Publication of Prospectus

RNS Number : 2612W

Smith (DS) PLC

26 January 2012

 

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE ORIGINAL PROSPECTUS DATED 17 JANUARY 2012 AND THE SUPPLEMENTARY PROSPECTUS PUBLISHED BY THE COMPANY IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE ORIGINAL PROSPECTUS AND SUPPLEMENTARY PROSPECTUS WILL BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.

26 January 2012

For immediate release

DS SMITH PLC

PUBLICATION OF SUPPLEMENTARY PROSPECTUS
PROPOSED ACQUISITION OF SCA PACKAGING AND RIGHTS ISSUE

DS Smith Plc ("DS Smith" or "the Company") has today published a prospectus (the "Supplementary Prospectus") which is supplementary to the prospectus published by the Company on 17 January 2012 in relation to the proposed Acquisition of the packaging division of Svenska Cellulosa Aktiebolaget SCA (publ) ("SCA") excluding the kraftliner assets ("SCA Packaging") and the Rights Issue (the "Original Prospectus").

The publication of the Supplementary Prospectus is a regulatory requirement under the Financial Services and Markets Act 2000 following the announcement today by SCA of its year-end report for 2011 which includes financial information for the packaging division of SCA and the SCA discontinuing operations prepared in accordance with the SCA Group accounting policies and presentation (the "SCA Announcement").  The Supplementary Prospectus has been approved by the UK Listing Authority and should be read in conjunction with the Original Prospectus.

Set out below is selected unaudited financial information for the years and quarters ended 31 December 2011 and 31 December 2010 in relation to SCA Packaging prepared using the DS Smith accounting policies and presentation.

The key differences between the unaudited financial information in the SCA Announcement and in this announcement relate to adjustments to reflect the scope of the Acquisition, reclassifications within the balance sheet and cash flow statement and the translation of the results into euros and are summarised below:

·     The disclosures for the packaging division of SCA include certain kraftliner assets which are not being acquired by DS Smith and therefore are not included in either the SCA discontinuing operations financial statement lines within the SCA Announcement or within any of the line items presented in this announcement for SCA Packaging.

·     Emission rights are presented gross on the balance sheet of SCA, whereas for DS Smith these are presented net.

·     Certain other income, expenses and cash flow items have been reclassified on the income statement and cash flow statement to reflect the presentation under the DS Smith accounting policies.

·     The SCA Announcement is presented in Swedish Krona, whereas for DS Smith euros is the presentational currency for SCA Packaging.  Income statement and cash flow line items have been translated at the average rate for the period and balance sheet items at the rate ruling at the balance sheet date, using the rates set out below.

SEK/EUR exchange rate as at 31 December 2011:	8.9383
SEK/EUR average exchange rate for the year ended 31 December 2011:	9.0241
SEK/EUR exchange rate as at 31 December 2010:	8.9962
SEK/EUR average exchange rate for the year ended 31 December 2010:	9.5322
SEK/EUR average exchange rate for the quarter ended 31 December 2011:	9.0833
SEK/EUR average exchange rate for the quarter ended 31 December 2010:	9.2097

	Year ended 31 December		Fourth quarter
	2011 (unaudited)	2010 (unaudited)	2011 (unaudited)	2010 (unaudited)
	(€ millions)
Deliveries:
Liner products (thousand tonnes)	1,378	1,383	329	341
Corrugated board (million m2) (1)	3,348	3,428	802	851
Revenue	2,705.4	2,542.3	639.9	670.0
Operating surplus (2)	269.8	221.7	71.6	64.6
Operating profit	131.1	82.0	38.8	35.6
Operating margin (%) (3)	4.85%	3.23%	6.06%	5.31%

(1)       Includes the effect of certain joint ventures and discontinued operations.

(2)       Calculated as operating profit before depreciation, amortisation and exceptional items.

(3)       Calculated as operating profit as a percentage of revenue.

