Placing and Open Offer

RNS Number : 3770F

Stobart Group Limited

21 April 2011

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN AND THE REPUBLIC OF SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE FSA OR BY ANY OTHER REGULATORY AUTHORITY.  THIS ANNOUNCEMENT is an advertisement AND is not a prospectus. Investors should not subscribe for or purchase any shares referred to in this Announcement except SOLELY on the basis of information in the prospectus to be published by STOBART GROUP LIMITED in connection with the proposed PLACING AND OPEN OFFER. Copies of the prospectus will, following publication, be available from the company's registered office and, OTHER THAN IN CERTAIN JURISDICTIONS, on its CORPORATE website at www.stobartgroup.co.uk.

21 April 2011

STOBART GROUP LIMITED

Proposed Placing and Open Offer to raise £120 million gross proceeds

Strategic restructuring of the Group into five new operating divisions

Acquisition of remainder of Biomass

The Board of Directors of Stobart Group Limited ("Stobart" or the "Company"), one of the UK's leading logistics businesses, announces that it is proposing to raise gross proceeds of £120 million (approximately £115 million net of expenses), through a placing and open offer involving the issue of 77,339,766 New Ordinary Shares at an issue price of 155 pence per share.

Placing and Open Offer

·      All of the Open Offer Shares have been conditionally pre-placed by Cenkos

·      The net proceeds of approximately £114.9 million after expenses provide the necessary funds for the implementation of the Group's business plan going forward, following the strategic restructuring.

·      The Company intends to issue 77,339,766 New Ordinary Shares pursuant to the Placing and Open Offer, a premium of 4.6 per cent. to the closing share price on 20 April 2011 (being the last Business Day prior to the date of this announcement).

·      The Placing and Open Offer is conditional on, among other things, the approval of Shareholders at a General Meeting to be held at 10:00 a.m. on 13 May 2011. Details relating to the General Meeting are contained in the Prospectus which it is intended will be posted to Qualifying Shareholders (other than Excluded Shareholders) shortly.

·      The New Ordinary Shares are expected to be admitted to the Official List and to trading on the London Stock Exchange's main market and the proceeds of the Placing and Open Offer received by the Company on 16 May 2011.

·      Cenkos is acting as financial adviser, sponsor and broker to the Company in connection with the Placing and Open Offer.

·      The preliminary announcement of the Group's final results for the year ended 28 February 2011 will be made on Monday 23rd May 2011.

Strategy and Acquisitions

·     Following a strategic review, the Group is being restructured into five divisions:  Transport and Distribution; Estates; Airports; Biomass; and Infrastructure Management.

·     The Placing and Open Offer will provide the Group with significantly more capital to execute the next stage of growth and maximise shareholder value across the business.

·      The Company has entered into an agreement to acquire the 50 per cent. of Stobart Biomass Products Limited it does not already own.  In addition, the Group continues to explore a number of opportunities for the Estates Division.  As part of this strategy, the Group has entered into an option to acquire the Westbury property portfolio from WADI Properties, a company controlled by Andrew Tinkler and William Stobart.

Commenting on the Proposals, Rodney Baker-Bates, Stobart Chairman, said:

"Stobart has come through a phase of consolidation, following strategic acquisitions made in 2008 and 2009.   It is now stepping up its organic growth within the core transport and distribution businesses. In addition, the company has significant potential value in existing assets which, with the capital being raised through this placing, it is now in a position to unlock."

Andrew Tinkler, Chief Executive Officer, commented:

"Since listing in 2007 we have delivered consistently good performance with substantial growth in all areas of the business and also been able to invest in other areas of high growth potential such as Biomass. We are now a diverse company with risk and returns spread across a number of sectors. The new funding will give us the firepower to invest in those businesses which have the greatest potential, particularly Stobart Estates and Stobart Airports. The restructuring will clarify and sharpen the focus, strategic aims and value of each part of the business."

Enquiries:

Stobart Group 01925 605400

Andrew Tinkler, Chief Executive Officer

Ben Whawell, Chief Financial Officer

Halkin Communications

Jessica Shepherd-Smith 07787 518 262

Katie Bell 07887 822 221

Sara Batchelor  07904 680 547

Influence 0207 2879610

James Andrew 07772 534 985

Cenkos Securities 020 7397 8900

Nicholas Wells, Stephen Keys, Adrian Hargrave

This summary should be read in conjunction with the full text of this announcement. The Appendix contains the definitions of certain terms used in this announcement.

A copy of the Prospectus, following publication, will be available from the Company's registered office and, other than in certain jurisdictions, on the Company's corporate website at www.stobartgroup.co.uk. The Prospectus will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the offices of Hill Dickinson LLP at Irongate House, 22-30 Duke's Place, London EC3A 7HX.

Important Notice

This Announcement is not a prospectus but an advertisement and Qualifying Shareholders should not acquire any New Ordinary Shares referred to in this Announcement except on the basis of the information contained in the Prospectus.

Neither the content of Stobart's website nor any website accessible by hyperlinks to Stobart's website is incorporated in, or forms part of, this announcement. The distribution of this announcement, the Prospectus and any other documentation associated with the Proposals into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come 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. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan and the Republic of South Africa.

No action has been taken by Stobart or any other person that would permit an offer of the New Ordinary Shares or possession or distribution of this announcement, the Prospectus or any other documentation or publicity material or the Application Forms in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

The New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of the Application Form or this announcement. Any representation to the contrary is a criminal offence in the US.

The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Excluded Territory except pursuant to an applicable exemption from registration requirements. There will be no public offer of New Ordinary Shares in Australia, Canada, Japan and the Republic of South Africa.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of New Ordinary Shares. In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by Stobart or Cenkos. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information contained in it is correct at any subsequent date.

Cenkos, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Stobart and no one else in connection with the Proposals and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Proposals and will not be responsible to anyone other than Stobart for providing the protections afforded to their respective clients or for providing advice in relation to the Proposals or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos by the Financial Services and Markets Act 2000, Cenkos does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with Stobart or the New Ordinary Shares or the Proposals, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Cenkos accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Stobart for the current or future financial years would necessarily match or exceed the historical published earnings per share of Stobart.

This announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "projects", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could", "should" or "continue" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, the Company or the Group concerning, among other things, the Company's financial position and projections, business plan, financial model and future covenant ratios and compliance, the results of operations, prospects, growth, strategies and dividend policy of the Group and the industry in which it operates.

By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond the Company's ability to control or predict. Forward looking statements are not guarantees of future performance. The Company's or the Group's actual financial performance, results of operations, dividend policy and the development of the industry in which it operates may differ materially from the impression created by the forward looking statements contained in this announcement. In addition, even if the financial performance, results of operations and dividend policy of the Company or the Group (as the case may be), and the development of the industry in which it operates, are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: the effect of the Placing and Open Offer on the Group; the Group's ability to generate growth or profitable growth; the Group's ability to generate sufficient cash over the longer term to service its debt; the Group's ability to control its capital expenditure and other costs; changes in the competitive framework in which the Group operates and its ability to retain market share; industry trends; general local and global economic, political, business and market conditions; significant changes in exchange rates, interest rates and tax rates; significant technological and market changes; future business combinations or dispositions; changes in government and other regulation, including in relation to the environment, health and safety and taxation; labour relations and work stoppages; and changes in business strategy or development plans. More detailed information on the potential factors which could affect the financial results of the Group is contained in the Group's public filing and reports.

The forward looking statements contained in this announcement speak only as of the date of this announcement. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and/or the Prospectus Rules and/or the Disclosure and Transparency Rules) and as required by the FSA, the London Stock Exchange or the City Code, neither the Company nor Cenkos undertakes any obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision.

This announcement should not be considered a recommendation by the Company, Cenkos or any of their respective directors, officers, employees, advisers or any of their respective affiliates, parent undertakings, subsidiary undertakings or subsidiaries of their parent undertakings in relation to any purchase of or subscription for the New Ordinary Shares.  Price and volumes of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. You are advised to read this announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industry in which it operates. Persons needing advice should consult an independent financial adviser.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, Australia, Canada, Japan AND THE REPUBLIC OF SOUTH AFRICA AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.

This Announcement HAS NOT BEEN APPROVED BY THE FSA OR BY ANY OTHER REGULATORY AUTHORITY. THIS ANNOUNCEMENT is an advertisement and It is not a prospectus. Investors should not subscribe for or purchase any shares referred to in this Announcement except solely on the basis of information in the prospectus to be published by STOBART GROUP LIMITED in connection with the proposed PLACING AND OPEN OFFER. Copies of the prospectus will, following publication, be available from the company's registered office and, OTHER THAN IN CERTAIN JURISDICTIONS, on its CORPORATE website at www.Stobartcorporate.co.uk.

21 April 2011

Stobart Group Limited

Proposed Placing and Open Offer to raise £120 million gross proceeds

Strategic restructuring of the Group into five new operating divisions

Acquisition of remainder of Biomass

1.            Introduction

The Company has today reached agreement on a placing and open offer of 77,339,766 New Ordinary Shares at 155 pence per share to raise approximately £119.9 million before expenses (approximately £114.9 million net of expenses). The proceeds of the Placing and Open Offer will provide additional capital for the Company to enhance the Company's asset base though the development of its airports and the construction of new facilities for Biomass and other properties that will be used by the Eddie Stobart business.

The Open Offer has not been underwritten but Cenkos has conditionally pre-placed all of the Open Offer Shares with institutional investors on behalf of the Company at the Issue Price, subject to clawback by Qualifying Shareholders in order to satisfy valid applications under the Open Offer. 61,871,813 of the Open Offer Shares have been conditionally pre-placed with IAML and if IAML was required to subscribe for all these Open Offer Shares, it would hold a total of 127,603,357 Ordinary Shares, representing 36.6 per cent. of the issued share capital of Stobart following completion of the Proposals.

The Placing and Open Offer is, therefore, conditional on the granting of a Rule 9 Waiver to IAML, a wholly-owned subsidiary of Invesco Ltd and a substantial shareholder in the Company, in respect of its obligation which would otherwise arise for it to make a takeover bid for the Company. The Panel has granted IAML the Rule 9 Waiver, but this is conditional on Independent Shareholders approving such Rule 9 Waiver at the General Meeting. Further details relating to the Rule 9 Waiver and the City Code are given in paragraph 4 below.

In addition, conditional on completion of the Placing and Open Offer, Stobart has agreed to acquire the 50 per cent. of Biomass that it does not already own, from Allan Wilson Jenkinson, in exchange for £9 million worth of New Ordinary Shares and £11 million in unsecured loan notes, valuing the 50 per cent. interest in Biomass at £20 million. Allan Jenkinson has undertaken to the Company that during the 12 months following completion, any disposal by him of the Consideration Shares shall only be made through the Company's brokers to ensure an orderly market in the Ordinary Shares. The loan notes to be issued by the Company will be subject to redemption by the Company at the end of a three-year period following the date of issue of the loan notes and interest on the outstanding principal amount of the loan notes, at an increasing rate over the three years of 5, 7 and 9 per cent. per annum, will be payable by the Company to Allan Wilson Jenkinson during the three-year period. A further £1 million together with interest will be paid in cash to Allan Wilson Jenkinson on completion of the Biomass Acquisition by way of repayment of a loan previously made by Allan Wilson Jenkinson to Biomass.

The Company is also proposing to adopt the New Articles to incorporate pre-emption rights and to remove out-of-date references to former classes of shares in the Company's capital that now no longer exist. This amendment to the Current Articles requires shareholder approval at the General Meeting. Shareholders will then be asked to disapply such pre-emption rights for the purposes of the Placing and the issue of the Consideration Shares.

The Company also proposes to put the New Incentive Plan in place. Pursuant to Listing Rule 9.4.1, Shareholders will be required to approve the New Incentive Plan prior to its implementation.

