Acquisition
Stobart Group Limited
10 March 2008
Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, the Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction
Stobart Group Limited ('Stobart'or the 'Company')
Proposed acquisitions of the Irlam Group and WA Developments
Placing and Open Offer
Stobart Group, a leading provider of multimodal transport and logistics
solutions, has today announced the proposed acquisitions of the Irlam Group and
WA Developments, an option agreement for the acquisition of the entire issued
share capital of Carlisle Airport and a placing and open offer of new Ordinary
Shares.
HIGHLIGHTS
• Proposed acquisition of the entire issued share capital of the Irlam Group,
a substantial road transport and logistics business, for a total
consideration of £59.9 million (£36.2 million in cash, £10.0 million in
shares and £13.7 million in Loan Notes). David Irlam will join the Stobart
Group Board.
• Proposed acquisition of WA Developments, a transport infrastructure
engineering specialist, for a total consideration of £10.0 million in cash.
• Option agreement for the acquisition of Carlisle Airport, a company that
owns a strategic site on which Stobart proposes to develop a new logistics
centre.
• Proposed Placing and Open Offer to raise £75.0 million (approximately £70.0
million after expenses) via a placing and open offer of 57,675,188 new
Ordinary Shares at 130p per share.
• The acquisitions of Irlam and WA Developments are expected to enhance
earnings in the first full year following Completion
• The proceeds from the Placing and Open Offer will be used to finance, inter
alia, the cash and loan note elements of the consideration for the
Acquisitions.
A prospectus setting out further details of the Proposals and convening an EGM
and Class Meetings is being posted to shareholders today.
Rodney Baker-Bates, Chairman of Stobart Group Limited, commented:
'These proposals represent another step towards establishing Stobart as the UK's
leading multimodal transport and logistics provider. James Irlam & Sons is a
company with a strong track record for solid delivery and first class customer
service with an operating ethos very similar to that of Eddie Stobart. The Board
is pleased to welcome David Irlam as Executive Director and is confident that
his experience will be valuable in helping the company deliver sustainable
growth.'
There will be a briefing for analysts at Lanson's office, 24a St John Street,
London, EC1M 4AY at 2pm today. If you wish to attend this briefing, please
contact Kim Atkins on 020 7566 9728.
For further information, contact:
Stobart Group 01925 605 400
Andrew Tinkler, Chief Executive Officer
Ben Whawell, Chief Financial Officer
Cenkos Securities 020 7397 8921
Ian Soanes
Adrian Hargrave
Lansons Communications 020 7490 8828
Tony Langham 07979 692287
Charlie Field 07884 001148
Karen Mignon 07766 651327
Cenkos Securities plc, which is authorised and regulated by the Financial
Services Authority, is acting for Stobart Group Limited and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Stobart Group Limited for providing the
protections afforded to its customers or for providing advice to any other
person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto.
The information contained herein is not for publication or distribution in or
into the United States of America. These materials are not an offer of
securities for sale in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of 1933
(the 'Act'), as amended, and may not be offered or sold in the United States
absent registration under the Act or an available exemption from registration.
No public offering of the securities referred to herein will be made in the
United States.
The information contained in this announcement is not for publication or
distribution to persons in Australia, Canada, Japan or the Republic of South
Africa. The shares referred to herein may not, directly or indirectly, be
offered, sold, taken up or delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities plc undertakes any obligation to update or revise any forward looking
statements, whether as a result of new information, future events or otherwise.
You should not place undue reliance on forward looking statements, which speak
only as of the date of this announcement.
Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, the Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction
Stobart Group Limited ('Stobart'or the 'Company')
Proposed acquisitions of the Irlam Group and WA Developments
Placing and Open Offer
Introduction
Stobart is pleased to announce the proposed acquisition of the Irlam Group, a
substantial road transport logistics business, along with two smaller
transactions and an equity fundraising to finance, inter alia, the cash and loan
note elements of the consideration for the Acquisitions.
Stobart has entered into a conditional agreement to acquire the entire issued
share capital of Irlam and the business and assets of Irlam Storage LLP for an
aggregate consideration of £59.9 million. The Irlam Sellers will receive £36.2
million in cash, £10.0 million in new Ordinary Shares and £13.7 million in Loan
Notes.
The Company has entered into an option agreement for the acquisition of the
entire issued share capital of Carlisle Airport, a company that owns a strategic
site covering 460 acres of development land in Carlisle where Stobart proposes
to develop a new logistics centre. The Company has also entered into a
conditional agreement to acquire WA Developments, a transport infrastructure
engineering specialist, for consideration of £10.0 million to be satisfied in
cash on Completion.
The Company also proposes to raise approximately £75.0 million before expenses
by means of a placing and open offer of 57,675,188 new Ordinary Shares at 130p
per share. The net proceeds of the Placing and Open Offer of approximately £70.0
million will be used to finance, inter alia, the cash and loan note elements of
the consideration for the Acquisitions. The Placing and Open Offer is
conditional, inter alia, upon the approval of Shareholders at the EGM and on
completion of the Irlam Acquisition.