	Year ended 31 December		Fourth quarter
	2011	2010	2011	2010
(unaudited)			(unaudited)	(unaudited)
	(€ millions)
Profit for the financial period	101.5	76.2	29.7	28.9

	31 December
	2011	2010
	(unaudited)
	(€ millions)
Cash flow from operating activities	118.9	120.6
Cash flow used in investing activities	(76.6)	(82.3)
Cash flows used in financing activities	(41.2)	(43.9)
Increase/(decrease) in cash and cash equivalents	0.2	(5.6)
Total assets (1)	4,105.5	4,160.8
Total liabilities (1)	3,332.1	3,175.0

(1)       31 December 2011 excludes dormant companies.

The Supplementary Prospectus has been made available on DS Smith's website, www.dssmith.uk.com and has been submitted to the National Storage Mechanism, where it will be available for inspection at www.hemscott.com/nsm.do.  Copies of the Supplementary Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the registered office of the Company at Beech House, Whitebrook Park, 68 Lower Cookham Road, Maidenhead, Berkshire SL6 8XY and at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, from the date of the Supplementary Prospectus up to and including the date of Re-admission.

Unless otherwise defined in the Supplementary Prospectus, terms used in this announcement have the same meanings as those defined in the Original Prospectus.

DS Smith Plc                                                                                                                       [phone]

Miles Roberts, Group Chief Executive

Steve Dryden, Group Finance Director

Rachel Stevens, Head of Investor Relations

J.P. Morgan Cazenove                                                                                                   [phone]
(Financial Adviser, Corporate Broker, Sponsor and Sole Bookrunner)

Jonathan Wilcox (Equity Capital Markets)

Mark Breuer

Malcolm Moir

Luke Bordewich

Julia Thomas

HSBC (Co-Bookrunner)                                                                                                 [phone]

Stuart Dickson

Nick Donald

RBS Hoare Govett (Co-Lead Manager)                                                                  [phone]

Nick Adams

Lee Morton

Tulchan                                                                                                                              [phone]

John Sunnucks

David Allchurch

James Macey White

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the publication or distribution would be unlawful. These materials do not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation would be unlawful.

This announcement has been issued by, and is the sole responsibility of, DS Smith. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Securities Ltd, J.P. Morgan Limited, HSBC Bank plc or The Royal Bank of Scotland plc (trading as RBS Hoare Govett) (the "Banks") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore is expressly disclaimed.

The Banks, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for DS Smith in connection with the matters set out in this announcement and the proposed Acquisition and Rights Issue. The Banks are not, and will not be, responsible to anyone other than DS Smith for providing the protections afforded to their respective clients or for providing advice in relation to the proposed Acquisition and Rights Issue or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on it by the Financial Services and Markets Act 2000, each of the Banks accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the proposed Acquisition or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Each of the Banks accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement has been prepared in accordance with English law, the Listing Rules and the Disclosure Rules and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom will need to inform themselves about, and observe any applicable requirements.

This announcement is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities in DS Smith or any other entity. Any such offer will be made solely by means of the Original Prospectus and the Supplementary Prospectus and any supplement or amendment thereto and any acquisition of securities in DS Smith should be made solely on the basis of the information contained in the Original Prospectus and the Supplementary Prospectus.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of DS Smith's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect", "will", "shall", "may", "aim", "predict", "should", "continue" and words of similar meaning and/or other similar expressions that are predictions of or indicate future events and/or future trends, reflect the directors' beliefs and expectations at the date of this announcement and involve a number of risks, uncertainties and assumptions 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.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither DS Smith nor either of the Banks assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

No statement in this announcement is or is intended to be a profit forecast or to imply that the earnings of DS Smith for the current or future financial years will necessarily match or exceed the historical or published earnings of DS Smith. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended 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 the securities laws of any state or other jurisdiction of the United States. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire, nor shall there be any sale of, the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares, the Provisional Allotment Letters and the 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. There will be no public offer of any securities of the Company in the United States.

 

END

 

 

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