives on the
board of Watts Blake Bearne, Stanislas Emsens and Jacques Emsens.
Irrevocable undertakings
------------------------
Sibelco has received irrevocable undertakings to accept the
Ordinary Offer and the Preference Offer from the Independent
Directors of Watts Blake Bearne and certain members of their
families and related trusts, from certain employees and former
employees and their relatives and from certain institutional
shareholders of Watts Blake Bearne. These irrevocable
undertakings are in respect of a total of 5,384,435 Watts Blake
Bearne Ordinary Shares, representing approximately 25.6 per cent.
of Watts Blake Bearne's issued ordinary share capital, and a total
of 109,389 Watts Blake Bearne Preference Shares representing
approximately 74.9 per cent. of Watts Blake Bearne's issued
preference share capital.
Recommendation
--------------
The Independent Directors of Watts Blake Bearne, who have been so
advised by Dresdner Kleinwort Benson, consider the terms of the
Offers to be fair and reasonable. In providing advice to the
Independent Directors, Dresdner Kleinwort Benson has taken into
account the Independent Directors' commercial assessments.
The Independent Directors unanimously recommend Watts Blake Bearne
Shareholders to accept the Offers, as they and certain members of
their families and related trusts have irrevocably undertaken to
do in respect of their holdings of 1,623,908 Watts Blake Bearne
Ordinary Shares and 92,749 Watts Blake Bearne Preference Shares,
representing approximately 7.7 per cent. of Watts Blake Bearne's
issued ordinary share capital and 63.5 per cent. of Watts Blake
Bearne's issued preference share capital respectively.
The Ordinary Offer
------------------
On behalf of Sibelco or one of its wholly owned subsidiaries,
Lazard Brothers will offer to acquire, subject to certain further
terms set out below and in Appendix I, and to be set out in the
Offer Document and in the form of acceptance, all of the Watts
Blake Bearne Ordinary Shares not already owned by Sibelco on the
following basis:
for each Watts Blake Bearne Ordinary Share 500 pence in cash
The Ordinary Offer values the whole of the issued ordinary share
capital of Watts Blake Bearne at approximately GBP105.2 million
and values the Watts Blake Bearne Ordinary Shares subject to the
Ordinary Offer (being those not already owned by Sibelco) at
approximately GBP48.3 million.
The Ordinary Offer represents a premium of 30.7 per cent. to the
Closing Middle Market Price of 382.5 pence per Watts Blake Bearne
Ordinary Share on 15th January, 1999, the last business day prior
to the announcement by Watts Blake Bearne that it was in
discussions with Sibelco which may or may not lead to an offer by
Sibelco or one of its subsidiaries for the outstanding Watts Blake
Bearne Ordinary Shares not already owned by Sibelco at a price of
500 pence per Watts Blake Bearne Ordinary Share in cash.
The Preference Offer
--------------------
On behalf of Sibelco or one of its wholly owned subsidiaries,
Lazard Brothers will offer to acquire, subject to certain further
terms set out below and in Appendix I, and to be set out in the
Offer Document and in the form of acceptance, all of the Watts
Blake Bearne Preference Shares on the following basis:
for each Watts Blake Bearne Preference Share 100 pence in cash
The Preference Offer values the whole of the issued preference
share capital of Watts Blake Bearne at GBP146,100.
Further Details of the Offers
-----------------------------
The Watts Blake Bearne Shares which are the subject of the Offers
will be acquired by Sibelco or one of its wholly owned
subsidiaries fully paid up and free from all liens, charges,
equitable interests, encumbrances and any other third party rights
of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including, without limitation, the
right to receive and retain in full all dividends and other
distributions declared, made or paid on or after the date hereof.
Holders of Watts Blake Bearne Ordinary Shares will not therefore
be entitled to receive a final dividend in respect of the
financial year ended 31st December, 1998.
Watts Blake Bearne Share Option Schemes
---------------------------------------
The Offers will extend to all existing issued Watts Blake Bearne
Shares not already owned by Sibelco and to any Watts Blake Bearne
Shares which are unconditionally allotted or issued prior to the
date on which the Offers close (or such earlier date as the
Offeror may, subject to the City Code, decide) including Watts
Blake Bearne Ordinary Shares issued pursuant to the exercise of
share options granted under the Watts Blake Bearne Share Option
Schemes or otherwise.
To the extent that such options are not exercised, appropriate
proposals will be made, in due course, to holders of options under
the Watts Blake Bearne Share Option Schemes.
Background to and reasons for the Offers
----------------------------------------
Sibelco has had an investment in Watts Blake Bearne since 1989.
