ReMerger withMentmore-Summary

MENTMORE ABBEY PLC 27 July 1999 SUMMARY Not for release, publication or distribution in or into the United States, Canada, Australia or Japan Proposed Merger between Mentmore Abbey plc & Birkby PLC Summary * The Boards of Mentmore Abbey and Birkby today announce that they have reached agreement on the terms of a Merger between the two companies. The Merger will be effected by means of a recommended Offer, to be made by Singer & Friedlander on behalf of Mentmore Abbey for the Birkby Share Capital. * The Merger terms will be 1.7228 New Mentmore Abbey Shares and 92 pence in cash for each Birkby Share and there will be a Mix and Match Election available to Birkby Shareholders who accept the Offer. * The combination of the two businesses will create a substantial space management business providing a broad range of flexible outsourcing services to over 11,000 domestic and corporate customers. In their preliminary results for the years ended 30 April 1999 and 31 March 1999, respectively announced today, Mentmore Abbey and Birkby generated EBITDA of £9.5 million and £17.8 million respectively and profits before tax and exceptionals of £6.8 million and £13.2 million respectively. * Nick Smith, the current Chairman of Mentmore Abbey will become Chairman of the Merged Group and Kim Taylor-Smith, the current Chief Executive of Birkby, will be its Chief Executive. Further details of the Board of the Merged Group are set out in section 8. * Based on Mentmore Abbey's Closing Price of 130.5 pence on 26 July 1999, the last dealing day prior to this announcement, and on the basis of the terms of the Merger, the Merged Group would have a market capitalisation of £226 million. * The Merger values the Birkby Share Capital at approximately £160 million and each Birkby Share at 317 pence (based on the Closing Price of 130.5 pence per Mentmore Abbey Share on 26 July 1999). * The Merger represents a premium of 28.5 per cent. over the Closing Price of 246.5 pence per Birkby Share on 23 June 1999, the last dealing day prior to the announcement that Mentmore Abbey and Birkby were in merger talks, and a discount of 0.7 per cent. to the Closing Price of 319 pence per Birkby Share on 26 July 1999, the last dealing day prior to this announcement. * Mentmore Abbey has received irrevocable undertakings from the directors of Birkby, and certain other Birkby Shareholders to accept the Offer in respect of 17,834,654 Birkby Shares representing approximately 36.5 per cent. of Birkby's existing issued share capital. Of these 12.3 per cent. will cease to be binding if an offer is made by a third party which is in excess of 110 per cent. of the price offered by Mentmore Abbey and 24.2 per cent. will cease to be binding or acceptances pursuant to them will be capable of being withdrawn if any higher offer is made by a third party for the Birkby Share Capital. The Merger terms have been recommended unanimously by the Board of Birkby. Commenting on the Merger, Nick Smith, Chairman of Mentmore Abbey, said today: 'Today's Merger will combine two of the UK's leading, publicly quoted space management businesses and advances Mentmore Abbey's strategy of developing a substantial support services group. The Merged Group will provide a broad range of outsourcing services to customers throughout the UK and increasingly in Continental Europe and will seek to maximise cash generation and shareholder returns. The Merged Group's balance sheet, strong cash flow and combined management expertise provide an excellent base from which it can further expand its services and geographical presence.' Kim Taylor-Smith, Chief Executive of Birkby said: 'This Merger recognises the underlying value of Birkby and allows both sets of shareholders to participate in the benefits and opportunities that the combination of these two complementary businesses should provide. Our two companies have a natural synergy of concepts: selected Birkby workspace centres lend themselves readily to the storage concept, providing the potential to increase income, particularly where there is under utilised space. The broader range of services offered by the Merged Group will increase the range of properties appropriate for acquisition and will provide the opportunity to accelerate the rate of acquisition.' Press enquiries: Mentmore Abbey Nick Smith 0171 720 5067 Singer & Friedlander Ian Dighe 0171 623 3000 Greg Aldridge Collins Stewart Leigh Collins 0171 523 5000 Birkby Kim Taylor-Smith 0121 778 2233 Bill Cran 01484 545151 Dresdner Kleinwort Benson Ben Thorne 0171 623 8000 Buchanan Communications Charles Ryland 0171 466 5000 This summary should be read in conjunction with the full text of the announcement attached. FULL DETAILS TO FOLLOW OFFNFAXKALLNEAN
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