Rights Issue
Porvair PLC
30 May 2001
30 May 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF IRELAND
PORVAIR PLC
3 FOR 7 RIGHTS ISSUE AT 260 PENCE PER SHARE TO RAISE £28.7 MILLION
Porvair plc, the materials science group, announces that it is to raise
approximately £27.3 million, net of expenses, by way of a 3 for 7 Rights Issue
at 260 pence per share.
The net proceeds of the Rights Issue will be used to reduce borrowings, the
majority of which were incurred in funding recent acquisitions. Following the
Rights Issue, pro forma net borrowings will be £5.2 million. The Rights Issue
will provide Porvair with the flexibility to take advantage of acquisition
opportunities which the Directors expect to arise for the ongoing development
of its business whilst continuing to invest at substantially increased levels
in support of its promising fuel cell technology.
The Rights Issue has been fully underwritten by Close Brothers and Beeson
Gregory.
The Directors (other than the Non-executive Chairman) have irrevocably
undertaken to take up their rights in full. The Chairman intends to sell
sufficient rights, nil paid, to enable him to subscribe for the balance of his
entitlement.
Dealings in the New Ordinary Shares are expected to commence, nil paid, at
8.00 am on 18 June 2001.
The latest time and date for acceptance and payment in full under the Rights
Issue is expected to be 3.00 pm on 10 July 2001.
Ben Stocks, Chief Executive of Porvair, commented:
'Porvair is a materials science group that is developing both organically and
by acquisition. Funds from the rights issue will enable us to continue our
growth and sustain the development of our promising fuel cell materials
technologies.'
Enquiries
Porvair plc Tel: 01553 761111
Ben Stocks, Chief Executive
Mark Moran, Finance Director
Close Brothers Corporate Finance Limited Tel: 020 7655 3100
Andrew Cunningham
Michael Dubois
Beeson Gregory Limited Tel: 020 7488 4040
Chris Callaway
Buchanan Communications Tel: 020 7466 5000
Charles Ryland
Catherine Miles
This announcement is issued by Porvair plc and the Directors of Porvair plc
are the persons responsible for the information contained in this
announcement. Close Brothers Corporate Finance Limited, which is regulated by
the Securities and Futures Authority has approved this announcement for the
purposes of section 57 of the Financial Services Act 1986. Close Brothers
Corporate Finance Limited is acting for Porvair plc and for no-one else in
relation to the Rights Issue and will not be responsible to any other person
for providing the protections afforded to its customers or for providing
advice in relation to the Rights Issue. The contents of this press
announcement do not constitute an offer or invitation to acquire shares in
Porvair plc.
30 May 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF IRELAND
PORVAIR PLC
3 FOR 7 RIGHTS ISSUE AT 260 PENCE PER SHARE TO RAISE £28.7 MILLION
Introduction
The Board of Porvair announces that the Company is to raise approximately £
27.3 million net of expenses by way of a 3 for 7 rights issue of up to
11,041,094 New Ordinary Shares at 260p per share. The Rights Issue has been
fully underwritten by Close Brothers and Beeson Gregory.
The Rights Issue is conditional, inter alia, on the passing of the resolutions
to be proposed at an extraordinary general meeting to be held at Riverside
Industrial Estate, Estuary Road, King's Lynn, Norfolk PE30 2HS at 9.00 am on
15 June 2001 to increase the Company's authorised share capital and to grant
the Directors authority to allot shares. A second extraordinary general
meeting is to be held at Riverside Industrial Estate, Estuary Road, King's
Lynn, Norfolk PE30 2HS at 9.00 am on 22 June 2001 to disapply statutory
pre-emption rights. The Rights Issue is not conditional on the passing of this
resolution.
A prospectus, giving details of the Rights Issue, is being published by
Porvair and despatched to Shareholders today.
Background to and reasons for the Rights Issue
Porvair's strategy is to identify and develop materials technologies that
display clear technical edge, strong market position and significant potential
for profitable growth.
In Porvair's Annual Report and Accounts for the year ended 30 November 2000,
the Company set out its strategic outlook for 2001, describing the year ahead
as being one of transition. It undertook to increase research and development
expenditure substantially in support of promising materials technology
applicable to fuel cell development.
