Acquisition

Severfield-Rowen PLC 22 August 2007 22 August 2007 Severfield-Rowen Plc This announcement is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction in which the same would be unlawful. This announcement is not an offer of securities in any jurisdiction. Acquisition of Fisher Engineering Limited and Dalton Airfield Estate Limited Severfield-Rowen Plc ('Severfield-Rowen' or the 'Company'), the market leading structural steel group, is pleased to announce that it has agreed to acquire Action Merchants Limited ('AML'), the holding company of Fisher Engineering Limited ('Fisher Engineering'), a constructional steel fabricator (the 'Fisher Acquisition'). In addition, Severfield-Rowen has agreed to acquire Dalton Airfield Estate Limited ('DAEL') which owns the long leasehold title to the Group's headquarters and the freehold title to a little over half of Severfield-Reeve Structures Limited's fabrication facility, both at Dalton Airfield Industrial Estate (together, the Dalton Facility) (the 'Property Acquisition'). The Fisher Acquisition • Severfield-Rowen has agreed to buy AML, the holding company of Fisher Engineering, for a total consideration of approximately £90 million, of which £36.6 million will be satisfied by the issue of 1,750,000 new Shares at approximately 2,089 pence each with the balance in cash • Fisher Engineering is a leading construction steel fabricator based near Enniskillen, Northern Ireland with a strong client base and focus on delivering high value projects, which will be an excellent fit with Severfield-Rowen • The Fisher Acquisition will extend Severfield-Rowen's leading market position in the UK and give Severfield-Rowen a stronger presence in the growing Irish steel fabrication market • The increased scale created by the Fisher Acquisition should allow for economies of scale • Fisher Engineering has a robust order book of good quality business which, together with Severfield-Rowen, gives a current forward order book in excess of £300 million for the Enlarged Group • Fisher Engineering's experienced management team will further strengthen the Severfield-Rowen executive management team • The Directors expect that the Fisher Acquisition will be significantly earnings enhancing before amortisation of intangibles in the first full year post acquisition* and the return on investment is expected to exceed Severfield-Rowen's current cost of capital The Property Acquisition • The Company is proposing to acquire DAEL, which owns the long leasehold title to the Group's headquarters and the freehold title to a little over half of Severfield-Reeve Structures Limited's fabrication facility, both at Dalton Airfield Industrial Estate, for a total cost to the Company of £23.5 million, comprising cash consideration of approximately £14.9 million and the assumption by the Company of a term loan of approximately £8.6 million • The Property Acquisition is a related party transaction as a result of the DAEL Sellers' connection with the Company. Five of the DAEL Sellers are Directors of the Company, one of them is a former Director and one of them is a director of a subsidiary of the Company • The DAEL Sellers wish to dispose of their interest in the Dalton Facility and the Independent Directors feel that it is in the best interests of Shareholders for the Company to regain control of this facility • The Company is, as a result of its development in recent years, now in a financial position to be able to repurchase this key asset • The Property Acquisition will enable Severfield-Rowen to re-acquire ownership of the land thereby ensuring full flexibility for the use of the site in the future • The Property Acquisition is expected to be broadly earnings neutral* Both the Fisher Acquisition and the Property Acquisition are subject to Shareholder approval with the acquisitions expected to be completed in early Autumn. Severfield-Rowen Chairman, Peter Levine, commented: 'We are delighted to announce the acquisition of Fisher Engineering, a quality business which we respect. With its strong client base, robust order book and focus on good quality business, Fisher Engineering is an excellent fit with Severfield-Rowen. The combination of Severfield-Rowen and Fisher Engineering will increase our scale and further strengthen our offering to clients at a time when we are seeing significant demand for the Group's structural steelwork projects. The Fisher Acquisition marks the next step in the Group's growth strategy and reflects our confidence in the future underpinned by a combined order book in excess of £300 million.' Fisher Engineering Joint Managing Directors, Ian Cochrane and Ernie Fisher