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
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