This evolutionary change of strategic emphasis prompted a review of the
Group's investment and development programmes, with the intention of
identifying those areas of the business best positioned for organic and
acquisitive growth and those areas best positioned to maximise shorter term
profit and cash generation.
During the current year, Porvair has made the following acquisitions in
identified growth areas of the business:
Date Company Total Form of consideration
acquisition
cost
27 February Engineered US$5.4 million Cash
2001 Ceramics
21 March Sympatex (25 per £2.2 million* Cash
2001 cent. stake)
26 March Microfiltrex £12.3 million Cash
2001
1 May 2001 2Fi £7.5 million Cash, unsecured loan notes and
ordinary shares in PTL
* This figure includes a loan of Euro 1.6 million (£1.0 million) to Sympatex.
Porvair has funded the cash consideration payable in respect of the
Acquisitions, together with the associated costs, through bank borrowings
which include a bridge facility for £16 million which expires on 31 March
2002. The net proceeds of the Rights Issue will be used to reduce these
borrowings and to repay the bridge facility in full. Porvair will have pro
forma net borrowings of £5.2 million following the Rights Issue.
The capital structure of the Group following the Rights Issue will provide the
Company with flexibility to take advantage of acquisition opportunities which
Porvair expects to arise for the ongoing development of its business whilst
continuing to invest at substantially increased levels in support of promising
fuel cell technology. A number of such potential opportunities are currently
being investigated by the Company. It is not possible to foretell with any
certainty whether any of these opportunities might result in a transaction or,
if they do, within what timescale such a transaction might take place.
The Acquisitions
Engineered Ceramics
Engineered Ceramics was an operating business unit of General Signal
Technology Corporation, a subsidiary of SPX Corporation, the business and
assets of which were acquired by Selee on 27 February 2001 at a cost of US$5.4
million in cash.
Engineered Ceramics is a US-based manufacturer of high performance products
for the molten metal and thermal processing industries. It has a strong
position in supplying the investment casting industry, a market in which
Porvair's subsidiary Selee has a fast growing presence. Engineered Ceramics
will be operated by Selee. Porvair expects that combining Engineered Ceramics'
product base with Selee's sales force and new materials pipeline will enable
the Company to continue to grow in this market. Financial, administrative and
information systems have already been successfully integrated into Selee.
Commercial integration is progressing well and Porvair is investigating
several potential opportunities to utilise the skill bases of Selee and
Engineered Ceramics for the benefit of the combined business.
Engineered Ceramics' unaudited management accounts for the year ended 31
December 2000 showed profit before interest and tax of US$0.9 million on
turnover of US$5.6 million. Net assets were US$1.5 million at that date.
Sympatex
Porvair acquired a 25 per cent. stake in Sympatex on 21 March 2001 for Euro
1.7 million (£1.2 million) (including expenses) in cash and at the same time
provided a loan of Euro 1.6 million (£1.0 million) to Sympatex on which
interest is receivable at a commercial rate. Porvair has the right to one seat
on a four-seat supervisory board and holds 25 per cent. of the voting rights.
The remaining 75 per cent. of Sympatex is owned by Ploucquet, a leading
European textile, lamination and specialist clothing manufacturer, which
acquired Sympatex with effect from 1 January 2001.
Sympatex is a supplier of windproof, waterproof and breathable membranes under
the Sympatex brand name for use in weather resistant clothing and shoes.
Sympatex has a leading market share in German-speaking Europe and is a key
competitor to Gore-Tex worldwide. The Directors expect that the combination
of Sympatex's brand strength and marketing reach with Ploucquet's textile and
lamination expertise and Porvair's proven membrane technology will strengthen
Sympatex's competitive position and accelerate its development. Under the
terms of a shareholding agreement, Porvair will undertake new product
development programmes for Sympatex and will supply any resulting products.
Moreover, Porvair has the right to licence the Sympatex brand name for its own
products.
Porvair views this acquisition as a significant step forward for its membranes
business, offering a clear route to market for new product development and an
enhanced focus on windproof/waterproof/breathable technology. This has
accelerated progress in the simplification of the Group's membranes operation.
Marginal product lines will cease production in 2001, thereby reducing cost
and complexity and freeing cash resources.
As announced on 10 April 2001, a one-time cost of approximately £3.0 million,
primarily associated with the write down of assets used in the production of
redundant products, has been incurred as an exceptional item during the six
months ending 31 May 2001.