In 1993, following the acquisition of a significant shareholding
in Watts Blake Bearne from a third party which took Sibelco's
shareholding in Watts Blake Bearne to more than 30 per cent. of
Watts Blake Bearne's issued ordinary share capital, Sibelco
announced a mandatory offer at 420 pence per Watts Blake Bearne
Ordinary Share for the whole of Watts Blake Bearne's ordinary
share capital not already owned by Sibelco. Although the offer
lapsed, Sibelco acquired further Watts Blake Bearne Ordinary
Shares during the offer period as a result of which it increased
its shareholding in Watts Blake Bearne to 46.8 per cent. After
the mandatory offer lapsed Sibelco acquired further Watts Blake
Bearne Ordinary Shares through market purchases and in June, 1997,
Sibelco notified Watts Blake Bearne that it owned more than 50 per
cent. of the issued ordinary share capital of Watts Blake Bearne.
Sibelco has subsequently increased its shareholding in Watts Blake
Bearne to 54.1 per cent. through further market purchases.
As an international producer of sand and other industrial
minerals, Sibelco has seen its investment in Watts Blake Bearne as
a logical development of its business and expertise. Sibelco
believes that the combination of Watts Blake Bearne and Sibelco
makes sound industrial logic and will provide opportunities to
improve the performance of Watts Blake Bearne's business as well
as the resources to support the continuing development of Watts
Blake Bearne's activities.
Following completion of the Offers, Sibelco intends that Watts
Blake Bearne should continue to pursue its strategy for
international growth by concentrating on its core business of the
production of clays and ceramic bodies for the ceramic industries,
through focussed geographic expansion, by investment in technology
and innovation and through the development of its workforce.
Information on Sibelco
----------------------
Sibelco is a privately owned Belgian company. The Sibelco Group
is a leading producer of glass grade sand in Continental Europe,
the Americas and Asia as well as an international supplier of
certain other industrial minerals. In the year ended 31st
December, 1997 Sibelco reported, on a consolidated basis, turnover
of BEF 41.4 billion with profit before tax and before
extraordinary items of BEF 6.1 billion. At that date, it had
consolidated net assets of BEF 26.5 billion.
Information on Watts Blake Bearne
---------------------------------
Watts Blake Bearne is the holding company of an international
group engaged in the extraction, processing and marketing of ball
clays, china clays and prepared ceramic bodies to the ceramics and
other industries world-wide.
In the year to 31st December, 1997 Watts Blake Bearne reported
turnover of GBP98.7 million with profit before tax of GBP11.6
million. At that date Watts Blake Bearne had consolidated net
assets of GBP75.2 million.
For the six months ended 30th June, 1998 Watts Blake Bearne
reported turnover of GBP50.4 million with profit before tax of
GBP4.6 million. At that date Watts Blake Bearne had consolidated
net assets of GBP76.2 million.
Management and Employees
------------------------
The Offers represent a significant further investment by Sibelco
and demonstrate the Sibelco Group's full confidence in the
managers and employees of the Watts Blake Bearne Group. Sibelco
has given assurances to the Independent Directors that it is its
intention that the existing board will remain in place and will
continue to manage Watts Blake Bearne.
Furthermore, the board of Sibelco has confirmed that the existing
employment rights, including pension rights, of all directors and
employees of Watts Blake Bearne will be fully safeguarded.
General
-------
Definitions used in this press announcement are set out in
Appendix II.
Offer Document
--------------
Lazard Brothers, which is acting as financial adviser to Sibelco,
will despatch the formal offer documentation to Watts Blake Bearne
Shareholders and participants in the Watts Blake Bearne Share
Option Schemes as soon as practicable and in any event within 28
days after the date of this announcement.
Press Enquiries
Lazard Brothers & Co., Limited 0171 588 2721
------------------------------
John Dear
Etienne Bottari
Watts Blake Bearne
------------------
Michael Beckett 0171 379 1000
Graham Lawson 01626 332 345
Dresdner Kleinwort Benson 0171 623 8000
-------------------------
Rosalind Hedley-Miller
Lazard Brothers, which is regulated in the United Kingdom by the
Securities and Futures Authority Limited, is acting for Sibelco
and for no one else in connection with the Offers and will not be
responsible to anyone other than
Sibelco for providing the protections afforded to customers of
Lazard Brothers nor for giving advice in relation to the Offers.
Dresdner Kleinwort Benson, which is regulated in the United
Kingdom by the Securities and Futures Authority Limited, is acting
for Watts Blake Bearne and for no one else in connection with the
Offers and will not be responsible to anyone other than Watts
Blake Bearne for providing the protections afforded to customers
of Dresdner Kleinwort Benson nor for giving advice in relation to
the Offers.
APPENDIX I
FURTHER TERMS OF THE OFFERS
---------------------------
1. The Offers, which will be made by Lazard Brothers on
behalf of Sibelco or one of its wholly owned
subsidiaries, will comply with all applicable Rules and
Regulations of the London Stock Exchange and the City
Code and will be governed by English law and be subject
to the jurisdiction of the Courts of England and to the
terms set out below and as set out in the Offer Document
and accompanying forms of acceptance.