Owing to the size and value of Irlam in relation to Stobart the Irlam
Acquisition is a Class 1 transaction for the purposes of the Listing Rules and,
as such, is conditional upon, inter alia, the approval of Shareholders at the
EGM. The Irlam Acquisition is also conditional on completion of the Placing and
Open Offer.
WA Developments is owned by Andrew Tinkler and William Stobart, Chief Executive
Officer and Chief Operating Officer respectively of Eddie Stobart. For this
reason, the WA Developments Acquisition is a related party transaction for the
purposes of the Listing Rules and, as such, is conditional upon, inter alia, the
approval of Shareholders at the EGM. The WA Developments Acquisition is also
conditional on completion of the Placing and Open Offer.
Background to and reasons for the Proposals
The Irlam Group is a long-established business operating in the same market as
Stobart and is well-known to the Company. The Irlam Acquisition will bring new
customers to the Group and strengthen the relationship with some existing
customers. It will also bring a strong operational team of managers with a
proven record with whom Eddie Stobart has a long-standing working relationship.
The Irlam Group is a competitor of Eddie Stobart but also has a trading
relationship with Eddie Stobart as a subcontractor for certain Stobart
contracts.
At present Eddie Stobart operates from six sites around Carlisle in the North
West of England. Eddie Stobart intends to consolidate these operations onto a
single, purpose-built site and plans have been created for a new logistics
centre on the site of Carlisle airport which is owned by Carlisle Airport, the
ultimate parent company of which is WAD Holdings, a company owned and controlled
by Andrew Tinkler and William Stobart. The Current Directors consider that
ownership of the freehold to the development site would give the Company the
opportunity to develop the new logistics centre to their own specification and
potentially to develop aviation activities, including air freight, from the site
in the future. They consider that there could be significant commercial
advantages to owning the site as opposed to entering into a lease with its
present owner and they have therefore entered into the Carlisle Airport Option
Agreement, pursuant to which Stobart has the right to acquire Carlisle Airport
on or before 4 July 2008 on the terms set out below. Prior to this date the
Company will undertake feasibility and value studies on Carlisle Airport. Upon
conclusion of these studies the Board will decide whether exercising the
Carlisle Airport Option is in the best interests of the Company. Exercise of the
Carlisle Airport Option is conditional upon the consent of Cenkos, the Company's
sponsor in relation to the Proposals. A final decision on whether to exercise
the Carlisle Airport Option will be taken after consultation with Cenkos and
will be announced via a regulatory information service.
The merger between Westbury and the Eddie Stobart Group presented the Group's
management team with the opportunity to create a multi-modal logistics group. In
order to capitalise on that opportunity the Group requires additional skills and
resources. Since the merger, WA Developments, a company owned by Andrew Tinkler
and William Stobart has provided significant support in the development of the
Group's plans for its port operations at Weston Point, Runcorn. The Current
Directors consider it important to bring in-house the skills required for the
continued development of the Group and it has therefore agreed terms for the
acquisition of WA Developments.
The Placing is being used, inter alia, to finance the cash consideration for the
Acquisitions. The proceeds from the Placing will also be used by the Company to
provide further funding for Plantation Place.
Extraordinary General Meeting
A notice convening an EGM is being posted to shareholders today. At the EGM, the
following resolutions will be proposed:
(a) an ordinary resolution to approve the increase in authorised share capital
of the Company;
(b) an ordinary resolution to approve the acquisition by the Company of both the
entire issued share capital of Irlam and the business and assets of Irlam
Storage LLP;
(c) an ordinary resolution to approve the acquisition by the Company of the
entire issued share capital of WA Developments; and
(d) a special resolution to amend the Articles of Association.
Resolution (d) proposes the adoption of certain amendments to the Company's
Articles of Association. The changes are proposed by the Board primarily to
reflect the Company's recent change to UK-resident tax status and alterations to
the composition of the Board. Notices convening two Class Meetings have also
been posted to Shareholders today. The purpose of each of these meetings is to
propose extraordinary resolutions of the holders of each class of Ordinary
Shares and Income Shares in general meeting to approve the amendments to the
Articles of Association as proposed in Resolution 4 of the notice of EGM.
Information on the Irlam Group
Information on the Irlam Group
The Irlam Group, consisting of Irlam and Irlam Storage LLP, is one of the
largest independently-owned road transport logistics businesses in the UK. James
Irlam, the father of current shareholders David, Michael and Stewart Irlam,
founded Irlam in 1964 and developed the business mainly by transporting milk
churns to Manchester dairies and returning with supplies for local farms.