Microfiltrex
Microfiltrex was acquired by PTL on 26 March 2001 from Fairey Group plc (now
renamed Spectris plc) at a cost of £12.3 million in cash. The acquisition was
the first step in the formation of a new high-quality specialist filtration
business, to be named Porvair Filtration Group, which is described in more
detail below.
Microfiltrex designs, manufactures and markets custom microfiltration and
separation systems for demanding environments. It operates at the high
performance end of the filtration market, focusing on high specification,
bespoke solutions for its customers. Microfiltrex serves customers in
technologically demanding industries, primarily aerospace and defence,
electric power generation and fine chemicals.
In its audited statutory accounts for the year ended 31 December 2000,
Microfiltrex reported profit before interest and tax of £1.3 million on
turnover of £8.4 million. Net assets were £0.2 million at that date.
2Fi
2Fi was acquired by PTL on 1 May 2001 from the 2Fi Managers and 3i at a cost
of £7.5 million. The consideration was satisfied by the payment of
approximately £1 million (principally to 3i) in cash, £1.5 million in
unsecured loan notes and the issue of, in aggregate, 3,823,620 A ordinary
shares in PTL (representing 21 per cent. of the issued share capital of PTL)
to the 2Fi Managers. The acquisition marked the second step in the formation
of Porvair Filtration Group.
2Fi designs, manufactures and markets custom microfiltration and separation
systems for demanding environments, primarily for chemical, general industrial
and pharmaceutical markets. It was founded in 1993 by the 2Fi Managers, two of
whom were previously employees of Microfiltrex, and has grown rapidly since
this time. It has a wide product base and excellent technical expertise.
In its audited statutory accounts for the year ended 31 October 2000, 2Fi
reported profit before interest and tax of £0.8 million on sales of £6.0
million. Net assets were £1.5 million at that date.
Porvair Filtration Group
Porvair is in the process of integrating Microfiltrex and 2Fi with its
existing UK-based filtration business, PTL, to create a new specialist
filtration business to be named Porvair Filtration Group. Porvair expects that
the combination of Microfiltrex's excellent reputation and market position,
the proven entrepreneurial skill and market knowledge of 2Fi's management and
Porvair's microporous materials expertise and financial discipline will
position the new business as a leading specialist filtration operation.
Porvair Filtration Group will be managed by the 2Fi Managers. They hold, in
aggregate, 21 per cent. of the issued share capital of PTL, which will form
the holding company for Porvair Filtration Group and, as part of their
incentive plan, will have the opportunity to increase their holdings by
approximately a further 3 per cent., in aggregate, if certain performance
targets are achieved. The 2Fi Managers have agreed not to dispose of any
shares in PTL for a period of three years.
The combination of businesses to form the Porvair Filtration Group will
provide additional benefits in the following areas:
- product range: a broader product range can be sold through a
centrally managed sales force;
- markets: 2Fi is strong in the UK, while Microfiltrex generates 30
per cent. of sales in the US where Porvair has a strong infrastructure;
- costs: a single management team will remove unnecessary duplication;
- materials: input costs will be reduced by the development of
filtration media within the Enlarged Group; and
- new product development: Porvair expects that access to the enhanced
range of technologies offered by the Enlarged Group coupled with incentivised
management will enable Porvair Filtration Group to develop exciting new
products and applications.
Porvair Fuel Cell Technologies
Porvair has a strong position in the development of fuel cell components
through its division, Porvair Fuel Cell Technologies, which is engaged
actively in the licensing and development of new materials for specific use in
challenging fuel cell environments. Porvair's materials are concerned with the
control of heat, catalysis and moisture in fuel cell systems.
In 2001, Porvair has undertaken to increase substantially its research and
development expenditure in support of promising fuel cell materials
technology. The majority of Porvair's research and development expenditure in
the current financial year is expected to be attributable to fuel cell
activities. The technical programme associated with this expenditure consists
of fourteen specific projects. Commercial progress is encouraging with 39
sampling/development programmes in place to date.