The Company has entered into the Westbury Option Agreement pursuant to which WADI, a company ultimately owned by Andrew Tinkler and William Stobart, has granted the Company an option to acquire the entire issued share capital of Westbury, which, through its wholly-owned subsidiary, Moneypenny Limited, holds the Moneypenny Property Portfolio, some of which properties are used by the Stobart Group for its operations.

2              Background to and reason for the Proposals

Stobart has grown strongly in each of the last three financial years and continues to trade well, with new business wins. Although Eddie Stobart still represents 85 per cent. of the Group's turnover, the Group has diversified in recent years through the acquisition of, inter alia, further transport businesses, airports, an interest in Biomass and other properties. In light of these recent acquisitions, the Board decided that it was appropriate to undertake a strategic review.

Following this strategic review, the Board remains committed to the Eddie Stobart business, but the Board also believes that each segment of the Group will benefit from realignment in the Group's management structure pursuant to the Restructuring. New divisions are being formed with divisional heads with the proposed new divisional structure is described in paragraph 3 below.

The Board also believes that the Group will benefit from the proceeds of the Placing and Open Offer, through investment in assets which are expected to enhance the performance of the Group's business divisions. In particular, the Board has identified projects relating to properties held within Stobart Airports and to a Biomass related facility in Widnes that will form part of Stobart Estates, as well as other property developments that are expected to be used by the Eddie Stobart division. The Board expects that the £114.9 million net proceeds from the Placing and Open Offer, together with other third party sources of funding, will allow the Group to finance these projects. The Board expects that up to £25 million of the proceeds will be required for developments at LSA and CLDA, up to £32 million of the proceeds will be required for Biomass related facilities at existing Group locations and the remainder will be used for new projects in the Stobart Estates division. The Directors believe that the completion of the Placing and Open Offer as soon as practicable is extremely important in order that the Group can benefit from the opportunities available to it, in particular the ongoing development at LSA in time for the 2012 Olympics.

The Board believes that funding these projects through the Placing and Open Offer will enable the proposed developments to be completed earlier and create more value for Shareholders than using alternative methods of funding, including off-balance sheet structures. Additionally, the Board believes that investment in these assets and the divisional re-alignment will lead to a greater clarity in the presentation of divisional and total Group performance and improve investor understanding of the value of the Group's asset base.  

The Board, as part of this strategic review, also considered the structure and remuneration of the Board and senior management. On 7 March 2011, the first phase of the Board restructuring was announced and two executive Directors (William Stobart and David Irlam) resigned from the Board to focus full time on operational management. In addition, in recognition of the changing structure of the business, two non-executive Directors retired at the same time (Nicholas Watts and Daniel Dayan). Following the Restructuring, the Board will be looking to appoint further non-executive directors with experience in property investment and in industries relevant to the Group's business. From these appointments, the Board will seek to appoint a Senior Independent Director.

The Board has also decided that the remuneration structure for the executive and operational management of Stobart needs to be updated to reflect the opportunities that management have identified and introduced to the Group. The New Incentive Plan will encourage the management to pursue aggressively value-maximising strategies in relation to existing and new assets of the Group, which will strengthen their alignment with Shareholders' interests. Further details of the New Incentive Plan are described in the Prospectus.

Finally, the Board has, as part of its strategic review, concluded that the addition of the Moneypenny Property Portfolio would be beneficial for the Group, as the Group will be able to take advantage of some of the assets within the Moneypenny Property Portfolio for its own operations. Once the Westbury Option is exercised, it will ensure that substantially all the business interests of William Andrew Tinkler and William Stobart are within the Group. The Board believes that the combination of the Moneypenny Property Portfolio together with the other assets in Stobart Estates is capable of adding substantial value to the Group. The consideration for the shares in Westbury will be based on a third-party valuation report on the Moneypenny Property Portfolio. In addition to finalising the purchase price, exercise of the Westbury Option is conditional on satisfactory due diligence and the approval of Shareholders (excluding William Andrew Tinkler and William Stobart) at a general meeting of the Company.

3 New Group Structure

As described in paragraph 2 above, following the strategic review, the Board has restructured the operational divisions. The Group's existing structure is described in the Prospectus but, pursuant to the Restructuring, the new structure of the Group, which defines more clearly the different services and value drivers within the Group, will be as set out below:

Transport and Distribution Division ("Eddie Stobart")

This division will include all of the forms of transport, storage and handling services provided by the Group, encompassing all of the multimodal services currently provided through road, rail and ports. There will be no property held within Eddie Stobart but Group properties will be rented at market value. It will be run purely as an operating company.

Eddie Stobart's road distribution operations use a 'shared-user' transport network, which the Board believes gives Eddie Stobart a substantial lead against its competitors, most of which operate using an 'open book' model. As a result of this different business model, the division achieves industry leading levels of approximately 85 per cent. fleet utilisation. Additionally, the Eddie Stobart model means that clients are incentivised to be more efficient in their own operations, as any cost savings from logistics will be shared between Eddie Stobart and the client.

Eddie Stobart operates more than 1,750 44-tonne articulated and drawbar combination units, which serve the road transport needs of many of the UK's leading names in FMCG manufacturing and retail and its primary fleet is 95 per cent. compliant with stringent Euro 4/5 standards. This engine efficiency is augmented by industry-leading levels of load fill, achieved through an innovative shared-user transport system that both cuts costs and reduces wasteful empty running.

Eddie Stobart's international division combines storage and transport facilities at Lokeren, Belgium and Dublin, with offices and depots in Warrington. This long-established division serves Continental Europe with a dedicated fleet and a range of specialised trailers including walking floor and double decked, multi-temperature, compartmentalised trailers.

Eddie Stobart also operates a chilled distribution business which delivers temperature-controlled, logistics solutions, tailored to match its major FMCG manufacturing and retail clients. Chilled cross-docking facilities are located at Heywood, Nottingham, Newark, Alcester, Widnes and Corby and are supported by approximately 250 high-specification, articulated lorries with the latest dual-compartment, multitemperature trailers.