commented: 'We are looking forward to joining the Severfield-Rowen group and enjoying the benefits of greater economies of scale and investment. We have known Severfield-Rowen for many years as a respected competitor and now look forward to working with them going forward.' *This statement should not be interpreted to mean that Severfield-Rowen's earnings per share for the current or future financial years will necessarily match or exceed the historic published earnings per share AN ANALYST CONFERENCE CALL WILL BE HELD THIS MORNING AT 12.00 NOON. THE DIAL IN NUMBER IS 01452 542 303 AND THE CONFERENCE ID IS 13594295. PARTICIPANTS CAN ACCESS A PRESENTATION THAT WILL ACCOMPANY THE CALL THROUGH THE COMPANY'S WEBSITE www.sfrplc.co.uk Enquiries: Severfield-Rowen Plc Peter Levine 0207 493 7888 Tom Haughey 01845 577 896 Keith Elliot 01845 577 896 Hoare Govett Limited Ranald McGregor-Smith 020 7678 8000 John MacGowan Stephen Bowler Financial Dynamics Richard Mountain 020 7269 7291 Susanne Yule 22 August 2007 Severfield-Rowen Plc Acquisition of Fisher Engineering Limited and Dalton Airfield Estate Limited Introduction Severfield-Rowen Plc ('Severfield-Rowen' or the 'Company'), the market leading structural steel group, is pleased to announce that it has agreed to acquire Action Merchants Limited, the holding company of Fisher Engineering Limited (' Fisher Engineering'), a constructional steel fabricator (the 'Fisher Acquisition'). In addition, Severfield-Rowen has agreed to acquire Dalton Airfield Estate Limited ('DAEL') which owns the long leasehold title to the Group's headquarters and the freehold title to a little over half of Severfield-Reeve Structures Limited's fabrication facility, both at Dalton Airfield Industrial Estate (together, the Dalton Facility) (the 'Property Acquisition'). The Fisher Acquisition and the Property Acquisition are conditional upon, inter alia, the approval of Severfield-Rowen Shareholders, which is to be sought at an Extraordinary General Meeting (the 'EGM'). A circular with further details of the acquisitions will be sent to Shareholders as soon as possible. Information on the Fisher Acquisition Information on Fisher Engineering Fisher Engineering, a construction steel fabricator, is involved in the steelwork industry focusing on larger projects, principally in Ireland. The company was incorporated in 1974 and had 240 employees as at 31 December 2006. Fisher Engineering operates from a 21,000 square-metre workspace at Ballinamallard, near Enniskillen, Northern Ireland, with an annual capacity in excess of 25,000 tonnes. Fisher Engineering's modern production methods allow it to meet the specifications of many leading corporations such as Intel, Wyeth Medica and Pfizer. They have also constructed major industrial projects for the Quinn Group, in both Ireland and the UK mainland. Key projects currently in progress include Victoria Square Belfast, The Point District Centre Dublin, The National Conference Centre in Dublin and Kingsgate Shopping Centre in Dunfermline. Fisher Engineering has a strong client base and a robust order book. The Company and Fisher Engineering respect each other as competitors. Fisher Engineering's management team has considerable experience, it is led by Ernie Fisher, Managing Director, Ivan Fisher, Works Director, Ian Cochrane, Project Director, Wesley Knox, Financial Director and Brian Keys, Associate Production Director. Following Fisher Completion, Ernie Fisher and Ian Cochrane will be joint managing directors of Fisher Engineering and Ian will also join Severfield-Rowen's board of directors. Ivan Fisher will remain as Works Director, Wesley Knox as Financial Director and Brian Keys will be Production Director. Ian Cochrane will enter into a new service agreement with Fisher Engineering with effect from and conditional upon Fisher Completion. He will be appointed as Managing Director of Fisher Engineering and will be a director of both Fisher Engineering and Severfield-Rowen. In common with the other executive Directors, Ian Cochrane will be employed on a rolling 12 month basis. Financial Information on Fisher Engineering * £'000s 31 December 2004 31 December 2005 31 December 2006 Turnover 49,001 43,835 35,425 Profit before tax 16,344 14,165 10,290 Profit after tax 11,481 9,914 7,228 Net assets** 10,507 13,420 13,648 Gross assets** 20,419 22,463 22,412 Notes: *Extracted from the signed annual reports prepared under UK GAAP and the accounting policies of Fisher Engineering for each relevant year. **The assets stated exclude additional land of £1.5 million acquired as part of the Fisher Acquisition. Following on from the strong results of Fisher