One of the fourteen projects has involved identifying other relevant materials
sciences. Porvair has made exciting progress here, and in April 2001 agreed a
licence with Oak Ridge National Laboratory, a US government funded energy
research body. The licence relates to a patent-protected porous carbon
composite mouldable bi-polar plate which will undergo trials for use in Proton
Exchange Membrane fuel cell stacks. It is an excellent strategic fit and
complements Porvair's existing MetPore (Trademark) fuel cell technology and
advanced ceramics manufacturing capabilities. Porvair's exclusive access to
this intellectual property will strengthen its position in the developing fuel
cell market.
The Enlarged Group
The effect of the Acquisitions is to position Porvair as a materials
technology group focused in the areas of filtration media and membranes
technology through three principal operations with both scale and focus and
fuel cell technology through an investment programme with exciting medium to
long-term opportunities:
Selee
Selee, as enlarged by the acquisition of Engineered Ceramics, is North
America's leading producer of open-pore ceramic foam for molten metal
filtration applications.
Membranes
Membranes, as enlarged by the acquisition of the 25 per cent. stake in
Sympatex, is a producer of polyurethane membranes under the Permair, Porelle,
Sealskinz and Sympatex brands.
Porvair Filtration Group
Porvair Filtration Group will be a specialist vertically integrated business
providing customised filtration solutions for demanding environments.
Porvair Fuel Cell Technologies
Porvair Fuel Cell Technologies is a developer and manufacturer of componentry
for fuel cell, fuel reformation and allied applications.
Other businesses
In addition, Porvair has two smaller profitable businesses focusing on ceramic
moulds and assay equipment for the life sciences market.
Current trading and profit forecast
The Group is trading in line with market expectations and the Board remains
confident of the prospects for the Group in the current financial year.
Simplification of the Group's membranes activities to maximise profit and cash
generation potential is under way and will reduce its contribution this year.
Progress in relation to the Group's fourteen fuel cell projects has been
encouraging and the Board expects to make further advances in this area during
the course of the year.
Recent additions to the Group have started strongly.
The Board expects that group operating profit on continuing activities before
research and development expenditure, goodwill amortisation and exceptional
items for the six months ending 31 May 2001 will be approximately £3.7million
(2000: £3.4 million) and that loss before tax for the Group (after research
and development expenditure, goodwill amortisation, exceptional items and
interest) will be approximately £3.0 million for the same period (2000: profit
£1.0 million).
Details of the Rights Issue
The Company proposes to raise approximately £27.3 million net of expenses by
issuing up to 11,041,094 New Ordinary Shares at 260p per share payable in full
on acceptance by way of the Rights Issue which will be made on the following
basis:
3 New Ordinary Shares for every 7 existing Ordinary Shares
held by Shareholders on the Record Date and so in proportion for any other
number of Ordinary Shares then held. Entitlements to New Ordinary Shares will
be rounded down to the nearest whole share and shares representing fractional
entitlements will not be allotted. The New Ordinary Shares will, when paid for
in full, carry the right to receive in full any dividends and distributions
declared, paid or made after the date of this announcement and will otherwise
rank pari passu in all respects with the existing issued Ordinary Shares.
The Rights Issue has been fully underwritten by Close Brothers and Beeson
Gregory. Any New Ordinary Shares not taken up under the Rights Issue will be
issued to persons procured by Beeson Gregory as subscribers or failing that to
Close Brothers and Beeson Gregory in equal proportions pursuant to the
Underwriting Agreement.
Application has been made to the UK Listing Authority and to the London Stock
Exchange respectively for the New Ordinary Shares to be admitted to the
Official List in nil paid form and to trading on the London Stock Exchange's
market for listed securities in nil paid form.
The Rights Issue is conditional, inter alia, on the Resolutions being passed
at the First Extraordinary General Meeting, Admission taking place not later
than on 18 June 2001 (or such later time and date as the Underwriters and the
Company may agree, not being later than 26 June 2001) and the Underwriting
Agreement not being terminated in accordance with its terms at any time prior
to Admission. It is expected that Admission will occur and that dealings in
the New Ordinary Shares, nil paid, will commence on 18 June 2001.
It is expected that the latest time and date for acceptance and payment in
full in respect of the Rights Issue will be 3.00 pm on 10 July 2001.
The Provisional Allotment Letter that will be sent to Qualifying Shareholders
following the passing of the Resolutions will indicate the number of New
Ordinary Shares provisionally allotted to each such Qualifying Shareholder
pursuant to the Rights Issue and for which he or she is entitled to subscribe
and contain instructions regarding acceptance, payment, renunciation,
splitting and registration.