The Irlam business was expanded in the 1980s, starting with investment in new
trucks and the company won its first major contract in 1986. The Irlam Group now
operates logistics services (including transport), over 600,000 square feet of
warehousing and contract packing and a national ambient distribution service for
a blue chip customer base, primarily from the fast moving consumer goods sector.
Irlam, the main trading company of the group, currently operates 263 trucks, 633
trailers and employs 674 staff. Customers of Irlam include Proctor & Gamble,
Coca Cola, Britvic, Danone Waters, Tesco and Johnson & Johnson. Irlam Storage
LLP owns warehousing space and the Stoke and Chelford sites from where Irlam
principally operates.
The Irlam Group's head office is located in Chelford, Cheshire. This site also
includes vehicle maintenance bays, transport and warehousing facilities. A
further four acres of mixed commercial, brown field and green belt land are
attached to the site. The main operating centre is based in Stoke and includes
customer services, the maintenance department, maintenance bays and vehicle wash
facilities. There is a further facility at Normanton, West Yorkshire, with
offices, transport and maintenance facilities and other leased and licensed
facilities in Essex, Melton Mowbray, Lutterworth, and a number of customer sites
including Trafford Park, Warrington, Skelmersdale and Elton.
Irlam has enjoyed strong and consistent growth since David Irlam joined the
business and it won the Motor Transport Haulier of the Year Award in 2001
reflecting a clear commitment to professionalism and customer care. It has
positioned itself to be a leader in the transport of ambient goods for the
consumer goods industry.
The majority of Irlam Group's customers are contracted with the company for a
period of between one and five years. Irlam operates a national network covering
the UK. By carefully targeting certain customers and routes, Irlam has been
successful in building a network of complementary routes around the heart of the
UK motorway network from the South East to the North West and Yorkshire. This
network has ensured that Irlam does not need to rely on non-contracted work to
fill in 'empty legs' and therefore keeps empty mileage to a minimum.
This has a benefit, not only to Irlam in terms of operational efficiency, but
also to the environment in terms of emissions and reducing congestion.
Summary financial information on the Irlam Group
In the year ended 30 April 2007 the Irlam Group generated a profit before tax of
£1.2 million (2006: £1.5 million) on turnover of £50.0 million (2006: £43.0
million). This profit is stated after the deduction of remuneration and payments
to the present owners which will not continue of £4.7 million (2006: £4.0
million).
Principal terms of the Irlam Acquisition
Under the terms of the Irlam Acquisition Agreement, Stobart will purchase the
entire issued share capital of Irlam and the business and assets of Irlam
Storage LLP. The consideration payable pursuant to the Irlam Acquisition
Agreement is £59.9 million. The Irlam sellers will receive £36.2 million in
cash, £10.0 million in new ordinary shares and £13.7 million in Loan Notes.
Information on Carlisle Airport
Information on Carlisle Airport
Carlisle Airport owns 460 acres of land in Carlisle, on which Eddie Stobart
proposes to build a new logistics centre to consolidate its facilities in the
region. Carlisle Airport's ultimate parent company is WAD Holdings, a company
controlled by Andrew Tinkler and William Stobart. Planning permission is being
sought for the development of a new logistics centre on the site comprising
28,600 square metres of high bay warehouses, 9,100 square metres of office and
other accommodation and 20,000 square metres of vehicle parking. Plans for Eddie
Stobart's move to the site were in place before the merger of Stobart Holdings
and Westbury. The Current Directors regard the site as the ideal location for
the new logistics centre which will provide Eddie Stobart with the
infrastructure in the region that it needs to continue its growth and has been
earmarked as the future Carlisle site for Eddie Stobart.
They also consider that the site offers further future development potential.
The site also incorporates Carlisle airport. At present there is very limited
aviation activity at the airport but ownership of Carlisle Airport would give
Stobart the opportunity to develop aviation services, including air freight
services. The proximity of the airport to the Lake District could make a
redeveloped airport attractive to passenger service operators. If the Carlisle
Airport Option is exercised the Company would expect to obtain new debt
facilities to fund the construction of the logistics centre. If a decision was
taken to commence commercial air freight or passenger services the Company would
need to make additional investment in airport facilities.
In the year ended 31 July 2006, Carlisle Airport generated a profit before tax
of £156,000 (2005: loss of £760,000) on turnover of £865,000 (2005: £801,000).
Carlisle Airport has changed its accounting reference date to 28 February 2007.
The draft accounts for the 7 month period ended 28 February 2007 show an
operating loss of £1,633,000 on turnover of £466,000 and management accounts for
the nine month period ended 30 November 2007 show an operating loss of £546,000
on turnover of £890,000. Net liabilities at 30 November 2007 were £1,959,000.