2. The Ordinary Offer and the Preference Offer will be
unconditional.
3. The Offers will lapse if the acquisition by Sibelco or
one of its wholly owned subsidiaries of the Watts Blake
Bearne Shares not already owned by Sibelco is referred
to the Monopolies and Mergers Commission before 3.00
p.m. on the first closing date of the Offers. If the
Offers so lapse the Offers will cease to be capable of
further acceptance and accepting Watts Blake Bearne
Shareholders and the Offeror will cease to be bound by
forms of acceptance submitted before the time when the
Offers lapse.
4. The Ordinary Offer will extend to all Watts Blake Bearne
Ordinary Shares and the Preference Offer will extend to
all Watts Blake Bearne Preference Shares unconditionally
allotted or issued on the date of which the Offers are
made and any further Watts Blake Bearne Ordinary Shares
or Watts Blake Bearne Preference Shares unconditionally
allotted or issued while the relevant Offer remains open
for acceptance (or such earlier date or dates, subject
to the City Code, as the Offeror may decide).
5. The Offers will not be made, directly or indirectly, in
or into, or by the use of the mails or any means of
instrumentality (including without limitation,
telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national
securities exchange of, the US, Canada or Japan. The
Offers will not be capable of acceptance by any such
use, means, instrumentality or facility or from within
the US, Canada or Japan. Doing so may render invalid
any purported acceptance. Accordingly, copies of this
announcement are not being, and must not be, mailed or
otherwise forwarded, distributed or sent in or into or
from the US, Canada or Japan and all persons receiving
this announcement (including nominees, trustees or
custodians) must not mail or otherwise forward,
distribute or send it into the US, Canada or Japan. The
availability of the Offers to Watts Blake Bearne
Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant
jurisdictions. Watts Blake Bearne Shareholders who are
not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
APPENDIX II
DEFINITIONS
-----------
The following definitions apply throughout this announcement
unless the context requires otherwise:
'City Code' The City Code on Takeovers and
Mergers
'Closing Middle Market Price' The closing middle market price as
derived from the Daily Official List
of the London Stock Exchange
'Dresdner Kleinwort Benson' Kleinwort Benson Limited
'Independent Directors' The directors of Watts Blake Bearne
other than the Sibelco
Representatives
'Lazard Brothers' Lazard Brothers & Co., Limited
'London Stock Exchange' London Stock Exchange Limited
'Offeror' Sibelco or one of its wholly owned
subsidiaries
'Offers' The Ordinary Offer and the
Preference Offer
'Ordinary Offer' The unconditional recommended cash
offer to be made by Lazard Brothers
on behalf of Sibelco or one of its
wholly owned subsidiaries to acquire
all of the issued and to be issued
Watts Blake Bearne Ordinary Shares
not already owned by Sibelco,
including where the context permits,
any subsequent revision, variation,
extension or renewal of such
ordinary offer
'Panel' The Panel on Takeovers and Mergers
'Preference Offer' The unconditional recommended cash
offer to be made by Lazard Brothers
on behalf of Sibelco or one of its
wholly owned subsidiaries to acquire
all of the issued and to be issued
Watts Blake Bearne Preference
Shares, including where the context
permits, any subsequent revision,
variation, extension or renewal of
such preference offer
'Sibelco' S.C.R.-Sibelco S.A.
'Sibelco Group' Sibelco and its subsidiary and
associated undertakings and, where
the context permits, each of them
'Sibelco Representatives' The representatives of Sibelco on
the board of directors of Watts
Blake Bearne, Stanislas Emsens and
Jacques Emsens
'United States' or 'US' United States of America, its
territories and possessions and the
District of Columbia and all other
areas subject to its jurisdiction
'Watts Blake Bearne' Watts Blake Bearne & Company PLC
'Watts Blake Bearne Group' Watts Blake Bearne and its
subsidiary and associated
undertakings and, where the context
permits, each of them
'Watts Blake Bearne Ordinary shares of 25 pence each in Watts
Ordinary Shares' Blake Bearne
'Watts Blake Bearne 4.2 per cent. cumulative preference shares
Preference Shares' of 100 pence each in Watts Blake
Bearne
'Watts Blake Bearne Shares' Watts Blake Bearne Ordinary Shares
and Watts Blake Bearne Preference
Shares
'Watts Blake Bearne Holders of the Watts Blake Bearne Shares
Shareholders'
'Watts Blake Bearne The Watts Blake Bearne 1973 Share Option
Share Option Schemes' Scheme, the Watts Blake Bearne Share
Acquisition Scheme, the Watts Blake
Bearne Save As You Earn Share Option
Scheme, the Watts Blake Bearne 1985
Executive Scheme and the Watts Blake
Bearne 1995 Executive Scheme
END
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