Extraordinary General Meetings
The First Extraordinary General Meeting will be held at 9.00 am on 15 June
2001 and the Second Extraordinary General Meeting will be held at 9.00 am on
22 June 2001. Resolutions will be proposed at the First Extraordinary General
Meeting to:
1. increase the authorised share capital of the Company from
£688,000 to £1,500,000 (an increase in authorised share capital of 118 per
cent.) by the creation of 40,600,000 new Ordinary Shares; and
2. authorise the Directors to allot relevant securities up to
an aggregate nominal amount of £466,180 (amounting to the New Ordinary Shares
plus one third of the issued ordinary share capital following the Rights
Issue) pursuant to section 80 of the Act, such authority to expire on 14 June
2006.
The Rights Issue is conditional upon the passing of the Resolutions.
The Second Extraordinary General Meeting has been convened to maintain
Porvair's flexibility to issue shares for cash following the Rights Issue,
within the limits recommended by the Association of British Insurers. A
resolution will be proposed at the Second Extraordinary General Meeting to
disapply the statutory pre emption rights contained in section 89 of the Act
in relation to pre-emptive issues and issues for cash not exceeding an
aggregate nominal value of £36,804 (amounting to 5 per cent. of the issued
ordinary share capital of the Company following the Rights Issue), such
authority to expire on 21 June 2006.
Directors' intentions
The Directors (other than the chairman), are entitled to subscribe for a
maximum of 22,927 New Ordinary Shares and have irrevocably undertaken to take
up their rights in full.
The Chairman intends to sell sufficient of his rights, nil paid, to enable him
to subscribe for the balance of his entitlement, after providing for estimated
costs and taxation.
Expected timetable of principal events
Record date for the Rights Issue 8 June 2001
Last time and date for receipt of the blue Form of Proxy in 9 am on 13
respect of the First Extraordinary General Meeting June 2001
First Extraordinary General Meeting 9 am on 15
June 2001
Provisional Allotment Letters despatched 15 June 2001
Admission occurs and dealings in New Ordinary Shares commence, 18 June 2001
nil paid
Last time and date for receipt of the white Form of Proxy in 9 am on 20
respect of the Second Extraordinary General Meeting June 2001
Second Extraordinary General Meeting 9 am on 22
June 2001
Latest time and date for splitting Provisional Allotment Letters 3.00 pm on 5
July 2001
Latest time and date for acceptance and payment in full and 3.00 pm on 10
registration of renunciation July 2001
Dealings commence in the New Ordinary Shares, fully paid 11 July 2001
Crediting of CREST accounts with New Ordinary Shares 20 July 2001
Certificates for New Ordinary Shares despatched by 20 July 2001
Definitions
'2Fi' 2Fi Holdings Limited, acquired by PTL on 1 May 2001 from the
2Fi Managers and 3i Group plc
'2Fi Managers' John Sexton, David Amey and James Robinson
'Act' Companies Act 1985, as amended by the Companies Act 1989 and
every statutory modification or re-enactment thereof for the
time being in force
'Admission' the admission of the New Ordinary Shares, nil paid, to the
Official List becoming effective in accordance with the
Listing Rules and admission of the New Ordinary Shares, nil
paid, to trading on the London Stock Exchange's market for
listed securities becoming effective in accordance with the
Admission and Disclosure Standards
'Acquisitions' the acquisitions of Microfiltrex, 2Fi, Engineered Ceramics
and a 25 per cent. stake in Sympatex
'Beeson Gregory' Beeson Gregory Limited, stockbroker, listing agent and joint
underwriter to the Company, of The Registry, Royal Mint
Court, London EC3N 4LB
'Close Brothers' Close Brothers Corporate Finance Limited, sponsor and
financial adviser to the Company or, in the context of the
Underwriting Agreement, Close Brothers Limited, joint
underwriter to the Company, (as the context requires) both
of 10 Crown Place, London EC2A 4FT
'CREST' the system operated by CRESTCo Limited in accordance with
which securities may be held and transferred in
uncertificated form
'Directors' or the directors of the Company
'Board'
'Engineered an operating business unit of General Signal Technology
Ceramics' Corporation, a subsidiary of SPX Corporation, the business
