Screen PLC
21 January 2002
21 January 2002
SCREEN PLC: Extraordinary General Meeting; Share Placing
Screen Plc ('Screen' or 'The Company'), a leading provider of advanced security
and communication systems, is to hold an Extraordinary General Meeting on 14
February 2002 to seek shareholder approval for the authority to place further
shares. As planned, Screen is seeking to place up to £2m worth of ordinary
shares, to provide for future working capital requirements for the enlarged
Group following the successful acquisition of Joyce-Loebl Group Ltd ('
Joyce-Loebl').
Joyce-Loebl, the supplier of technology solutions to the defence and transport
markets, was acquired by Screen on 21 December 2001 for a total consideration of
£3.325m.
The acquisition was secured by an initial placing of 4,604,273 ordinary shares
of 1p ('the First Placing'), in accordance with the powers granted to the
Company by its shareholders at the Annual General Meeting on 18 June 2001, at
55p per share. This raised approximately £2.5m before expenses. Screen's
bankers have provided working capital facilities together with a term loan
facility of £1.25 million to part finance the acquisition and associated costs.
The balance of the initial consideration has been funded from the proceeds of
the First Placing.
Shareholder approval will be sought for the enabling resolutions at an
Extraordinary General Meeting, to be held at 11 a.m. on 14 February 2002 at the
offices of Brobeck Hale and Dorr, Alder Castle, 10 Noble Street, London EC2V
7QJ.
Three resolutions will be proposed at the EGM:
1. To increase the authorised capital to £700,000
2. To authorise the Directors to allot the Ordinary Shares created by the
first resolution for the purposes of Section 80 of the Companies Act 1985
(the 'Act').
3. To disapply the statutory pre-emption rights set out in Section
89 of the Act both to enable the Second Placing of those Ordinary
Shares to take place and to restore the headroom granted by shareholders
at the Annual General Meeting on 18 June 2001.
Commenting, Owen Williams, Chairman of Screen said:
'Recent order inflows at Joyce-Loebl confirm the soundness of our acquisition
and are an encouraging indication of the future potential now open to us. We are
already benefiting by introducing products and technologies available from our
other group companies into key European transport projects underway at
Joyce-Loebl. As anticipated, other strategic and exciting opportunities meriting
investment, have been reconfirmed.
'The Directors believe that the Second Placing is in the best interests of the
Company and of Shareholders as a whole. Accordingly the Directors, whose own
legal and beneficial holdings represent approximately 18% of the current issued
share capital of Screen plc, unanimously recommend that Shareholders vote in
favour of the resolutions to be proposed at the EGM.'
ENDS
Background to the acquisition below.
Contacts:
Screen Plc Binns & Co PR Ltd
Owen Williams - Chairman Peter Binns
Tel: 01628 820011 Paul McManus
info@screenplc.com Tel: 020 7786 9600
www.screenplc.com
Background to the acquisition
The range of products assembled by Screen through internal development together
with those acquired over the last two years has significant potential to be
applied to markets adjacent to those previously addressed. Screen formed the
view that an optimum way to address such markets would be to acquire a business
or businesses having strong market presence and channel capability. As a result
of our analysis and subsequent research Screen identified Joyce-Loebl as being
such a company, as its focus is on defence and transport, two market sectors of
keen interest to Screen.
The Joyce-Loebl business was formed 50 years ago and in the audited accounts for
the year ended on 28 July 2001 had revenues of £8.2m and a pre-tax profit of
£0.4m. Pre-tax profit for the same period, excluding exceptional costs
associated with the former owners, which are no longer payable following the
Acquisition, would have been £0.8m. The value of Net Assets acquired was
approximately £3.9m.
Defence
Joyce-Loebl is a long-established supplier of ruggedised computer systems and
other technology based products to the defence market. Screen's existing
products and services are highly relevant to the MoD and other defence
authorities and Screen regards this acquisition as one that will greatly
increase its penetration into this important market, by using Joyce-Loebl's
knowledge and experience of the particular trading requirements of the defence
sector.
Transport
Joyce-Loebl has been active in providing CCTV, electronic information systems
and related technology to the transport market with particular focus on rail
rolling stock through 'in carriage' signage, surveillance and information
displays. The company has made substantial progress in developing Smart Seat
products and related services to rail operators, and Screen's existing
technologies and market skills can help accelerate this progress.
For more information please visit www.screenplc.com
This information is provided by RNS
The company news service from the London Stock Exchange
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