Engineering in 2004, revenue for the year ended 31 December 2005 was reduced as activity on three large contracts decreased. In the year ended 31 December 2006 a major contract in which Fisher Engineering had invested significant resource experienced slippage as a result of delay in the project securing planning permission. Margins modestly suffered as a result of the re-allocation of stock to lower margin contracts that were subsequently undertaken at short notice. Fisher Engineering has now commenced this project and it is expected to be substantially complete in the current financial year. Fisher Engineering has a robust order book of good quality business which, together with Severfield-Rowen, gives a current forward order book in excess of £300 million for the Enlarged Group. Background to and reasons for the Fisher Acquisition The Company and Fisher Engineering respect each other as competitors. The Directors believe that the Fisher Acquisition will deliver the following benefits to the Group: • The addition of a strong client base and focus on delivering high value projects • The Fisher Acquisition will extend Severfield-Rowen's leading market position in the UK and give Severfield-Rowen a stronger presence in the growing Irish steel fabrication market • The increased scale created by the Fisher Acquisition should allow for economies of scale • Fisher Engineering has a robust order book of good quality business which, together with Severfield-Rowen, gives a current forward order book in excess of £300 million for the Enlarged Group • Fisher Engineering's experienced management team will further strengthen the Severfield-Rowen executive management team • The Directors expect that the Fisher Acquisition will be significantly earnings enhancing before amortisation of intangibles in the first full year post acquisition* and the return on investment is expected to exceed Severfield-Rowen's current cost of capital Principal terms of the Fisher Acquisition The Fisher Acquisition Agreement provides for the acquisition by the Company of all of the issued share capital of Action Merchants Limited, the holding company of Fisher Engineering Limited, for an aggregate consideration of approximately £90 million, of which £36.6 million will be satisfied by the issue to the Fisher Sellers of 1,750,000 new Shares at approximately 2,089 pence per share, being the average of the middle market price of the Shares for the five Business Days immediately prior to the date of the Fisher Acquisition agreement, with the balance of £53.4 million to be paid in cash. Ian Cochrane and Wesley Knox have each entered into lock-in agreements with the Company. Further details are included in the paragraph below entitled 'Lock-in Arrangements'. Completion of the Fisher Acquisition is conditional, inter alia, on Severfield-Rowen Shareholder consent, Admission of the 1,750,000 new Shares to listing on the Official List of the Financial Services Authority and to trading on the London Stock Exchange's main market for listed securities, the Company being satisfied, in its absolute discretion, with the outcome of its legal and financial due diligence exercises and surveys of Fisher Engineering's properties and funds under the new Facility Agreement being available for drawdown. The Fisher Sellers have agreed that, if the profit before tax of Fisher Engineering for the financial year ending 31 December 2007, (as shown in its accounts for the financial year to 31 December 2007) is less than £10 million, the shortfall will be repaid to the Company on a pound for pound basis. The Fisher Sellers have also agreed to indemnify the Company on a pound for pound basis to the extent that the net asset value of Fisher Engineering as at Fisher Completion is less than £15 million, calculated by reference to completion accounts prepared on the basis of Fisher Engineering's existing accounting policies. Devenish Enterprises Limited, a corporate vehicle owned by certain of the Fisher Sellers, which owns the Ballinamallard Site from which Fisher Engineering operates, has also agreed to enter into a 25 year lease for use by the Company of the Ballinamallard Site at an initial rent of £511,500 per annum. Funding of the Fisher Acquisition The consideration for the Fisher Acquisition of approximately £90 million will be satisfied partly in cash and partly through the issue of 1,750,000 New Ordinary Shares to the Fisher Sellers. The cash element of the consideration will be financed by the Company's existing resources and from new bank facilities of £80 million to be provided by The Royal Bank of Scotland plc and National Australia Bank Limited. The bank facilities