Proposals for New Parent Company & Restructuring

RNS Number : 4184V

Gleeson(M J)Group PLC

28 October 2014

 

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 TO BE CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE PROSPECTUS EXPECTED TO BE PUBLISHED BY NEW MJ GLEESON IN CONNECTION WITH THE PROPOSED SCHEME REFERRED TO BELOW. THE PROSPECTUS WILL BE MADE AVAILABLE ON MJ GLEESON'S WEBSITE AND WILL BE SUBMITTED TO THE NATIONAL STORAGE MECHANISM AND WILL BE AVAILABLE FOR INSPECTION AT www.Hemscott.com/nsm.do.

M J Gleeson Group Public Limited Company

PROPOSALS FOR INTRODUCTION OF A NEW UK LISTED PARENT COMPANY AND GROUP RESTRUCTURING

M J Gleeson Group Public Limited Company ("MJ Gleeson" or the "Company") is today announcing proposals to change its corporate structure by introducing a new parent company ("NewCo") as the new holding company of the Company, to be effected by a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").  In conjunction with the Scheme, the Company plans to implement a restructuring of the Company and its subsidiary undertakings (the "Group"), brief details of which are set out below (together with the Scheme, the "Proposals").

The Proposals

On 17 February 2014, the Board first announced the possibility of a restructuring of the Group. The Company's board of directors (the "Board"), together with its advisers, has closely examined the corporate structure of the Group. This review has concluded that the interests of the Company's business and those of its shareholders are best served by establishing a new parent company, and carrying out a reorganisation of the Group, in such a way that the building contracting and engineering businesses owned and conducted by the Group and its subsidiary M J Gleeson Construction Services Limited (the "Legacy Businesses") are separated from the Group's core on-going and future operations in the Company's corporate structure. NewCo will be incorporated in England and Wales.

The Board believes that the Proposals will facilitate the Board's objective of seeking to ensure that potential future creditors of the Legacy Businesses are provided for on a prudent and reasonable basis, whilst separating the Legacy Businesses from the Group's on-going business.

The Proposals involve the insertion of NewCo as the new parent company above the Company, through a scheme of arrangement under Part 26 of the Companies Act 2006 and involving a capital reduction.  The Proposals are therefore subject to a number of conditions including MJ Gleeson shareholder approval at a court meeting and a general meeting and sanction by the Court. A circular setting out full details of the Proposals will be sent to shareholders, subject to Court approval, on or around 4 November 2014 (the "Circular"). A prospectus in relation to NewCo (the "Prospectus") will be published in due course. Both documents will be made available on the Group's website (www.mjgleeson.com) from their respective publication dates. If approved by MJ Gleeson shareholders, and subject to the satisfaction of certain other conditions, the Scheme is expected to become effective on or around 18 December 2014.

Application will be made to the UK Listing Authority for the shares in NewCo to be admitted to the premium segment of the Official List and to the London Stock Exchange ("LSE") for the shares in NewCo to be admitted to trading on the LSE's main market.

Impact of the Scheme

The new Group will have the same business and operations after the Scheme becomes effective as the current Group. However, NewCo would hold the Legacy Businesses separately from its other businesses. The Proposals will not result in any immediate changes in the day-to-day operations of the business of the Group or its strategy.

- The End -

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.

Enquiries:

MJ Gleeson Group		Tel: [phone]
Jolyon Harrison	Chief Executive Officer
Alan Martin	Chief Financial Officer
Instinctif		Tel: [phone]
Mark Garraway
Helen Tarbet
N+1 Singer
Shaun Dobson		Tel: [phone]
Gillian Martin
Emily Watts

 

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