Information on the Carlisle Airport Option
The Directors consider there to be significant value in Carlisle Airport in
terms of both the logistics centre development plan and potential aviation
operations and believe that ownership of Carlisle Airport could bring
significant longer-term benefits to the Stobart Group. However there are
material uncertainties at present, including the fact that planning permission
has not yet been obtained, which have prevented the Company and Carlisle
Airport's present ultimate parent, WAD Holdings, (a company controlled by Andrew
Tinkler and William Stobart), from reaching definitive agreement on valuation.
The parties have therefore agreed to enter into the Carlisle Airport Option
Agreement in order to enable the Company to conduct a thorough appraisal of the
opportunity.
The Company will pay £50,000 in cash, which is non-refundable except in certain
limited circumstances, to acquire the Carlisle Airport Option which gives it the
right, up to and including 4 July 2008, to acquire Carlisle Airport on the terms
of the Carlisle Airport Acquisition Agreement. Prior to making a decision on
whether to exercise the Carlisle Airport Option, the Company will undertake a
feasibility study and a valuation, including obtaining a third party expert
valuation of the land in its proposed use, and will seek the approval of
Shareholders whose consent is required for the exercise of the Carlisle Airport
Option.
Principal Terms of the Carlisle Airport Acquisition
Under the terms of the Carlisle Airport Acquisition Agreement, Stobart would
purchase the entire issued share capital of Carlisle Airport. The consideration
for the Carlisle Airport Acquisition would be up to £15 million, which would be
satisfied by a payment of £2.5 million in cash and the issue of the Carlisle
Airport Consideration Shares. Additionally, Stobart would reimburse the seller
in cash in respect of airport operating losses on the basis set out in the
Carlisle Airport Acquisition Agreement to a maximum of £0.3 million subject to
the option period being extended along with any capital investment made in the
development of the logistic facility which will be agreed with the Company in
advance.
Information on WA Developments
Information on WA Developments
WA Developments was formed in 1993 by Andrew Tinkler and is a transport
infrastructure engineering specialist. Its principal activity in recent years
has been the provision of engineering services either directly or indirectly to
Network Rail. After a period of growth and high levels of profitability the
company's profitability reduced in recent years following the unsuccessful
appointment of a new management team. Management changes were made in April 2007
and WA Developments is delivering significantly improved financial results in
the current year.
In the past six months Stobart has employed WA Developments to provide advice on
the redevelopment of the AHC Widnes site. WA Developments' expertise in
groundworks and civil engineering has enabled WA Developments to propose a novel
solution for the remediation of part of the site which, the Current Directors
consider, has created a saving for the Group of several million pounds. This
example is indicative of the value the Current Directors consider that WA
Developments will bring to the Enlarged Group following its acquisition.
The draft accounts for the year ended 31 May 2007 WA Developments show a loss
before tax of £1.6 million (2006: profit before tax £0.1 million) on turnover of
£28.9 million (2006: £30.1 million). These results have been reported after
provisions against revenue recognised in previous years which is now considered
non-recoverable were made by new management in the year to 31 May 2007. The
results for the year ended 31 May 2006 are also stated after management and
other charges which will not recur under the Company's ownership. Management
accounts show that if the provisions against revenue were allocated to the
periods in which the revenue was recorded and non-recurring charges were added
back the result before tax in the year to 31 May 2007 would have improved by
£1.0 million (2006: £0.4 million) and turnover would have increased by £1.1
million (2006: £0.1 million).
For the six months ended 30 November 2007 management accounts show a much
improved profit before tax, after adding back non-recurring charges, of £733,000
on turnover of £12.0 million.
The Current Directors expect that the Group will spend significant amounts on
civil engineering contractors in the coming years. They believe that WA
Developments is ideally suited to perform this work and that the WA Developments
Acquisition will not only bring to the Group a business with both profitable
third party operations and necessary expertise, but it will also allow the Group
capture the margin on the planned civil engineering work that would otherwise
have been placed with external contractors.
Principal Terms of the WA Developments Acquisition
Under the terms of the WA Developments Acquisition Agreement, Stobart will
purchase the entire issued share capital of WA Developments. The consideration
payable pursuant to the WA Developments Acquisition Agreement is £10 million to
be satisfied in cash, subject to repayment of up to £5.0 million on the basis of
£10 for every £1 by which WA Developments' adjusted audited profit before tax
the financial year ending 31 May 2008 (as adjusted for non-recurring management
and other charges) is less than £1 million and £1 for every £1 by which its
audited net asset value as at that date is less than £5.5 million.
Financial effects of the Acquisitions
The Irlam Acquisition will add significantly to the scale of the Group's core
road transport and storage business and is expected to enhance earnings in the
first full year following completion of the acquisition.
The Current Directors believe that the Carlisle Airport Acquisition, which is
the subject of the Carlisle Airport Option Agreement, would be an important step
in the development of a new logistics centre in Carlisle. Plans for the
logistics centre are well-advanced and will be continued by the current owners
of the site regardless of whether the Carlisle Airport Option is exercised. The
current owner is currently deploying capital expenditure at the site to complete
the first phase of commercial development and allow occupation by Eddie Stobart
and other tenants. Should the option to acquire Carlisle Airport be exercised,
such expenditure would be re-imbursed to the current owner, in which case the
expenditure is expected to be financed from the Group's debt facilities.
