Brand-Rex Cable Businesses to be Sold for £145m

BICC PLC 6 March 2000 BICC TO SELL BRAND-REX CABLE BUSINESSES FOR £145 MILLION CASH BICC, the international engineering, construction and services group, announces today that it has agreed to sell its datacommunication and speciality cable businesses, Brand-Rex, to Caradon plc. The total cash consideration is £145 million based on net assets as at 31 December 1999 of £64 million. Circulars will shortly be posted to shareholders convening extraordinary general meetings, at which approval will be sought for the disposal, for changing the name of the Company to Balfour Beatty plc and to repurchase ordinary and convertible preference shares. The Brand-Rex businesses manufacture and supply datacommunications cable systems, comprising cables, components and accessories for local area networks, and speciality cable for niche markets principally in the transportation sector. For the financial year ended 31 December 1999, the Brand-Rex businesses had sales of £135 million and pre-exceptional operating profits of £9.2 million. The Board believes that the Brand-Rex businesses have a greater value to Caradon than as part of the BICC Group and has concluded that it is in the best interests of shareholders to realise this additional strategic value through the disposal. The net cash proceeds received on completion of approximately £137 million, after expenses, will initially be held on deposit and will in due course be used in two ways. Firstly, a number of potential acquisitions and investments have been identified which would strengthen the Group's position in its chosen growth areas, particularly in rail and privately financed projects. Discussions are currently ongoing in relation to potential transactions in both North America and continental Europe. A substantial proportion of the net proceeds of the disposal are expected to be deployed in this way. Secondly, it is intended that, subject to market conditions and future circumstances, not less than £40 million will be utilised in buying back ordinary and convertible preference shares. Authority to purchase shares will be sought at an extraordinary general meeting and at a separate class meeting of convertible preference shareholders. In exercising such authority, the Group would ensure that the interests of both ordinary and convertible preference shareholders are equitably addressed. BICC Chief Executive, Mike Welton, commenting today, said: 'Following the radical restructuring of the Group in 1999, our activities have become largely focused on the engineering, construction and services activities of Balfour Beatty. 'Our priorities for 2000 are to further refine the business mix, invest in our growth businesses and to continue managing the improvement and development strategies in each of our four principal business streams. 'We believe that the disposal of Brand-Rex at a strategic value and the proposed use of the proceeds will over time significantly increase shareholder value.' Following the disposal and proposed change of name, Balfour Beatty will concentrate on four main activities: Building, Building Management and Services; Civil and Specialist Engineering and Services; Rail Engineering and Services; and Investments and Developments such as PFI and similar projects. The Board believes that each of these sectors offers good opportunities for sustained growth. Their prospects will be reviewed in more detail in the announcement to be made this Wednesday, 8 March, in respect of the Group's preliminary results for 1999. _________________________________________ For further information, please contact: BICC plc Lord Weir, Chairman 020 7629 6622 Mike Welton, Chief Executive Ian Tyler, Finance Director Tim Sharp, Head of Corporate Communications www.bicc.com Schroders James Bardrick 020 7658 6000 Jan Skarbek FURTHER INFORMATION AND NOTES TO EDITORS Background to and reasons for the proposed disposal During the course of 1999, BICC was radically refocused through the disposal of its Telecommunication Cable businesses and Energy Cable businesses. Following these disposals, BICC's activities have been dominated by Balfour Beatty, a leading international engineering, construction and services group. BICC was reclassified by the London Stock Exchange Limited in the Construction Sector and has announced its intention to change its name to Balfour Beatty plc. In these circumstances, the Board concluded that the Brand-Rex businesses may have greater value to third parties than as part of the BICC Group and that it was, therefore, in the interests of shareholders to realise this strategic value through the proposed disposal. Financial effects of the proposed disposal The book value of assets to be sold on a debt and cash free basis was £64 million as at 31 December 1999. The gain on disposal after transaction costs, but before writeback of goodwill and tax, is £73 million. Goodwill previously written off to reserves of £53 million will be charged through the profit and loss account and accordingly the Board anticipates that the disposal will result in an exceptional profit of approximately £20 million and an increase in shareholders' funds of £73 million. The disposal is not expected to result in a significant tax charge. Information on the Brand-Rex businesses The Brand-Rex businesses manufacture and supply datacommunication cable systems, comprising copper and optical cables, components and accessories for local area networks and speciality cables for niche markets, including automotive, mass transit, telecommunications and aerospace. The Brand-Rex businesses are headquartered in Glenrothes near Edinburgh in Scotland and employ approximately 1,240 people worldwide. They have manufacturing facilities in the UK and the Philippines and an international network of sales offices and distributors servicing Europe, Australia, Asia- Pacific, Latin America and the Middle East. In the financial year ended 31 December 1999, the Brand-Rex businesses achieved turnover of £135.2 million (1998: £125.5 million) and pre- exceptional operating profits of £9.2 million (1998: £7.7 million) after non- recurring costs of £1.5 million in 1999. As at 31 December 1999, the Brand- Rex businesses had net assets of £48 million. Information on Balfour Beatty plc Following the disposal and the proposed change of name, Balfour Beatty plc will be focused on four divisions: Building, Building Management and Services Balfour Beatty is an international specialist in the design, construction, equipping, maintaining and management of buildings and selected aspects of their internal environment. Civil and Specialist Engineering and Services Balfour Beatty is a leading provider of civil and other specialist engineering, design and management skills, principally in the transport and energy sectors of the international infrastructure market, and including the United States. Rail Engineering and Services Balfour Beatty is an international leader in the design, construction, equipping, maintenance and management of rail assets and systems. Investments and Developments Balfour Beatty promotes and invests in privately funded infrastructure projects and developments in selected sectors in the UK and overseas. J. Henry Schroder & Co. Limited, which is regulated by The Securities and Futures Authority Limited, is acting for BICC and for no one else in relation to the proposed disposal and will not be responsible to anyone other than BICC for providing the protections afforded to its customers or for giving advice in relation to the proposed disposal.
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