Following the Restructuring, Eddie Stobart will also include the Group's warehousing, rail and port operations. Eddie Stobart owns more than six million square feet of high quality storage facilities throughout the UK, which cater for chilled, ambient and specialist storage requirements. Customers can access stock data in real-time.

Eddie Stobart's rail division was launched in 2006, operating between Daventry and Mossend in order to reduce transportation costs for customers. Since 2006, the Group has launched five further UK routes, alongside a service between London and Valencia, Spain.

The port operations of Eddie Stobart are based in Widnes at the Mersey Multimodal Gateway with a container port which has storage for up to 6,000 containers, with 1,100 containers handled every day, and links to the national rail network.

The Directors believe that the multimodal offering presented by Eddie Stobart will remain a core strength of the Group and the division's technology will enable it to remain highly competitive.

William Stobart, Group COO, will head Eddie Stobart, following the implementation of the Restructuring, and the Directors believe that going forward, performance will be more accurately benchmarked against other asset-light, listed, logistics operators.

Asset Management/Properties Division ("Stobart Estates")

All owned property assets will be transferred into this asset management division. Should the Westbury Option be exercised by the Company, the Moneypenny Property Portfolio will also be included in this division. Stobart Estates will be responsible for the management, development and realisation of all Group land and building assets. The division will hold approximately 16properties spread throughout England with a current valuation of approximately £150 million.

This division will be the focus for the majority of the proceeds of the Placing and Open Offer. The funds will be used to (i) deliver further phases of Mersey Multimodal Gateway, which will complete the development of Stobart's key multimodal site; (ii) purchase an existing biomass facility and construct a similar plant at Stobart's Widnes site; (iii) acquire new distribution sites near key motorway junctions; and (iv) complete the developments at LSA and construction of a new distribution centre at CLDA. The Directors intend that this division will seek aggressively to enhance value from all of its existing sites by improving the quality of the asset base and renegotiating leases where it is appropriate, as well as seeking change of use of properties. The division will target a minimum internal rate of return of 20 per cent. on each investment it makes and the Directors believe that funding these developments through the net proceeds of the Placing and Open Offer will produce more attractive returns than would be achieved by using alternative means of funding.

The Company aims to make a financial return through rental income, sale and lease-back of properties and ultimately asset disposals.

Stobart Estates will be managed by Richard Butcher, Group Deputy CEO, and performance will be monitored by regular third party valuations on the same independent basis that any standalone property/asset company would be valued.

Civil Engineering Division ("Stobart Infrastructure Management")

This division will consist of the former W.A. Developments business and will continue to deliver both internal and external civil engineering and development projects.

This division is split into two main sub-groups: Rail and Civil Engineering. Rail is one of the UK's leading names in rail network maintenance, repair and improvement. Rail is active across the UK in delivering earthworks, structures, bridge replacement, permanent way, emergency works, drainage and lineside infrastructure works.

Rail holds a Network Rail Principal Contractor's Licence, allowing it to work independently on Network Rail infrastructure. It also holds a Rail Plant Operating Company Licence, covering its extensive fleet of plant and specialist equipment, as well as a comprehensive list of accreditations under the UK rail industry supplier qualification and audit scheme, Link Up.

Rail operates an award-winning training school; ensuring all operatives and staff are qualified to the very highest standards. Training encompasses entry level, personal track safety training, right up to full engineering supervisor standard, as well as a broad spectrum of safety and equipment training. When not in use, a wide range of Rail's specialist plant and equipment is available to hire at competitive rates.

Civil Engineering is responsible for the development and improvement of the Group's property holdings. The Division concentrates on the regeneration of brownfield sites into valuable business assets, recycling often contaminated land back into use.

Wherever possible, during redevelopment or improvement, environmentally responsible innovations are introduced, ranging from recycling of concrete and steelwork into hardcore and valuable scrap, through to lime stabilisation of contaminated land.

The Directors believe that given the relative inconsistency of third party business, this division's primary benefit to the Group is through delivering inter-company projects primarily for Stobart Estates and Stobart Airports. In this capacity, this division has consistently delivered and the Directors believe that it will continue to enhance shareholder value.

Andy Bathgate and Kirk Taylor will head Stobart Infrastructure Management and it is anticipated that future  performance can be benchmarked against other civil engineering operations.

Airports Division ("Stobart Airports")

This division consists of LSA and CLDA. Some of the Placing and Open Offer proceeds will be used to develop the new distribution centre at CLDA and complete the ongoing work at LSA. The Directors expect this will, respectively, achieve annual operational cost savings of around £1 million for Eddie Stobart and generate a development profit for Stobart Estates.

In addition, the division is in discussions with a number of European airlines. Any agreements with these airlines could result in a requirement to complete LSA to a higher specification and build a hotel. The additional funding that has been earmarked by the Company for LSA is dependant on the signing of a significant contract with a low cost European airline.

The Group intends to grow Stobart Airports significantly including the ongoing development at LSA in time for the 2012 Olympics. The Directors believe that LSA will be able to develop new routes and attract new operators over the next few years, with the aim of servicing between 2 and 2.5 million passengers annually. The Group will also pursue air freight, maintenance and airport service opportunities at LSA, including airport retail, private facilities, lounges and fees generated from the rail terminal, which will provide up to eight services an hour direct to London Liverpool Street.

Additionally, the Directors believe that CLDA can eventually be developed and could act as a link for scheduled services to and from LSA. Until such time as CLDA is fully developed for passenger transport, it will continue to provide cost savings for the Eddie Stobart division, as well as generating revenues from ancillary airport services.

Alastair Welch will head Stobart Airports and it is anticipated that future performance can be benchmarked against other airport operations.