Should the option to acquire Carlisle Airport be exercised, and once the
development is completed the Current Directors expect the Group would save
annual rent payments of approximately £l million in aggregate. The Group would
also bear the costs of operating Carlisle Airport which may result in continued
small trading losses pending introduction, as appropriate, of commercial
aviation services provided by the Group or third parties. If the decision is
taken to exercise the Carlisle Airport Option an announcement, including details
of the financial effects of the exercise, will be released via a regulatory news
service.
Should the option not be exercised the Company would expect to enter into a
lease with the present owner of Carlisle Airport on normal commercial terms. In
this event a proportion of the rent saving is expected to be achievable.
The WA Developments Acquisition is expected to enhance earnings in the first
full year following its completion regardless of the contribution WA
Developments is expected to make to the development of the Group's rail, water
and storage infrastructure in Runcorn and Widnes. Taking account of the savings
from the internalisation of that development work the Current Directors consider
that the financial benefit of the WA Developments Acquisition will be
considerable.
Information on the Enlarged Group
Management of the Enlarged Group
The senior management structure of the Company has been brought into line with
the Company's recent change to UK-resident tax status by altering the
composition of the Board. With effect from 1 March 2008, Andrew Tinkler, William
Stobart and Ben Whawell who were Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer respectively of Eddie Stobart have become
directors of the Company and have assumed those same positions on the Board.
Richard Burrell, Nigel Rawlings and Michael Kayser have also joined the Board as
non-executive directors. Save for Michael Kayser all of these new directors have
a long-standing involvement with the Group, either through Eddie Stobart, the
Group's principal trading subsidiary, or through Westbury.
Provided the Irlam Acquisition completes, David Irlam will be appointed as a
director with effect from Admission.
Strategy of the Enlarged Group
The Enlarged Group intends to invest in its port and rail interests to create an
inter-modal port facility with road, rail, sea and inland waterway access
capable of handling significant cargo volumes and linked to the existing haulage
network. The Enlarged Group expects to further develop its offering in Europe
and places particular emphasis on exploring new opportunities with both new and
existing customers.
To differentiate itself from its competitors and to facilitate delivery of
future growth in both revenue and operating profit, Stobart has developed and
rolled out a new costing model to existing and new customers. This model was
aimed at partnering with customers to share more equitably the risk and reward
associated with transport service delivery. The goal of these new contracts is
to agree up front a commitment to share the savings derived from running a more
efficient transport network. This strategy is aimed at maintaining long-term
relationships with customers where value and service is transparent and the new
contract model has been well received by customers of Stobart. The Enlarged
Group will target new contracts in excess of £10 million.
The Enlarged Group also intends to further implement Stobart's current strategy
of optimising fleet utilisation, so as to reduce the Group's environmental waste
and improve its carbon footprint.
Current Trading and Prospects of the Enlarged Group
Stobart has grown strongly in each of the last three financial years and
continues to trade well with new business wins and profitability growing in line
with management's expectations for the current year. Eddie Stobart Group's
contracts protect it from rising fuel prices and despite fears over a downturn
in consumer confidence the Directors believe that its differentiated operating
model will allow continued future growth even in the event of an economic
slowdown.
The Company has been in discussions with both existing and potential customers
to gauge likely demand for, and income derived from, the accommodation and
facilities proposed within the redeveloped port facility at its Runcorn site.
Such discussions are expected, in part, to influence the nature of this
development, as well as any potential for synergistic operations with Stobart's
existing rail business.
The Acquisitions will provide the Enlarged Group with access to new customers,
strengthened management capabilities and synergy benefits. They will allow the
business to expand its current transport operations and deliver improved
efficiencies and savings to all customers.
Whilst the majority of the Group's investment property portfolio was disposed of
at the time of the acquisition of Stobart Holdings, the Group remains interested
in a small number of investment properties. The Company announced on 22 January
2008 that, in line with the current climate in the commercial property sector,
the value of its investment property interests is expected to show significant
deterioration by the end of the current financial period. The Company's
principal investment is a 21.9 per cent. stake in Plantation Place, a high
quality office property in the City of London. Plantation Place is partly debt
financed and depending on the extent of the fall in the valuation of the
property it might become necessary to make an additional investment to ensure
that Plantation Place remains in compliance with the terms of its debt financing
and thereby protect the Company's interest in the property. Regardless of the
possible requirement to make additional investments the Company's commercial
property portfolio, including Plantation Place, remains under review.
