Safeland PLC
18 January 2005
Press Announcement
Safeland Plc 18 January 2004
Recommended proposals relating to the demerger of certain subsidiaries (the '
Demerger')
The board of Safeland plc (the 'Company') announces proposals relating to the
demerger of seven recently formed wholly owned subsidiaries (the 'Subsidiaries
'). The Subsidiaries have been established to act as acquisition vehicles for
suitable business opportunities which may arise in the future. Such business
opportunities will not compete with the business of the Continuing Safeland
Group and will not be restricted to property related opportunities. The
intention is to apply, in due course, for the ordinary share capital of each of
the Subsidiaries to be admitted to trading on AIM.
In order to effect the Demerger, new ordinary shares representing 90 per cent.
of the enlarged issued share capital of each of the Subsidiaries will be
distributed by way of a dividend in specie to Safeland Shareholders. Safeland
will retain a 10 per cent. interest in each of the Subsidiaries following the
Demerger. Each Safeland Shareholder on the register of members on 2 February
2005 will receive a dividend of such Subsidiary Shares on the following basis:
2.5 shares in each Subsidiary for each Safeland Share held on the Demerger
Record Date
and so in proportion for any other number of Safeland Shares held.
Entitlements to Subsidiary Shares will be rounded down to the nearest whole
Subsidiary Share. Each Subsidiary Share will be issued credited as fully paid as
to its nominal value of 0.1p. The gross value of the distribution in specie is
approximately 1.94p per existing issued Safeland Share.
In view of the nature of the Demerger, the fact that Larry Lipman, Errol Lipman
and Paul Davis are directors of the Subsidiaries and that it is intended that
they be granted options over shares in the Subsidiaries, these proposals are
conditional on the approval of Safeland Shareholders, which will be sought at an
Extraordinary General Meeting to be convened at 9.30 a.m. on 2 February 2005,
notice of which is contained in a circular to shareholders posted yesterday.
Copies of the circular are available for viewing at the UK Listing Authority's
document viewing facility which is situated at 25 The North Colonnade, Canary
Wharf, London E14 5HS.
Copies of the circular can be obtained from Safeland plc's registered office at
94-96 Great North Road, London N2 0NL.
-end-
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