comprise (i) a committed multicurrency bond facility in an aggregate amount of £10 million and (ii) a committed multicurrency revolving credit facility in an aggregate amount of £70 million. Lock-In Arrangements Each of Ian Cochrane and Wesley Knox has entered into a lock-in agreement with the Company pursuant to which he has agreed not to dispose of any of the new Shares issued to him pursuant to the Fisher Acquisition in the year immediately following Admission, which amount, in aggregate, to 610,292 new Shares. In addition, each of Ernie Fisher and Ivan Fisher has given a confirmation to the Company that he will not dispose of any of the new Shares issued to him pursuant to the Fisher Acquisition without first having consulted the Company's chairman. Structure of Enlarged Group Existing Fisher management will run Fisher Engineering as a separate division, albeit with the financial security and capital available from the Enlarged Group and by sharing the Enlarged Group's economies of scale. Severfield-Rowen is looking forward to working alongside Fisher Engineering management to develop and expand the business. Information on the Property Acquisition Background to the Property Acquisition The Dalton Facility is the principal place of business of the Group and is currently occupied by the Group under the terms of a 35 year occupational lease (the 'Occupational Lease') from DAEL at a current annual rent of £1.6 million. In March 2001, the Company sold Dalton Airfield Properties Limited ('Dalton Properties'), which then owned the Dalton Facility to Dalton Airfield Estate Limited ('DAEL') for £14 million in cash after attempts to sell it to another third party were terminated ('the Original Sale'). The reason for the Original Sale was to release significant capital, which could then be deployed to strengthen the Severfield-Rowen group's businesses and, in particular, to fund a new plate line at a cost of £5 million, to finance an ongoing share buy back programme and to provide additional working capital for the Severfield-Rowen group. The funds enabled Severfield-Rowen's management to complete the acquisition of Watson Steel for £2.6 million and provide additional capital investment of £8.4 million to expand this business. Investment in the new plate line, a new intumescent paint line and increased working capital for the Group enabled Severfield-Rowen to move from a business generating profit before tax of £6.5 million in the year ended 31 December 2001 to £30.3 million in the year ended 31 December 2006 and to deliver a 307 per cent. increase in annual dividends paid to Shareholders over such period. The Directors believe that such strong growth of the business would not have been possible if the business had been financially constrained and did not have this capital available to invest in expansion. As a result of the opportunity for greater returns from such investment the share buyback programme was not undertaken. The Original Sale was subject to Shareholder approval because the owners of DAEL were certain Directors of the Company and its subsidiaries and therefore it was a 'related party' transaction under the Listing Rules. In January 2004, title in the Dalton Facility was transferred from Dalton Properties to DAEL. It is now proposed that, subject to the approval of Shareholders, the Company should purchase from the DAEL Sellers the entire issued share capital of DAEL, for a total cost to the Company of £23.5 million, comprising cash consideration of approximately £14.9 million, and the assumption by the Company of DAEL's term bank loan owing to HBOS of approximately £8.6 million. Five of the DAEL Sellers are directors of the Company (Peter Levine, Peter Ellison, Peter Emerson, Peter Davison and Brian Hick), one of them is a former director of the Company (John Severs) and one of them is a director of a subsidiary of the Company (Lindsay Ross). As a result, all of the DAEL Sellers are 'related parties' under the Listing Rules for the purposes of the Property Acquisition. In view of this fact, Peter Levine, Peter Ellison, Peter Emerson, Peter Davison and Brian Hick have not taken part in the decisions taken by the Board relating to the Property Acquisition. Accordingly, these decisions have been considered and subsequently approved by the Independent Directors. In view of their interests in the transaction, those DAEL Sellers (including Lindsay Ross) who own Severfield-Rowen shares will abstain from voting on the resolution relating to the Property Acquisition to be proposed at the EGM and they have undertaken to take all reasonable steps to ensure that their associates will also abstain