Tax status of the Company
The Company is presently controlled and managed in Guernsey and has been
maintained as non UK resident for tax purposes since its incorporation. The
Board has reviewed and taken professional advice on the potential advantages and
disadvantages to the Company of moving the location of its central management
and control of the Company to the UK and considers that it would be in the best
interests of the Company and its Shareholders as a whole to do so from 1 March
2008. This move is expected to result in the Company being treated as resident
in the UK for UK tax purposes.
Until 29 February 2008, on the basis that the Company was not UK resident for
tax purposes, no tax credit is attached to dividends paid to its shareholders.
UK resident corporate shareholders of the Company were liable to corporation tax
on dividends they receive. Higher rate UK resident individual taxpayers were
liable to income tax on dividends received at the rate of 32.5 per cent.
(without the benefit of any tax credit). By contrast, a dividend paid by a UK
resident company generally carries a tax credit equal to one-ninth of the net
dividend, which equates to 10 per cent. of the dividend plus the tax credit.
Since 1 January 2008, the Company has been resident in Guernsey for Guernsey tax
purposes but is taxed at a rate of 0 per cent. in Guernsey.
From 1 March 2008, assuming the company is UK tax resident, as noted above, UK
tax resident individuals will be entitled to a tax credit equal to one-ninth of
dividends received. Higher rate taxpayers are liable to income tax at a rate of
32.5 per cent., against which tax credit may be off-set. UK companies should not
be subject to corporation tax on dividends received from other UK tax resident
companies.
The Company will be liable to UK corporation tax on profits arising after 1
March 2008. The mainstream rate of corporation tax is reducing from 30 per cent.
to 28 per cent. with effect from 1 April 2008.
Dividend Policy
Subject to there being sufficient profits available for the purpose, the Board
intends to declare dividends on its Ordinary Shares twice annually at the time
of announcement of its interim and final results. Stobart paid an interim
dividend of 2.7 pence per share on 26 October 2007, bringing the total since the
beginning of the current accounting period to 5.7 pence. The Board intends that
in the future the dividend will represent a lower proportion of profits,
reflecting the anticipated growth of the business, but expects to maintain a
strong dividend.
Information on the Placing and Open Offer
Cenkos has agreed, as agent for the Company, to invite Qualifying Shareholders
to apply for the Open Offer Shares at the Issue Price payable in full in cash on
application and free of all expenses on the basis of 1 Open Offer Share for
every 2.785 Existing Ordinary Shares held at the Record Date.
Entitlements to Open Offer Shares under the Open Offer will be rounded down to
the nearest whole number of Open Offer Shares. Fractional entitlements to Open
Offer Shares will be aggregated and placed for the benefit of the Company.
The Open Offer is not underwritten but Cenkos has pre-placed all of the Open
Offer Shares at the Issue Price subject (save for the Firm Placing Shares) to
clawback by Qualifying Shareholders in order to satisfy valid applications under
the Open Offer.
Certain Shareholders have irrevocably undertaken not to take up their Open Offer
Entitlements in respect of the Firm Placing Shares. Accordingly, Cenkos has
conditionally placed these shares firm (not subject to clawback) with
institutional investors on behalf of the Company at the Issue Price.
The Placing and Open Offer is conditional, inter alia, upon:
• the passing of Resolutions 1 and 2 at the EGM (or any valid adjournment
thereof);
• completion of the Irlam Acquisition;
• the Placing Agreement having become unconditional in all respects and not
having been terminated in accordance with its terms prior to Admission; and
• Admission becoming effective by 4 April 2008 or such later date (not being
later than 11 April 2008) as the Company and Cenkos may in their discretion
determine.
If the Placing Agreement does not become unconditional in all respects, then no
Open Offer Shares will be issued under the Placing and Open Offer and all monies
received by Capita Registrars will be returned to applicants without interest
and at their risk as soon as possible thereafter.
Application has been made for the New Ordinary Shares to be admitted to the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's market for listed securities and application has also been made for
the Existing Ordinary Shares and the New Ordinary Shares to be admitted to
listing on the Official List of the Channel Islands Stock Exchange.
The New Ordinary Shares will, on Admission, rank in full for all dividends and
other distributions declared, made or paid on the Ordinary Shares after
Admission (save that they will not rank for the final dividend declared by the
Company for the year ended 29 February 2008) and will otherwise rank pari passu
in all respects with the Existing Ordinary Shares in issue.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and that New Ordinary Shares not applied for under the Open Offer will not be
sold in the market for the benefit of Qualifying Shareholders who do not apply
under the Open Offer. Open Offer Entitlements are not transferable except to
satisfy a bona fide market claim and the Application Form, not being a document
of title, cannot be traded.