Biomass Division

The Company acquired a 50 per cent. interest in Biomass in March 2010 and since that date it has been run as a 50:50 joint venture between the Company and Allan Jenkinson. Both Stobart and Allan Jenkinson recognise the additional value that could be created for the Group were Biomass to be wholly owned by the Stobart Group, which would allow the Biomass Division to deliver growth in its own fuel business and the related transport contracts for Eddie Stobart. Conditional on completion of the Placing and Open Offer, therefore, Stobart has agreed to acquire the 50 per cent. of Biomass it does not already own in consideration for the issue of 5,806,452 New Ordinary Shares and £11 million in unsecured loan notes, valuing the 50 per cent. interest in Biomass at £20 million. Allan Jenkinson has undertaken not to dispose of any of the Consideration Shares for a period of 12 months without the prior written consent of the Company's broker to maintain an orderly market in the Ordinary Shares. The loan notes to be issued by the Company will be subject to redemption by the Company at the end of a three-year period following the date of issue of the loan notes and interest on the outstanding principal amount of the loan notes, at an increasing rate over the three years of 5, 7 and 9 per cent. per annum, will be payable by the Company to Allan Wilson Jenkinson during the three-year period. A further £1 million, together with interest, will be paid in cash to Allan Wilson Jenkinson on completion of the Biomass Acquisition by way of repayment of a loan previously made by Allan Wilson Jenkinson in favour of Biomass. Further details of the Biomass Acquisition Agreement are set out in the Prospectus.

Biomass currently sources sustainable biomass, primarily life-expired timber and low grade softwood, for the new generation of minimum-carbon power plants utilised both in large-scale electricity generation and smaller on-site industrial power plants.

Material for Biomass comes from a variety of virgin and recycling sources. Biomass buys material from all species of hard and soft wood trees that grow in the UK. Chipped and unchipped virgin material accepted by Biomass includes milling co-product, low grade roundwood, branches and sometimes the stump material.

Life-expired material is typically taken from municipal and commercial recycling, demolition sites or from furniture making and joinery manufacturing offcuts. Longer-term research is also being carried out on the potential of using processed "black bag" waste.

A significant percentage of the cost of biomass fuel relates to transport and logistics. When coupled with the fact that importation of biomass is already on the increase, the Directors believe that there are significant benefits and synergies between Allan Jenkinson's biomass business and Stobart Group's road, rail and port assets.

Biomass currently supplies around 500,000 tonnes of biomass fuel per annum to the UK and European markets, although the majority of the current supply is at a lower margin for export markets. The Board expects that higher margin UK business will come on-stream over the next 18 months, as new biomass power stations are opened.

The Company intends to build the Biomass Division up to between 3 and 4 million tonnes per year over the next few years, all on long term contracts. The Biomass Division will contract with Eddie Stobart for all transport requirements on long term contracts.

Allan Jenkinson will head the Biomass Division and it is anticipated that, going forward, performance will be benchmarked against other fuel supply operations.

4    Information on the Placing and Open Offer

Stobart is proposing to raise approximately £119.9 million (before expenses) pursuant to the Placing and Open Offer. The net proceeds of the Placing and Open Offer of £114.9 million will provide additional capital for the Company to enhance the Company's asset base through the development of its airports and the construction of new facilities for Biomass and other properties that will be used by the Eddie Stobart business.

The Open Offer provides Qualifying Shareholders with an opportunity to subscribe for Open Offer Shares pro rata to their current holdings at the Issue Price. Cenkos, as agent for the Company, has conditionally placed the Open Offer Shares with institutional investors at the Issue Price, subject to clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer.

The Issue Price represents a premium of 4.6 per cent. to the Closing Price of 148.2 pence on 20 April 2011 (being the last Business Day prior to the announcement of the Proposals). The Open Offer Shares will be offered to Qualifying Shareholders on the following basis:

7 Open Offer Shares for every 24 Ordinary Shares

held at the Record Date and so in proportion for any other number of Ordinary Shares then held.

Entitlements to Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. Any resulting fractions of Open Offer Shares will be aggregated and subscribed for under the Placing for the benefit of the Company.

The Open Offer is not a "rights issue". Invitations to apply under the Open Offer are not transferable unless to satisfy bona fide market claims. The Application Form is not a document of title and cannot be traded. In the Open Offer, unlike in the case of a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Qualifying Shareholders but will be taken up under the Placing, with the proceeds retained for the benefit of the Company.

The Open Offer, including the placing of the Open Offer Shares subject to clawback, is conditional, inter alia, upon: (i) all conditions relating to the Placing and Open Offer in the Placing Agreement having been fulfilled (other than in relation to Admission); and (ii) Admission becoming effective on or before 16 May 2011 (or such later date as Cenkos and the Company may agree in writing, being no later than 6 june 2011). If the Placing Agreement does not become unconditional in all respects, then no Open Offer Shares will be issued under the Open Offer and all monies received by the Receiving Agent will be returned to applicants without interest and at their risk as soon as possible thereafter.

Further details of the Open Offer, and the terms and conditions on which it is being made, are set out in the Prospectus and, where applicable, in the accompanying Application Form.

Dispensation from Rule 9 of the City Code

The Directors believe that IAML's continued support of the Company and the commitment by IAML to invest in the Placing and Open Offer are necessary to ensure both the success of the Placing and Open Offer and the expected subsequent return on investment by the Company.

IAML's commitment to take up its Open Offer Entitlement and additional New Ordinary Shares in the Placing gives rise to certain considerations and consequences under the City Code. Brief details of the Panel, the City Code and the protections they afford to Shareholders are described below.

The City Code is issued and enforced by the Panel. The Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive. Its statutory functions are set out in and under Chapter 1 of Part 28 of the Companies Act 2006.

Under Rule 9, any person who acquires an interest (as defined under the City Code) in shares which, taken together with shares in which he is already interested (and in which persons acting in concert with him are interested), carry 30 per cent. or more of the voting rights of a company, is normally required by the Panel to make a general offer in cash to the shareholders of that company to acquire the balance of the shares not held by such person (or group of persons acting in concert) at not less than the highest price paid by him (or any persons acting in concert with him) for any such shares within the 12 months prior to the announcement of the offer.

