Offer for Brockhampton - Pt 1
2001年10月24日 - 4:00PM
RNSを含む英国規制内ニュース (英語)
RNS Number:0536M
South Downs Limited
24 October 2001
South Downs Limited
Offer for Brockhampton - pt1
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA OR
JAPAN
FOR IMMEDIATE RELEASE 24 October 2001
BROCKHAMPTON HOLDINGS plc
Part One
Recommended Cash Offers by South Downs Limited for
Brockhampton Holdings plc
The Independent Directors of Brockhampton and the board of
South Downs announce the terms of recommended cash offers,
to be made by Rothschild on behalf of South Downs, to
acquire the entire issued and to be issued share capital of
Brockhampton.
The Offers, which will be unanimously recommended by the
Independent Directors of Brockhampton:
* value each Brockhampton Ordinary Share and Brockhampton
"A" Share at 319 pence in cash and 128 pence in cash,
respectively;
* value the entire issued share capital of Brockhampton
at approximately #70.8 million, and represent an enterprise
value of #76.9 million based on net debt of #6.1 million at
31 March 2001;
* represent premia of approximately 25.1 per cent. to the
Closing Price of 255.0 pence per Brockhampton Ordinary Share
and 23.7 per cent. to the Closing Price of 103.5 pence per
Brockhampton "A" Share on 23 October 2001, the day prior to
this announcement;
* represent a premium of 9.9 per cent. to Brockhampton's
Underlying Regulated Capital Value as at 31 March 2001 of
#70 million; and
* allow Brockhampton Shareholders (other than certain
overseas Brockhampton Shareholders) to elect to receive a
Loan Note Alternative instead of some or all of the cash
under the terms of the Offers.
South Downs has received irrevocable undertakings to accept
the Offers in respect of 3,668,976 Brockhampton Ordinary
Shares and 23,074,374 Brockhampton "A" Shares, representing
approximately 86.0 per cent. and 51.6 per cent. of the
issued ordinary voting share capital and "A" ordinary non-
voting share capital, respectively, of Brockhampton.
South Downs is a newly-formed company established for the
purpose of making the Offers. South Downs has not traded or
entered into any material obligation other than in
connection with the Offers and their financing.
The entire issued share capital of South Downs is owned by
South Downs Capital. Following the Offers becoming or being
declared unconditional in all respects, the ordinary share
capital of South Downs Capital will be owned as to 15 per
cent. by Management, 40 per cent. by The South Downs
Employee Benefit Trust and 45 per cent. by Drummond Capital,
through RBIL, both wholly-owned indirect subsidiaries of The
Royal Bank of Scotland Group plc.
It is intended that, subject to certain performance criteria
being achieved, Drummond Capital's interest, which will
attract a dividend, will be redeemed over a period of years,
and that the equity interests in South Downs Capital held by
Management and The South Downs Employee Benefit Trust will
be increased as a result.
The shares held by Management and The South Downs Employee
Benefit Trust will not attract any dividends until Drummond
Capital's interest has been redeemed in full and in any
event not until 2008, but will benefit from any inherent
gains as Drummond Capital's interest is redeemed.
Mr Rory Cullinan, Chairman of Drummond Capital, is Non-
Executive Chairman of South Downs Capital and South Downs.
Mr Nicholas Roadnight and Mr Neville Smith, currently
Managing Director and Finance Director, respectively, of
Brockhampton will hold the same positions in South Downs
Capital and South Downs.
Subsequent to the Offers becoming or being declared wholly
unconditional, South Downs intends to optimise the capital
structure of Brockhampton, which is likely to involve
raising finance from debt capital markets.
RBS and Brockhampton have entered into an inducement fee
arrangement, details of which are set out in Part Two of
this announcement.
The Independent Directors of Brockhampton, who have been so
advised by Close Brothers, consider the terms of the Offers
to be fair and reasonable and have unanimously agreed to
recommend Brockhampton Shareholders to accept the Offers, as
they have irrevocably undertaken to do in respect of their
own beneficial shareholdings. In providing advice to the
Independent Directors, Close Brothers has taken into account
the commercial assessments of the Independent Directors.
Commenting on the announcement, Rory Cullinan, Chairman of
Drummond Capital, said:
"We are delighted that the Independent Directors of
Brockhampton have agreed to recommend South Downs' Offers
and that the major Brockhampton Shareholders have shown
their support by giving irrevocable undertakings. South
Downs is committed to continuing the high standards and
quality of service to its water supply customers at the same
time as giving greater stability and sustainability to the
shareholder structure."
Martin Copp, Independent Director of Brockhampton, added:
"Brockhampton's ability to create shareholder value has been
limited by the constraints of operating in a regulated
industry and by reduced investor interest in small quoted
companies. These Offers, which are at a premium to
Underlying Regulated Capital Value, represent good value for
shareholders and will allow the company to access lower cost
capital, leaving it well placed to continue developing for
the benefit of its employees and customers whilst meeting
its regulatory requirements."
Expressions used in this summary are defined in the attached
announcement.
This summary should be read in conjunction with the full
text of the attached announcement.
Enquiries
South Downs:
Rory Cullinan Tel: 020 7360 4900
Nicholas Roadnight Tel: 020 7360 4900
Rothschild:
Richard Noble Tel: 020 7280 5000
Ed Welsh Tel: 020 7280 5000
Brockhampton:
Martin Copp Tel: 01425 474 241
Close Brothers:
Peter Alcaraz Tel: 020 7655 3100
David Bezem Tel: 020 7655 3100
Smithfield Financial:
John Antcliffe Tel: 020 7360 4900
Rothschild, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting
exclusively for RBS and South Downs and no one else in
connection with the Offers and will not be responsible to
anyone other than RBS and South Downs for providing the
protections afforded to its customers or for providing
advice in relation to the Offers.
Close Brothers, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, is acting
exclusively for Brockhampton and no one else in connection
with the Offers and will not be responsible to anyone other
than Brockhampton for providing the protections afforded to
its customers or for providing advice in relation to the
Offers.
The Offers (including the Loan Note Alternative) are not
being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including,
without limitation, facsimile or electronic transmission,
telex and telephone) of interstate or foreign commerce, or
of any facility of a national securities exchange of, the
USA, Canada, Australia or Japan and the Offers cannot be
accepted by any such use, means, instrumentality or facility
or from within the USA, Canada, Australia or Japan.
The Loan Notes have not been, and will not be, registered
under the Securities Act nor under the securities laws of
any state of the USA nor the applicable securities laws of
Canada, Australia or Japan. The Loan Notes may not be
offered, sold or delivered (directly or indirectly) in or
into the USA, Canada, Australia or Japan.
MORE TO FOLLOW
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