Timetable
Record Date for the Open Offer 5 March 2008
Ex-entitlement date for the Open Offer 11 March 2008
Open Offer Entitlements credited to CREST stock accounts 12 March 2008
Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 27 March 2008
Entitlements from CREST
Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 29 March 2008
Latest time and date for splitting application forms (to satisfy bona 3.00 p.m. on 1 April 2008
fide market claims)
Latest time and date for receipt of Forms of Proxy 10.45 a.m. on 2 April 2008
Latest time and date for receipt of completed application forms and 11.00 a.m on 3 April 2008
Excess CREST application forms and payment in full under the Open
Offer or settlement of relevant CREST instruction (as appropriate)
Extraordinary General Meeting 10.00 a.m. on 3 April 2008
Class Meeting: Holders of Ordinary Shares 10.30 a.m. on 3 April 2008
Class Meeting: Holders of Income Shares 10.45 a.m. on 3 April 2008
Admission and commencement of dealings in New Ordinary Shares 8.00 a.m. on 4 April 2008
Completion of the Irlam Acquisition and the WA Developments 4 April 2008
Acquisition (assuming all conditions are satisfied)
CREST accounts credited in respect of the New Ordinary Shares to be 4 April 2008
issued in uncertificated form
Definitive share certificates expected to be despatched in respect of 11 April 2008
New Ordinary Shares in certificated form
Cenkos Securities plc, which is authorised and regulated by the Financial
Services Authority, is acting for Stobart Group Limited and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than Stobart Group Limited for providing the
protections afforded to its customers or for providing advice to any other
person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto.
The information contained herein is not for publication or distribution in or
into the United States of America. These materials are not an offer of
securities for sale in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of 1933
(the 'Act'), as amended, and may not be offered or sold in the United States
absent registration under the Act or an available exemption from registration.
No public offering of the securities referred to herein will be made in the
United States.
The information contained in this announcement is not for publication or
distribution to persons in Australia, Canada, Japan or the Republic of South
Africa. The shares referred to herein may not, directly or indirectly, be
offered, sold, taken up or delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities plc undertakes any obligation to update or revise any forward looking
statements, whether as a result of new information, future events or otherwise.
You should not place undue reliance on forward looking statements, which speak
only as of the date of this announcement.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
Acquisitions the Irlam Acquisition, the WA Developments Acquisition
and, if the Company exercises the Carlisle Airport
Option, the Carlisle Airport Acquisition
Admission the admission of the New Ordinary Shares of the Company
to listing on the Official List of the UK Listing
Authority and to trading on the London Stock Exchange's
market for listed securities becoming effective in
accordance with the Listing Rules and the London Stock
Exchange's Admission and Disclosure Standards and the
admission to listing on the Official List of the Channel
Islands Stock Exchange of the Existing Ordinary Shares
and the New Ordinary Shares
Board the Current Directors
Carlisle Airport Stobart Air Limited, incorporated in England and Wales
(company number 04185647)
Carlisle Airport Acquisition the conditional acquisition of the entire issued share
capital of Carlisle Airport by Stobart
Carlisle Airport Acquisition Agreement the agreement to be made on the exercise of the Carlisle
Airport Option (1) Stobart Air Holdings and (2) the
Company relating to the sale and purchase of the entire
issued share capital of Carlisle Airport
Carlisle Airport Option the option to purchase Carlisle Airport under the terms
of the Carlisle Airport Option Agreement
Carlisle Airport Option Agreement the agreement dated 10 March 2008 and made between (1)
Stobart Air Holdings and (2) the Company relating to the
Carlisle Airport Option
Carlisle Airport Consideration Shares the new Ordinary Shares to be issued and allotted
pursuant to the Carlisle Airport Acquisition should the
Carlisle Airport Acquisition proceed
Cenkos Cenkos Securities plc, which is authorised and regulated
in the United Kingdom by the FSA and is a member of the
London Stock Exchange
Class Meetings the general meetings of the Company of the holders of
Ordinary Shares and the Income Shares convened for 10.30
a.m. and 10.45 a.m. on 2 April 2008 (or any adjournment
thereof)
Clawback Placing the conditional placing by Cenkos Securities (on behalf
of the Company) of the Open Offer Shares on the terms
and subject to the conditions of the Placing Agreement,
subject to clawback to satisfy valid applications from
Qualifying Shareholders pursuant to the Open Offer
Company or Stobart Stobart Group Limited, a limited liability company
incorporated in Guernsey (company number 39117)
Completion completion of the Irlam Acquisition, the WA Developments
Acquisition and the Placing and Open Offer or such of
them as the context may require
Consideration Shares the Irlam Consideration Shares and the Carlisle Airport
Consideration Shares
CREST the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755) operated
by CRESTCo
