Disposal

Boot(Henry) PLC 03 December 2002 Proposed disposal ('Disposal') of Henry Boot Management Limited Introduction The Board of Henry Boot PLC ('Henry Boot' or the 'Group') today announces that Henry Boot has agreed to sell the entire issued share capital of Henry Boot Management Limited ('HBM') to Hedehjem Limited ('Hedehjem'). The total consideration payable by Hedehjem is £5 million in cash of which £3 million is payable in cash on completion and the balance will be paid on a deferred basis in two cash payments of £1,050,000 due on 5 January 2004 and of £950,000 due on 5 January 2005 respectively. Peter Elston, the current Managing Director of HBM will own more than 30 per cent. of the issued share capital of Hedehjem. Consequently, the Disposal will be a related party transaction under the Listing Rules of the UK Listing Authority and as such will require the prior approval of Henry Boot Ordinary Shareholders at an Extraordinary General Meeting ('EGM') of Henry Boot to be held on 19 December 2002. A circular (the 'Circular') containing further details on the Disposal and convening an EGM will be sent to Shareholders today. Words and expressions defined in the Circular shall, unless otherwise defined or where the context otherwise requires, have the same meaning in this announcement. Background to and reasons for the Disposal Henry Boot is a diversified group operating in the fields of housebuilding, property development, land management, building and civil engineering, railtrack engineering, facilities management, plant hire and training. Following a review of business strategy, the Board has concluded that Shareholders' interests would be best served by concentrating management and financial resources on a more focussed portfolio of Group activities. HBM operates in a number of relatively small and diverse areas of activity that are non-core in relation to the Group as a whole. The Board envisages that the Disposal will reduce the risk profile of the Group and allow it to focus on its core activities. The Board has considered a variety of options for HBM and has concluded that the interests of Shareholders will be best served by disposing of HBM to the HBM Management Team at a price significantly in excess of its net assets given the HBM Management Team's intimate knowledge of and enthusiasm for the business, and reportedly low market appetite for acquisitions of this nature. Information on HBM HBM is a specialist construction business which undertakes design-build and fee contracting assignments in both the public and private sectors throughout the UK. In addition, the company also undertakes fitting out and refurbishment contracts for retail and commercial premises, and operates a facilities management business. HBM provides maintenance services to manufacturing businesses through Banner Total Maintenance Limited a wholly owned subsidiary of HBM. HBM also has a 50 per cent. shareholding in Henry Boot Railtech Limited, a small business which provides trackwork services and project management to the rail sector, and supplies synthetic sports surfaces under the name of Henry Boot Du-Mury Sport. Principal terms of the Disposal The total cash consideration payable is £5 million. £3 million of this is payable in cash on Completion and the balance will be paid on a deferred basis in two cash payments of £1,050,000 due on 5 January 2004 and of £950,000 due on 5 January 2005, respectively. Payments of both tranches of deferred consideration are to be secured by way of bank guarantee. HBM will also pay Henry Boot a special dividend of £245,000 immediately prior to Completion. The Disposal is conditional upon the passing of the Resolution at the EGM. A summary of the principal terms of the Disposal Agreement are set out in the Circular. Financial effects of the Disposal HBM had net assets of £2.6 million at 31 December 2001. In the year ended 31 December 2001, HBM reported turnover of £43.1 million and profit before tax of £967,000. HBM had a net debtor balance receivable from the Group of £11.8 million at 31 December 2001, the balance of which will be repaid at Completion to HBM by the Group. As a result of the repayment of this balance, the Disposal is expected to reduce the cash position of the Group in the short term, but will release the Group from HBM's obligations under sub-contract liabilities and contract retentions to which the amount due from the Group largely relates. Extraordinary General Meeting The Disposal is subject to the prior approval of Ordinary Shareholders at an EGM to be held at the offices of DLA in Sheffield at 12 noon on 19 December 2002, notice of which is in the Circular. A Form of Proxy for use in connection with the EGM is enclosed with the Circular. The Resolution will be proposed as an ordinary resolution to approve the Disposal and any non-material variations to the draft Disposal Agreement. Conclusion The Directors of the Group, who have been so advised by KPMG Corporate Finance, consider that the terms of the Disposal are fair and reasonable so far as the Shareholders of Henry Boot are concerned. In providing financial advice in relation to the Disposal, KPMG Corporate Finance has taken into account the Directors' commercial assessment of the Disposal. Recommendation The Directors believe that the Disposal is in the best interests of the Company and of Shareholders as a whole and accordingly unanimously recommend Ordinary Shareholders to vote in favour of the Resolution, as they intend to do in respect of their own personal beneficial holdings amounting to 2,043,133 Ordinary Shares, representing approximately 7.9 per cent. of the issued ordinary share capital of Henry Boot. Peter Elston who has a personal beneficial shareholding of 59,902 Ordinary Shares is unable to vote as a related party and will therefore abstain from voting upon the Resolution at the EGM in respect of those Ordinary Shares, and has undertaken to take all reasonable steps to ensure that his associates abstain from voting upon the Resolution at the EGM, should they have the right to do so. Enquiries: Henry Boot Tel: 0114 255 5444 John S Reis, Chairman Jamie Boot, Chief Executive KPMG Corporate Finance Tel: 0113 231 3000 Bob Bigley KPMG Corporate Finance, a division of KPMG LLP which is authorised by the Financial Services Authority for investment business activities, is acting for the Company as financial adviser in relation to the Disposal and is not acting for any other person in relation to such Disposal. KPMG Corporate Finance will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Disposal. This information is provided by RNS The company news service from the London Stock Exchange

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