Result of EGM
Severfield-Rowen PLC
05 October 2007
5 October 2007
Severfield-Rowen Plc ('Severfield-Rowen' or the 'Company')
Result of Extraordinary General Meeting
Expected timetable for completion of acquisition of Fisher Engineering Limited
and acquisition of Dalton Airfield Estate Limited
Admission of Consideration Shares
Awards made under the new Performance Share Plan
Subdivision and Admission of New Ordinary Shares
On 22 August 2007, Severfield-Rowen Plc, the market leading structural steel
group, announced that it had agreed to acquire Action Merchants Limited ('AML'),
the holding company of Fisher Engineering Limited, a constructional steel
fabricator (the 'Fisher Acquisition'), and Dalton Airfield Estate Limited 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 (the 'Property
Acquisition').
Both the Fisher Acquisition and the Property Acquisition were conditional on,
inter alia, shareholder approval. Accordingly, an extraordinary general meeting
of the Company was convened for today to consider resolutions in respect of the
Fisher Acquisition and the Property Acquisition. In addition, the extraordinary
general meeting considered the adoption of a new performance share plan
('Performance Share Plan') and a resolution in relation to the subdivision of
the Company's ordinary share capital on the basis of 4 new ordinary shares ('New
Ordinary Shares') for each existing ordinary share held ('Subdivision').
The Board of Severfield-Rowen is pleased to announce that at today's
Extraordinary General Meeting all resolutions put to shareholders were duly
approved.
In connection with the Fisher Acquisition, the Company has entered into an
agreement to acquire 90.2 per cent. of the 'A' shares, and all of the 'B' shares
and Preference Shares in AML ('Fisher Acquisition Agreement'). On completion of
the Fisher Acquisition Agreement, the Company will enter into call option
agreements ('Fisher Option Agreements') pursuant to which it will have the right
to acquire the balance of the 'A' Shares not acquired pursuant to the Fisher
Acquisition Agreement. The Company intends to exercise the call options under
the Fisher Option Agreements following completion of the Fisher Acquisition
Agreement to thereby acquire 100 per cent. of the share capital of AML.
Part of the consideration under the Fisher Acquisition Agreement will be
satisfied by the issue of 1,750,000 existing ordinary shares in the capital of
the Company ('Consideration Shares') at approximately 2089 pence each to the
sellers of AML. Application has been made to the UK Listing Authority for the
listing of, and to the London Stock Exchange for the admission of, the
Consideration Shares which is expected to take place on 8 October 2007
('Admission'). Following Admission, completion of the Fisher Acquisition
Agreement will occur.
With effect from completion of the Fisher Acquisition, Ian Cochrane will be
appointed to the Board of Severfield-Rowen.
The conditions under the Property Acquisition have been satisfied and completion
of the Property Acquisition is expected to occur on 9 October 2007.
The Company's remuneration committee has today approved and granted conditional
awards under the Company's new Performance Share Plan to the following executive
directors as follows:
Director Position Number of Total number of
Ordinary Ordinary Shares over
Shares which share incentive
under award awards held following
notification
Tom Haughey Chief Executive Officer 27,736 36,626
Peter Emerson Chief Operations Officer 22,189 30,635
Peter Ellison Managing Director, Steelcraft 18,491 26,710
Erection Services
Peter Davison Finance Director 15,902 22,881
Brian Hick Managing Director, Severfield-Reeve 12,943 19,318
Structures
Nigel Pickard Managing Director, Atlas Ward 12,943 15,134
Structures
The awards will normally vest on the third anniversary of grant subject to
continued employment and the satisfaction of an earnings per share growth
performance condition. No consideration was paid for the grant of the awards and
no consideration is due on the vesting of the awards.
The notification of the above grants is made in accordance with DR 3.1.4R(1)(a).
Pursuant to the Subdivision, application has been made to the UK Listing
Authority for the listing of, and to the London Stock Exchange for the admission
of, the New Ordinary Shares on 9 October 2007. At 4.30 p.m. on 8 October 2007,
trading in Severfield-Rowen's 22,151,969 (including the Consideration Shares)
existing ordinary shares (of 10p nominal value) will be cancelled. It is
expected that admission to trading of the 88,607,876 New Ordinary Shares (of
2.5p nominal value) arising following the Subdivision will become effective and
dealings, for normal settlement, will commence at 8.00 a.m. on 9 October 2007.
Expected timetable
8 October 2007 Admission of the Consideration Shares
8 October 2007 Completion of Fisher Acquisition Agreement
4:30 p.m. on 8 October 2007 Record date for Subdivision of share capital
8.00 a.m. on 9 October 2007 CREST accounts credited with New Ordinary Shares
of 2.5p each and commencement of dealings in New
Ordinary Shares
9 October 2007 Completion of the Fisher Option Agreements
9 October 2007 Completion of the Property Acquisition
by 16 October 2007 Share certificates in respect of New Ordinary
Shares to be despatched to shareholders
Enquiries:
Severfield-Rowen Plc Peter Levine 0207 493 7888
Tom Haughey 01845 577 896
Keith Elliott 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
This information is provided by RNS
The company news service from the London Stock Exchange