Costain Group PLC Changes to JV in Spain (7920R)
2015年7月1日 - 3:00PM
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RNS Number : 7920R
Costain Group PLC
01 July 2015
Costain Group Plc
("Costain" or "the Group")
Changes to Joint Venture in Spain
Costain, the engineering solutions provider, announces today
that, by mutual agreement with its joint venture partner,
Santander, the net assets held by the non-core Costain-Santander
joint venture in Spain are, subject to the fulfilment of certain
conditions, to be reorganised and split equally between the parties
(the "Reorganisation").
Upon completion of the Reorganisation, Santander will own the
two largest pieces of development land currently held by the joint
venture and will assume a portion of the outstanding debt of the
joint venture. Costain will own the operating assets of the golf
courses and the marina concession, and the associated smaller
parcels of land and will retain the balance of the outstanding
debt.
The Reorganisation includes set-off provisions such that the net
consideration payable by each of Costain and Santander will be zero
and upon completion each of Costain and Santander will hold net
assets representing 50% of the value of the joint venture. Costain
will own 100% of its share of the assets.
Following the completion of the Reorganisation, the Group's
non-core activities in Spain will comprise the operation of
leisure-based assets with a reduced exposure to land development.
The Reorganisation is not expected to have any significant impact
on the net assets or the reported earnings of the Group.
Completion of the Reorganisation is expected to take place by
the end of September and is conditional upon: (i) certain necessary
tax clearances in Spain; (ii) the registration of a complementary
public deed confirming the joint venture's ownership of certain
plots of real estate to be transferred to Santander; and (iii)
there being no material adverse change in the joint venture prior
to completion.
1 July 2015
Enquiries:
Costain Tel: 01628 842
444
Andrew Wyllie CBE, Chief Executive
Tony Bickerstaff, Finance Director
Catherine Warbrick, Investor
Relations Director
Graham Read, Communications
Director
Instinctif Partners Tel: 020 7457
2020
Mark Garraway
Helen Tarbet
James Gray
Notes
1. Costain currently equity accounts its investment in the joint
venture, recording one line in the income statement for its share
of the results of the joint venture and one line in the balance
sheet for the investment. Following completion of the
Reorganisation, Costain will record the individual income and
expenses and assets and liabilities of the restructured entity
including its share of the outstanding debt as detailed below.
2. At 31 December 2014 Costain held an investment in the joint
venture with a carrying value of GBP25.2 million.
3. Costain recorded a loss of GBP1.3 million on its investment
in the joint venture in the year ended 31 December 2014.
4. The full details of the Reorganisation are set out below.
Costain Alcaidesa Limited (a wholly owned subsidiary of Costain)
("Costain Alcaidesa") has entered into an agreement (the
"Agreement") to terminate its Spanish real estate joint venture
with Altamira Santander Real Estate, S.A. ("Altamira") which is
governed by a joint venture agreement between Costain Alcaidesa and
Altamira (the "JV Agreement").
The joint venture, operated through Alcaidesa Holding, S.A.
("Alcaidesa Holding") and its subsidiaries (the "JV"), is currently
owned 50% by Costain Alcaidesa and 50% by Altamira.
The Agreement provides for:
a. the termination of the JV Agreement;
b. Costain Alcaidesa to acquire Altamira's 50% stake in
Alcaidesa Holding for EUR37,333,196.61;
c. certain real estate assets owned by the JV to be transferred
to Altamira for EUR45,833,196.61; net of Altamira assuming
EUR8,500,000 of the debt which is currently owed by the JV to Banco
Santander. S.A.
d. the repayment by Costain Alcaidesa to Banco Santander S.A. of
the remaining debt of the JV amounting to EUR11,500,000 (such
repayment to be made from existing Group facilities.); and
e. a distribution of reserves by Alcaidesa Holding to Costain Alcaidesa
This information is provided by RNS
The company news service from the London Stock Exchange
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