CRESTCo Euroclear UK and Irlam Limited (formerly CRESTCo
Limited), the operator of CREST
Current Directors the directors of the Company as at the date of 10 March
2008
Directors the Current Directors and the Proposed Director
Eddie Stobart Eddie Stobart Limited, the principal trading company of
the Eddie Stobart Group, incorporated in England and
Wales (company number 995045)
Eddie Stobart Group the Eddie Stobart group of companies comprising Stobart
Holdings, its subsidiaries and its subsidiary
undertakings
Enlarged Group the Group as enlarged by the Acquisitions
Existing Ordinary Shares the 160,625,401 issued Ordinary Shares in issue as at
the date of this announcement
Extraordinary General Meeting or EGM the extraordinary general meeting of the Company
convened for 10.00 a.m. on 2 April 2008 (or any
adjournment thereof)
Firm Placing Shares the 21,593,804 Open Offer Shares to which Andrew
Tinkler, William Stobart, Stobart Group Limited Employee
Benefit Trust and Assura Fund Management LLP have
irrevocably undertaken not to take up their Open Offer
Entitlements
FSA the Financial Services Authority
FSMA the Financial Services and Markets Act 2000, as amended
Group the Company, its subsidiaries and its subsidiary
undertakings from time to time
Income Shares income shares of 10p each in the capital of the Company
Irlam James Irlam and Sons Limited incorporated in England and
Wales (company number 00794305)
Irlam Acquisition the conditional acquisition of the entire issued share
capital of James Irlam & Sons Limited and the business
and assets of Irlam Storage LLP by Stobart
Irlam Acquisition Agreement the agreement dated 10 March 2008 and made between (1)
the Irlam Sellers,(2) SF Irlam, H Irlam and LV Irlam,
(3) Smith, (4) Irlam Storage LLP, (5) the Company and
(6) Eddie Stobart Group relating to the sale and
purchase of the entire issued share capital of Irlam and
the business and assets of Irlam Storage LLP
Irlam Consideration Shares the 7,692,306 new Ordinary Shares to be issued and
allotted pursuant to the Irlam Acquisition
Irlam Group together, James Irlam & Sons Limited and the business
and assets of Irlam Storage LLP
Irlam Sellers Michael Jonathan Irlam, David James Irlam and Martin
Stuart Irlam
Irlam Storage LLP Irlam Storage LLP, incorporated in England and WA
Developments (limited liability partnership number
OC322146)
Issue Price 130 pence per New Ordinary Share
Loan Notes £13,723,252 million 2008/ 2010 guaranteed unsecured loan
noted to be issued by the Company in connection with the
Irlam Acquisition
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Irlam Consideration Shares and the Open Offer Shares
Official List the Official List maintained by the FSA pursuant to Part
VI of FSMA and/or the Official List of the Channel
Islands Stock Exchange, as the context may require
Open Offer the conditional offer to Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue Price
Open Offer Entitlements the number of Open Offer Shares for which a Qualifying
Shareholders is entitled to subscribe under the Open
Offer
Open Offer Shares the 57,675,188 Ordinary Shares to be allotted and issued
by the Company
Ordinary Shareholders holders of Ordinary Shares
Ordinary Shares ordinary shares of 10p each in the capital of the
Company
Placing the conditional placing of Open Offer Shares by Cenkos
as agent for the Company pursuant to the Placing
Agreement subject (other than in respect of the Firm
Placing Shares) to recall to satisfy valid applications
under the Open Offer
Placing Agreement the conditional agreement dated 10 March 2008 between
the Company and Cenkos relating to the Placing and Open
Offer
Proposals the Resolutions, the Irlam Acquisition, the WA
Developments Acquisition and the Placing and Open Offer
Proposed Director David James Irlam
Qualifying Shareholders holders of Ordinary Shares on the register of members of
the Company at the Record Date, other than certain
overseas Shareholders
Record Date the record date for the Open Offer, being 5 March 2008
Related Parties Andrew Tinkler and William Stobart
Related Party Acquisitions the Carlisle Airport Acquisition and the WA Developments
Acquisition
Resolutions the resolutions to be proposed at the EGM
Shareholders holders of Shares
Shares Ordinary Shares and Income Shares
Stobart Air Holdings Stobart Air Holdings Limited incorporated in England and
Wales (company number 6179950), the sole shareholder of
Carlisle Airport and the subsidiary of WADI
Stobart Holdings Stobart Holdings Limited, the holding company of the
Eddie Stobart Group, incorporated in England and Wales
with registered number 5907280
UK Listing Authority the Financial Services Authority acting in its capacity
as the competent authority for the purposes of Part VI
of the FSMA
WAD Holdings W. A. Developments Holdings Limited incorporated in
England and Wales (company number 5907289) the sole
shareholder of WADI
WADI W. A. Developments International Limited incorporated in
England and Wales (company number 4163442)
WA Developments W.A. Developments Limited incorporated in England and
Wales (company number 02821207)
WA Developments Acquisition the conditional acquisition of the entire issued share
capital of WA Developments by Stobart relating to the
sale and purchase of the entire issued share capital of
WA Developments
WA Developments Acquisition Agreement the agreement dated 10 March 2008 and made between (1)
the Related Parties and (2) the Company
This information is provided by RNS
The company news service from the London Stock Exchange