from voting on the relevant resolution. Information on the Dalton Facility The Dalton Facility is owned by DAEL and is occupied by the Group under the terms of the Occupational Lease. DAEL owns the long leasehold title to the Group's headquarters and the freehold title to a little over half of Severfield-Reeve Structures Limited's fabrication facility, both at Dalton Airfield Industrial Estate, Dalton, near Thirsk, North Yorkshire. The site extends to approximately 11 hectares. The long leasehold property comprised in the Dalton Facility is for a term of 99 years from 1 June 1988 at an annual rent of £55,500, subject to review, payable by DAEL to the superior landlord. The Dalton Facility currently comprises industrial buildings housing five of the Group's production lines, a workshop and ancillary industrial buildings covering over 400,000 square feet in aggregate. In addition, the Group's head offices of 17,191 square feet are situated at the property. The Independent Directors procured that the combined freehold and long leasehold interest of DAEL was valued by two independent valuers, DTZ and Knight Frank, (in reports dated 14 August 2007 and 21 August 2007 respectively) for the purposes of the Property Acquisition. They valued DAEL at £22.06 million (net of £1.27 million of purchaser's costs) and £24.0 million (net of 2.0 per cent. of purchaser's costs) respectively. The Board has appointed an independent board committee to consider the transaction. For the financial year ended 31 December 2006, DAEL had profit before tax from continuing operations of £0.4 million and, as at 31 December 2006, the book value of the DAEL's investment properties was £25.6 million. Apart from receiving rent under the Occupational Lease, the Dalton Group does not carry on any other business. Background to and reasons for the Property Acquisition • The Independent Directors consider the Property Acquisition to be in the best strategic interests of the Company since the DAEL Sellers wish to dispose of their interest in the Dalton Facility and the Independent Directors feel that it is in the best interests of the Company to regain control of this facility • The Company is, as a result of its development in recent years, now in a financial position to be able to repurchase this key asset • At the time of the Original Sale and leaseback, the Company required capital to fund investment and to provide working capital • The Property Acquisition will enable Severfield-Rowen to re-acquire ownership of the land thereby ensuring full flexibility for the use of the site in the future • Overall, the Property Acquisition is expected to be broadly earnings neutral*. Principal Terms of the Dalton Estate Acquisition The Property Acquisition Agreement provides for the acquisition by the Company of all of the issued share capital of DAEL for a total cost of £23.5 million, comprising cash consideration of approximately £14.9 million and the assumption by the Company of a term loan of approximately £8.6 million. Completion of the Property Acquisition is conditional, inter alia, on the approval of Shareholders. Completion will take place immediately following Shareholders approving the Property Acquisition if, by then, all other conditions have been satisfied. The cash consideration due under the Property Acquisition Agreement will be financed from the Company's existing resources. Current trading and prospects Trading in 2007 has been good and in line with management expectations. We remain confident of further success in the remaining months of 2007 and beyond. *This statement should not be interpreted to mean that Severfield-Rowen's earnings per share for the current or future financial years will necessarily match or exceed the historic published earnings per share Enquiries: Severfield-Rowen Plc Peter Levine 0207 493 7888 Tom Haughey 01845 577 896 Keith Elliot 01845 577 896 Hoare Govett Limited Ranald McGregor-Smith 020 7678 8000 John MacGowan Stephen Bowler Financial Dynamics Richard Mountain 020 7269 7291 Susanne Yule Hoare Govett Limited ('Hoare Govett'), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser, sponsor and corporate broker for Severfield-Rowen and no one else in connection with the Fisher Acquisition and the Property Acquisition and will not be responsible to anyone other than Severfield-Rowen for providing the protections afforded to its clients or for providing advice in relation to the Fisher Acquisition or the Property Acquisition or in relation to the contents of this announcement, or for any other transaction, arrangement or matters referred to in this announcement. Certain statements in this announcement are forward-looking statements. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and neither Severfield-Rowen nor Hoare Govett assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of Severfield-Rowen for the current or future financial years will necessarily match or exceed the historical or published earnings of Severfield-Rowen. The ordinary shares referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or under the securities laws of any state of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the ordinary shares in any state in which such offer, solicitation or sale would be unlawful. The ordinary shares have not been, and will not be, registered with any regulatory authority of any state within the United States. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. Appendix 1 Definitions The following definitions apply throughout this announcement, unless the context otherwise requires: '£, pence or sterling' the lawful currency of the UK; 'Admission' the FSA granting permission for the 1,750,000 new Shares to be issued pursuant to the Fisher Acquisition to be admitted to the Official List and to trading on the main market of the London Stock Exchange; 'AML' Action Merchants Limited; 'Ballinamallard Site' Fisher Engineering's site at Ballinamallard, Enniskillen, County Fermanagh, BT94 2FY; 'Business Day' any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business; 'DAEL' Dalton Airfield Estate Limited, a company registered in England and Wales under number 4129749, the entire issued share capital of which is owned by the DAEL Sellers; 'DAEL Sellers' Peter Levine, Peter Ellison, Peter Emerson, Peter Davison, Brian Hick, John Severs and Lindsay Ross; 'Dalton Facility' the property comprising the long leasehold title to the Group's headquarters and the freehold title to a little over half of severfield-Reeve Structures Limited's fabrication facility, located at Dalton Airfield Industrial Estate and currently owned by DAEL; 'Dalton Group' DAEL and Dalton Properties; 'Dalton Properties' Dalton Airfield Properties Limited, a company registered in England and Wales under number 4130197 and a wholly owned subsidiary of DAEL; 'Directors or Board' the directors of the Company; 'Enlarged Group' the Group, as enlarged by the Fisher Acquisition and the Property Acquisition; 'Extraordinary General Meeting' or 'EGM' the extraordinary general meeting of the Company to be convened, inter alia, to obtain Shareholder consent for the Fisher Acquisition and the Property Acquisition (or any adjournment of it); 'Facility Agreement' the new facility of up to £80 million to part finance the Fisher Acquisition; 'Financial Services Authority' or 'FSA' the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA; 'Fisher Acquisition' the proposed acquisition of AML by Severfield-Rowen in accordance with the Fisher Acquisition Agreement; 'Fisher Acquisition Agreement' the conditional agreement between Severfield-Rowen and the Fisher Sellers dated 22 August 2007 relating to the sale and purchase of AML; 'Fisher Completion' completion of the Fisher Acquisition Agreement in accordance with its terms; 'Fisher Engineering' Fisher Engineering Limited; 'Fisher Sellers' Thomas Ernest Fisher, Joan Elizabeth Fisher, Ivan Edwin Scott Fisher, James Sommerville Henderson, Wesley Norman Knox and Ian Robert Samuel Cochrane; 'FSMA' the Financial Services and Markets Act 2000 of England and Wales, as amended; 'Group' the Company and its subsidiary undertakings as at the date of this announcement; 'Hoare Govett' Hoare Govett Limited; 'Independent Directors' Tom Haughey, Nigel Pickard, Keith Elliott, John Featherstone, David Ridley and Geoff Wright; 'Listing Rules' the Listing Rules of the FSA; 'London Stock Exchange' London Stock Exchange plc; 'Occupational Lease' the 35 yearlease pursuant to which the Company occupies the Dalton Facility; 'Official List' the Official List of the FSA; 'Original Sale' the original sale by the Company of Dalton Properties to DAEL in March 2001; 'Property Acquisition' the proposed acquisition of DAEL by the Company in accordance with the Property Acquisition Agreement 'Property Acquisition Agreement' the conditional agreement between Severfield-Rowen and the DAEL Sellers dated 22 August 2007 relating to the sale and purchase of DAEL; 'Shareholder(s)' holder(s) of Shares or new ; 'Shares' the ordinary shares in the capital of the Company; 'Severfield-Rowen' or the Company' Severfield-Rowen Plc; 'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland. This information is provided by RNS The company news service from the London Stock Exchange

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