and assets of which were acquired by Selee on 27 February
2001
'Enlarged Group' the Group, as enlarged by the Acquisitions
'Extraordinary the First Extraordinary Meeting and the Second Extraordinary
General Meetings' General Meeting
'First the extraordinary general meeting of the Company to be held
Extraordinary at 9.00 am on 15 June 2001
General Meeting'
'Forms of Proxy' the blue form of proxy for use in respect of the First
Extraordinary General Meeting and the white form of proxy
for use in the Second Extraordinary General Meeting, both of
which are enclosed with this document
'Group' the Company and its subsidiary undertakings
'Listing Rules' rules and regulations made by the UK Listing Authority under
Part IV of the Financial Services Act 1986 (as amended from
time to time)
'London Stock London Stock Exchange plc
Exchange'
'Microfiltrex' Fairey Microfiltrex Limited, acquired by PTL on 26 March
2001 from Fairey Group plc
'New Ordinary up to 11,041,094 new Ordinary Shares to be issued pursuant
Shares' to the Rights Issue
'Official List' the Official List of the London Stock Exchange
'Ordinary Shares' ordinary shares of 2p each in the capital of the Company
'Ploucquet' C.F. Ploucquet GmbH & Co
'Porvair' or Porvair plc
'the Company'
'Porvair the new filtration business to be formed from the
Filtration Group' integration of Microfiltrex, 2Fi and Porvair's existing
UK-based filtration business
'Porvair Fuel Cell Porvair Fuel Cell Technology Inc., a wholly owned subsidiary
Technologies' of Porvair
'Provisional the renounceable provisional allotment letter to be sent to
Allotment Letter' each Qualifying Shareholder for use in connection with the
Rights Issue
'PTL' Porvair Technology Limited, the company through which
Porvair's existing UK-based filtration business is
conducted, which will act as the holding company for Porvair
Filtration Group
'Qualifying the holders of existing Ordinary Shares on the register of
Shareholders' members of the Company on the Record Date other than certain
overseas Shareholders
'Record Date' the close of business on 8 June 2001, or such later date as
the Company shall announce
'Resolutions' the ordinary resolutions to be proposed at the First
Extraordinary General Meeting
'Rights Issue' the proposed issue, by way of rights, of New Ordinary Shares
to Qualifying Shareholders on the terms and subject to the
conditions described in this document and the Provisional
Allotment Letter
'Second the extraordinary general meeting of the Company to be held
Extraordinary at 9.00 am on 22 June 2001
General Meeting'
'Selee' Selee Corporation, a wholly owned subsidiary of Porvair
'Shareholder' a holder of Ordinary Shares
'Sympatex' Sympatex Technologies GmbH, a 25 per cent. stake in which
was acquired by Porvair on 21 March 2001
'UK' the United Kingdom of Great Britain and Northern Ireland
'UK Listing the Financial Services Authority acting in its capacity as
Authority' the competent authority for the purposes of Part IV of the
Financial Services Act 1986
'Underwriters' Close Brothers Limited and Beeson Gregory
'Underwriting the conditional agreement dated 30 May 2001 between the
Agreement' Company, Close Brothers and Beeson Gregory relating to the
underwriting of the Rights Issue
Enquiries
Porvair plc Tel: 01553 761111
Ben Stocks, Chief Executive
Mark Moran, Finance Director
Close Brothers Corporate Finance Limited Tel: 020 7655 3100
Andrew Cunningham
Michael Dubois
Beeson Gregory Limited Tel: 020 7488 4040
Chris Callaway
Buchanan Communications Tel: 020 7466 5000
Charles Ryland
Catherine Miles
This announcement is issued by Porvair plc and the Directors of Porvair plc
are the persons responsible for the information contained in this
announcement. Close Brothers Corporate Finance Limited, which is regulated by
the Securities and Futures Authority has approved this announcement for the
purposes of section 57 of the Financial Services Act 1986. Close Brothers
Corporate Finance Limited is acting for Porvair plc and for no-one else in
relation to the Rights Issue and will not be responsible to any other person
for providing the protections afforded to its customers or for providing
advice in relation to the Rights Issue. The contents of this press
announcement do not constitute an offer or invitation to acquire shares in
Porvair plc.