In addition, Rule 9 provides that, when any person (together with any persons acting in concert with him), is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of such voting rights, and such person (or any such person acting in concert with him) acquires an interest in any other shares which increases the percentage of shares carrying voting rights, that person (together with any persons acting in concert with him) is normally required by the Panel to make a general offer in cash to the shareholders of that company to acquire the balance of the shares not held by such person (or group of persons acting in concert) at not less than the highest price paid by him (or any persons acting in concert with him) for any such shares within the 12 months prior to the announcement of the offer.

The City Code also provides that where any person (together with persons acting in concert with him) holds more than 50 per cent. of a company's voting rights, no obligation will normally arise under Rule 9 to make a general offer in cash to all shareholders of that company, save as described below, as a result of any acquisition by such person (or any person acting in concert with him) of any further shares carrying voting rights in the company. However, the Panel will deem an obligation to make an offer to have arisen on the acquisition, by a single member of a concert party, of shares sufficient to increase his individual holding to 30 per cent. or more of a company's voting rights, or, if he already holds more than 30 per cent. but less than 50 per cent., an acquisition which increases his shareholding in that company.

For the purposes of the City Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of the company, irrespective of whether such interest or interests give de facto control.

IAML is currently interested in approximately 24.9 per cent. of the voting rights of the Company and has committed to take up, in full, its Open Offer Entitlement and has agreed to subscribe up to a further £95.9 million in aggregate for New Ordinary Shares under the Placing, subject to clawback to satisfy valid applications under the Open Offer, representing in aggregate, assuming no clawback, not more than 36.6 per cent. of the Enlarged Share Capital, being 127,603,357 Ordinary Shares. Should the Biomass Acquisition not complete, IAML would be interested in 37.2 per cent. of the Company's share capital.

If the interest of IAML in the voting rights of the Company following the Placing and Open Offer were to increase above its current percentage and continue to be above 30 per cent. or more, IAML would normally be obliged to make a general offer, pursuant to Rule 9 of the City Code, to all other Shareholders to acquire their Ordinary Shares. However, in this instance, the Panel has agreed to waive the obligation to make a general offer that would otherwise arise as a result of IAML committing to take up in full its Open Offer Entitlement and subscribing for New Ordinary Shares in the Placing, but subject to the approval of the Independent Shareholders on a poll at the Extraordinary General Meeting, which will be sought pursuant to a resolution. To be passed, this resolution will require the approval of a simple majority of votes cast on that poll. Only Independent Shareholders will be entitled to vote on this resolution.

Following completion of the Placing and Open Offer, IAML's interest in the Company's voting share capital may increase above its current percentage and continue to be above 30 per cent, but will not exceed 50 per cent. Any further increase in that interest will be subject to the provisions of Rule 9.

For the avoidance of doubt, the Rule 9 Waiver applies only in respect of increases in shareholdings of IAML resulting from the Placing and Open Offer and not in respect of other increases in its holdings. IAML has not taken part in any decision of the Board relating to the proposal to seek the Rule 9 Waiver.

Further details concerning IAML are set out in the Prospectus.

General

The Open Offer Shares, when issued, will be fully paid and will rank pari passu in all respects with the Ordinary Shares in issue at the date of this announcement, including the right to receive all dividends and other distributions declared, made or paid on or after, or by reference to a record date on or after, the date of their issue (save that they will not rank for any final dividend declared by the Company for the year ended 28 February 2011).

5    Information on Biomass

Biomass is currently owned as to 50 per cent. by Stobart and 50 per cent. by Allan Wilson Jenkinson. Conditional on completion of the Placing and Open Offer, Allan Wilson Jenkinson has agreed to sell his remaining 50 per cent. interest in Biomass to Stobart in exchange for 5,806,452 New Ordinary Shares and £11 million in unsecured loan notes. This values the 50 per cent. not currently owned by Stobart at £20 million. Allan Jenkinson has undertaken not to dispose of any of the Consideration Shares for a period of 12 months without the prior written consent of the Company's broker to maintain an orderly market in the Ordinary Shares. The loan notes to be issued by the Company will be subject to redemption by the Company at the end of a three-year period following the date of issue of the loan notes and interest on the outstanding principal amount of the loan notes, at an increasing rate over the three years of 5, 7 and 9 per cent. per annum, will be payable by the Company to Allan Wilson Jenkinson during the three-year period. A further £1 million, together with interest, will be paid in cash to Allan Wilson Jenkinson on completion of the Biomass Acquisition by way of repayment of a loan previously made by Allan Wilson Jenkinson in favour of Biomass.

In the nine months to 31 December 2010, Biomass generated revenues of approximately £506,000 and profit before tax of approximately £4,700, as well as having gross assets of approximately £3.0 million. The Directors believe that the growth potential in Biomass is significant, as described in paragraph 3 above.

Should the Biomass Acquisition not complete, Allan Wilson Jenkinson will retain his 50 per cent. interest in Biomass. Neither Stobart nor Allan Wilson Jenkinson currently has any plans to dispose of their respective interests in Biomass, other than pursuant to the Biomass Acquisition Agreement.

6      Information on the Moneypenny Property Portfolio

The Moneypenny Property Portfolio was acquired by WADI, a company ultimately owned by William Andrew Tinkler and William Stobart on 20 September 2007 by way of the acquisition of Westbury (holding the Moneypenny Property Portfolio through its wholly-owned subsidiary, Moneypenny Limited) from the Company for £142 million. Since that time, WADI has held Westbury and, through Moneypenny Limited, the Moneypenny Property Portfolio and has renegotiated the bank facilities for £89.6 million, which are now in place until 2017 and confirmation in relation to loan to value covenant tests does not have to be provided by WADI until March 2013.

