Disposal & purchase of shares
Rowe Evans Investments PLC
30 April 2001
Rowe Evans Investments PLC
(the 'Company')
Proposed Acquisition of Shares in Bertam Holdings PLC
The board of directors of Bertam Holdings PLC ('Bertam') has today announced
the terms of proposed mergers with each of Beradin Holdings PLC ('Beradin'),
Padang Senang Holdings PLC ('Padang Senang') and The Singapore Para Rubber
Estates, PLC ('Singapore Para' and, together with Beradin and Padang Senang,
the 'Scheme Companies') to be effected by three separate schemes of
arrangement under the Companies Act 1985 (each a 'Scheme').
The Company has agreed to consent to be bound by the terms of each of the
Schemes so that, if they become unconditional and effective, it will receive
the following under the terms of the respective Schemes:
888,428 shares in Bertam in respect of its current shareholding of 2,933,333
shares in Beradin;
1,059,183 shares in Bertam in respect of its current shareholding of 1,454,000
shares in Padang Senang; and
3,401,460 shares in Bertam in respect of its current shareholding of 4,387,680
shares in Singapore Para.
The Company currently holds 7,657,010 shares in Bertam and, assuming that all
of the mergers are implemented, will hold a total of 13,006,080 Bertam shares,
representing 43.30% of the issued share capital of Bertam as enlarged by the
mergers. It is the current intention of the Company to retain all the shares
in Bertam which it receives under the mergers. Each of the Schemes is subject
to a number of conditions, including approval by relevant shareholders of the
Scheme Company concerned and the sanction of the Court. Bertam has announced
that it expects the Schemes to become effective on 6 July 2001. If any Scheme
does not become effective by 30 September 2001 (or such later date as Bertam
and the relevant Scheme Company may agree) and the Court may allow, the Scheme
will lapse.
The Company, Bertam and each of the Scheme Companies own similar assets
(Malaysian plantation and development land) as well as having common executive
management and shareholdings in each other. The directors of Bertam and the
Scheme Companies have stated that they believe that the proposed mergers will
bring about a number of key benefits, including:
* an enlarged group with a significantly higher market
capitalisation, raising its stock market profile and increasing the level of
its exposure to investor groups;
* increased liquidity in the shares of the enlarged
Bertam;
* anticipated heightened investor interest which should
result in a reduction in the disparity between the market price and the net
asset value per share of the resulting entity;
* creation of a larger and stronger organisation able to
achieve economies of scale and administrative savings.
The book value of the Company's shareholdings in the Scheme Companies is as
follows: £1,457,061 (Beradin), £1,042,176 (Padang Senang), and £3,807,590
(Singapore Para). The pre-tax profit of the Company attributable to its
interest in the Scheme Companies (as reflected in the consolidated accounts of
the Company for the financial year ended 31 December 2000) was £23,697
(Beradin), £562 (Padang Senang) and £136,349 (Singapore Para).
Further information
Rowe Evans Investments PLC
Philip Fletcher, Chairman and Chief Executive 01892 516333
Peter Hadsley-Chaplin, Director