Further re Acquisition Update

RNS Number : 5023Y

Darwen Holdings PLC

07 July 2008

 



Darwen Holdings plc

(the 'Company')

Further re Acquisition Update

Since the publication of the Company's Admission Document and announcement on 20 June 2008, the Existing Directors and the Proposed Director (the 'Directors') have noted the recent decline in the Company's share price and know of no reason within the business for the decline.  

Noting the Company's share price and stock market conditions more broadly, the Directors have decided to amend the terms of the Placing so that the revised placing price is 30 pence per Ordinary Share. Details of the Placing (as amended) and the terms of certain other material contracts varied since the date of the Admission Document can be found in the supplementary admission document ('Supplementary Admission Document') which will today be posted to shareholders. The details of the Placing (as amended) are set out below:

Details of the Placing

The Placing now comprises the placing of 53,333,333 Placing Shares by the Company at the revised Placing Price to raise gross proceeds of £16 million.  In addition, 5,833,333 Consideration Shares will be issued at the revised Placing Price in respect of the Acquisition.  

As part of the Placing, Roy Stanley has subscribed for 2,000,000 shares, Andrew Brian has subscribed for 166,667 shares and Michael Dunn has subscribed for 33,333 shares.

The increased number of Placing Shares will represent approximately 49.2 per cent. of the Enlarged Share Capital immediately following Admission.

On Admission, at the revised Placing Price, the Company will have a market capitalisation of approximately £33.1 million.

Save as disclosed in the Supplementary Admission Document, there have been no significant changes affecting any matter contained in the Admission Document and no significant new matter has arisen, the inclusion of information in respect of which would have been required to be included in the Admission Document if it had arisen at the time of its preparation.

Commenting on today's news, Chief Executive Andrew Brian said: 

'The current capital market climate is extraordinary, and we are keen to ensure a strong long-term partnership with our investors, so we are revising the terms of the Placing in response to recent conditions. 
 
'The acquisition of Optare remains a transformational deal for the Group and the outlook for the business is strong, particularly given the favourable macro-climate for the public transport industry and the operational progress achieved within the Group to date. The Directors' personal investment in the Placing reinforces our confidence in the future success of the business.'

For further information, please contact:

Darwen Holdings plc Andrew Brian	[phone]
Cenkos Securities plc (Nomad and broker) Stephen Keys/Camilla Hume	[phone]
MC2 (Financial PR)               Sarah Lindgreen/Lauren Jones	[phone]

REVISED PLACING STATISTICS

Number of Existing Ordinary Shares	49,293,145
Number of Placing Shares	53,333,333
Placing Price Per new Ordinary Share	30 pence
Number of Consideration Shares	5,833,333
Estimated Gross Proceeds of the Placing receivable by the Company	£16 million
Estimated net proceeds of the Placing receivable by the Company	£14,973,000
Market capitalisation of the Company at the Placing Price at Admission	£33.1 million
Percentage of Enlarged Share Capital represented by the Placing Shares	48.2%
Percentage of Enlarged Share Capital represented by the Consideration Shares	5.3%

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2008
Record date	20 June
Latest time and date for receipt of Forms of Proxy for the General Meeting	11 July
General Meeting	11 am on 14 July
Admission and commencement of dealings in New Ordinary Shares on AIM	15 July
Where applicable, expected dates for CREST accounts to be credited in respect of the New Ordinary Shares	15 July
Where applicable, expected date of dispatch of definitive share certificates for New Ordinary Shares by	22 July

 

END

 

 

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