Under the Westbury Option, the Company will have the right to acquire Westbury on or before 15 August 2011. If WADI receives a bana fide offer from an unconnected third party for the entire issued share capital of Westbury at a price greater than that payable by the Company pursuant to the Westbury Option Agreement, the Company has the choice to: (i) exercise the option but at a consideration equal to that offered by the unconnected third party; or (ii) decide not to exercise the Westbury Option in which event WADI would be entitled to sell the shares in Westbury to such unconnected third party at such price free from the restrictions contained in the Westbury Option Agreement. Should the Company exercise the Westbury Option, the consideration payable for the entire issued share capital of Westbury will be determined upon the basis of an independent third party valuation of the Moneypenny Property Portfolio and exercise of the Westbury Option will also be conditional, inter alia, upon completion of satisfactory due diligence, satisfactory bank finance and the approval of Shareholders (excluding Andrew Tinkler and William Stobart) at a general meeting of the Company.

7 Articles of Incorporation

On 6 April 2010 the FSA brought into effect a new listing regime under which each listed class of securities has been categorised into one of two segments: "Premium" for securities that are subject to super equivalent standards and "Standard" for securities which are generally subject to standards based on minimum European Union requirements. Following a review by the UKLA last year, the Company's listing was categorised as a "Premium" listing.

Going forward, however, the new listing regime includes, inter alia, a requirement for overseas companies which wish to retain a "Premium" listing to offer their shareholders pre-emption rights when issuing equity shares for cash. Such pre-emption rights can be disapplied by special resolution of the Company without affecting the requirements for a "Premium" listing

Under the Current Articles, Shareholders are not required to approve the allotment of new Ordinary Shares for cash. Further, Shareholders do not have the right to subscribe for new Ordinary Shares on a pro rata basis where the new Ordinary Shares are to be allotted within the limits of the authorised share capital of the Company.

The Board is, therefore, seeking Shareholder approval at the General Meeting for the adoption of the New Articles, which will grant pre-emption rights in respect of the allotment of Ordinary Shares for cash. No other material amendments are being made to the Current Articles and the Directors believe that the pre-emption rights to be included in the New Articles are in accordance with standard market practice.

8      Financial effects of the Proposals

The net proceeds of the Placing and Open Offer will provide the Group with an improved ability to fund its own projects with less recourse to third party financing. Had the Placing and Open Offer taken place as at the last balance sheet date, being 31 August 2010, the effect on the balance sheet would have been a decrease in short term borrowings and an increase in share capital and share premium account. The effect on earnings would have been positive for the period ending 31 August 2010 although earnings per share would have been reduced.

9     Current Trading and Prospects of the Group

As described in paragraph 2 above, the Directors believe that the Placing and Open Offer should take place as soon as practicable and as a result, the Directors intend that the Placing and Open Offer complete prior to the announcement of the Group's full year results for the period ended 28 February 2011 which are expected to be announced on Monday 23 May 2011. Turnover for the Group in the period is expected to be slightly above £500 million, a 13 per cent. increase on the same period for the previous twelve month period. During this period, the Eddie Stobart general distribution operating unit accounted for 90 per cent. and grew primarily due to new business wins. Turnover in the Stobart rail operating unit accounted for 6 per cent. of turnover and was impacted in the period by a reduction spend by Network Rail.

As demonstrated above, the Group has continued to grow strongly and Eddie Stobart still represents 90 per cent. of the Group's turnover with a large proportion of its contracts protected from rising fuel prices. The Directors believe that the differentiated operating model of the Group should allow continued future growth, despite the challenging global economic outlook in the medium term.

The Directors believe that the growth of the Group into a number of related but diverse sectors since the 2007 reverse into The Westbury Property Fund Limited has resulted in the strengths of the business and the respective divisional dynamics not being easily seen by investors.

The Placing and Open Offer will form the catalyst for the Restructuring with a new management structure that clearly defines the strategic focus of each business division and will facilitate a better understanding by Shareholders and other potential investors of the opportunities for value creation in each part of the business.

The Placing and Open Offer will provide the Group with significantly more capital to execute this next stage of growth.

The Directors believe that the Placing and Open Offer should take place as soon as practicable in order that the Group can benefit from the opportunities available to it, in particular the ongoing development at LSA in time for the 2012 Olympics.

10     Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Ordinary Shares for the benefit of such persons, (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the Prospectus or the Application Form to such persons, is drawn to the information which appears in the Prospectus.

In particular, the availability of the Open Offer Shares under the terms of the Placing and Open Offer to Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation the United States) may be affected by the laws of the relevant jurisdiction where they are resident. Such persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their entitlements to New Ordinary Shares.

11     Taxation

Information regarding certain aspects of UK and Guernsey taxation is set out in the Prospectus. These details are, however, intended only as a general guide to certain aspects of the current tax position under UK and Guernsey taxation law. Shareholders who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK and Guernsey are strongly advised to consult their own independent financial adviser without delay.

12     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. The Board intends that the dividend payout will continue to have a base of six pence per annum and be reviewed on a regular basis.

13     Further Information

Further details relating to the Placing and Open Offer will be contained in the Prospectus that is expected to be published soon. After that date, copies of the Prospectus will be available for inspection at the registered office of the Company during normal business hours on any Business Day. Copies will also be available, other than in certain jurisdictions, for download from the Company's corporate website, www.stobartgroup.co.uk.

The Prospectus will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) at the offices of Hill Dickinson LLP at Irongate House, 22-30 Duke's Place, London EC3A 7HX.

Copies of the Prospectus will also be submitted to the National Storage Mechanism.

Appendix

The following definitions apply throughout this document, unless the context otherwise requires:

Admission	the admission of the New Ordinary Shares by the UK Listing Authority to the Official List and to trading on the London Stock Exchange
Biomass	Stobart Biomass Products Limited, a private company limited by shares incorporated and registered in England with registered number 07042490 and having its registered office at Clifton Moor, Penrith, Cumbria, CA10 2EY
Biomass Acquisition	the acquisition by Stobart of 100,000 ordinary shares of £1.00 each in Biomass from Allan Wilson Jenkinson relating to the Biomass Acquisition and dated as at 21 April 2011
Board or Directors	the directors of the Company
Business Day	a day (other than a Saturday or Sunday or public holiday) on which banks are open for business in London
Cenkos	Cenkos Securities plc
certificated or in certificated form	or in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)
City Code	The City Code on Takeovers and Mergers
CLDA	Carlisle Lake District Airport
Closing Price	the closing middle market quotation of an Ordinary Share on the relevant date as derived from the Stock Exchange Daily Official List
Consideration Shares	up to 5,806,452 New Ordinary Shares to be issued and credited as fully paid to Allan Wilson Jenkinson in accordance with the terms of the Biomass Acquisition Agreement
CREST	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form
CREST Regulations	the Uncertificated Securities Regulations 2005, as amended
Current Incentive Plan	the incentive plan, as described in the Prospectus, currently in place for Directors and Stobart management
Current Articles	the existing articles of incorporation of Stobart, as at the date of this document, details of which are set out in the Prospectus
Enlarged Share Capital	the issued ordinary share capital of the Company following completion of the Proposals
Directive	The Takeover Directive (2004/25/EC)
Ex-Entitlement Date	26 April 2011
FSA	the Financial Services Authority of the United Kingdom
FSMA	Financial Services and Markets Act 2000, as amended, and all regulations promulgated thereunder from time to time
General Meeting	the general meeting of the Company convened for 10.00 a.m. on 13 May 2011, or any adjournment thereof, to vote on the Resolutions, notice of which is set out in the Prospectus
Group	Stobart, the Subsidiaries and all other subsidiary undertakings of the Company
IAML	Invesco Asset Management Limited having its registered address at 30 Finsbury Square, London, EC2A 1AG (company number 949417)
Independent Shareholders	the Shareholders other than IAML and any person or entity affiliated with IAML
Invesco	funds managed by IAML
Issue Price	155 pence per New Ordinary Share
Listing Rules	the listing rules made by the FSA under section 73A of the FSMA
London Stock Exchange	London Stock Exchange plc
LSA	London Southend Airport
Moneypenny Property Portfolio	a portfolio of properties currently held by Moneypenny Limited, a subsidiary of Westbury
New Articles	subject to the passing of a resolution at the General Meeting, the new articles of incorporation of Stobart which it is proposed should be adopted at the General Meeting
New Incentive Plan	the incentive plan, as described in the Prospectus, which is proposed to be put in place for Directors and Stobart management and which is to be voted on by Shareholders at the General Meeting
New Ordinary Shares	the new Ordinary Shares to be issued pursuant to the Placing and Open Offer, and the Biomass Acquisition and which constitute the Open Offer Shares and the Consideration Shares
Official List	the official list of the UK Listing Authority maintained by the FSA pursuant to Part VI of the FSMA
Open Offer	the invitation contained to Qualifying Shareholders, inviting them to apply for Open Offer Shares at the Issue Price, on the terms and subject to the conditions set out in the Prospectus
Open Offer Entitlement	the entitlement to subscribe for Open Offer Shares pursuant to the Open Offer
Open Offer Shares	the New Ordinary Shares offered to Qualifying Shareholders pursuant to the Open Offer
Ordinary Shares	ordinary shares of 10 pence each in the capital of the Company
Overseas Shareholders	Shareholders who are resident in, or ordinarily resident in, located in or citizens of, jurisdictions outside the UK
Panel	The Panel on Takeovers and Mergers
Placing	the conditional placing by Cenkos on behalf of the Company, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer, of the Open Offer Shares in each case at the Issue Price and on the terms and conditions of the Placing Agreement
Placing Agreement	the conditional agreement dated 21 April 2011 entered into by Stobart and Cenkos in relation to the Placing and Open Offer, details of which are set out in the Prospectus
Proposals	the Placing and Open Offer, the Rule 9 Waiver, the Biomass Acquisition, the adoption and implementation of the New Incentive Plan and the adoption of the New Articles
Prospectus	a prospectus which is expected to be approved by the UKLA and sent to Shareholders shortly containing the notice of the General Meeting and information on the Proposals
Qualifying Shareholders	Shareholders on the register of members of the Company at the Record Date, other than certain overseas Shareholders referred to in the paragraph headed "Overseas Shareholders" in the Prospectus
Record Date	the record date for the Open Offer, being the close of business on 19 April 2011
Regulation S	Regulation S (Rules governing offers and sales made outside the limited states without registration under the US Securities Act)
Resolutions	the resolutions set out in the Notice of General Meeting at the end of the Prospectus and Resolution means any one of them
Restructuring	the restructuring of the Group's management and operational divisions, further details of which are set out the Prospectus
Restricted Territories	the United States, Canada, Japan, Australia, the Republic of Ireland and the Republic of South Africa and any other jurisdiction where the extension or availability of the Placing and Open Offer would breach any applicable law and Restricted Territory means any one of them Qualifying Certificated Shareholders
Rule 9	Waiver the waiver agreed by the Panel and to be approved by the Shareholders of the obligation that would otherwise fall upon IAML pursuant to Rule 9 as a result of the issue to them of New Ordinary Shares on their participation in the Placing and Open Offer
Rule 9 Waiver	the waiver agreed by the Panel and to be approved by the Shareholders of the obligation that would otherwise fall upon IAML pursuant to Rule 9 as a result of the issue to them of New Ordinary Shares on their participation in the Placing and Open Offer
Shareholders	holders of Ordinary Shares
Stobart or Company	Stobart Group Limited, a limited company incorporated in Guernsey and registered with number 39117
Subsidiaries	the subsidiaries of the Company listed in the Prospectus and all other subsidiaries of the Company
UKLA	the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA a share or shares recorded on the register of members as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
United States or USA	the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and any other area subject to its jurisdiction
WADI	WADI Properties Limited, a limited company incorporated in England and registered with number 6300151
Westbury	Westbury Properties Limited, a limited company incorporated in Guernsey and registered with number 39089
Westbury Option	the option to be granted by WADI to the Company pursuant to the Westbury Option Agreement by means of the acquisition of the entire issued share capital of Westbury from WADI
Westbury Option Agreement	the option agreement between WADI, the Company, William Andrew Tinkler and William Stobart, dated 21 April 2011 in respect of the Westbury Option details of which are set out in the Prospectus

 

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