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Foster(John) & Son (FTJ)

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Monday 28 January, 2002

Foster(John) & Son

Re Agreement

Foster(John) & Son PLC
28 January 2002



John Foster & Son plc ('JFS') announces that it has reached agreement, subject
to contract and due diligence, pursuant to which JFS will acquire certain
properties from a company controlled by Mr Roger Holbeche and his Associates
(the 'Vendors'). The properties currently have a value of approximately £2.635
million and a rental income of approximately £238,000 per annum. There is a
mortgage in respect of one of the properties amounting to approximately
£900,000. The consideration is to be satisfied by the issue to the Vendors of
173,500,000 new ordinary shares in JFS at an effective price of 1p per share.


In addition, the Vendors will subscribe for 50 million new ordinary shares in
JFS at a subscription price of 1p per share. Existing JFS shareholders will be
invited to subscribe for new ordinary shares by way of an open offer on the
basis of four new ordinary shares for each share held on the record date at a
subscription price of 1p per share.


Conditional upon completion of the proposed transaction, Mr Roger Holbeche will
be appointed a director and Chief Executive of JFS. Other than Steven Oxley, all
directors of JFS will resign on completion.


Certain creditors of JFS have indicated their willingness to convert the amounts
due to them into new ordinary shares at a conversion price of 1p. It is also a
condition of the proposed transaction that the holders of the 3.15% Cumulative
Preference Shares in JFS agree to the conversion of their shares, including
arrears of dividends, into new ordinary shares at a conversion price of 1p per
new ordinary share.


As the existing ordinary shares in JFS have a nominal value of 25p and shares
may not be issued at a discount to their nominal value, it is a further
condition of the proposed transaction that the capital of JFS is reconstructed
by sub-dividing each existing ordinary share into one deferred share of 24.5p
and one new ordinary share of 0.5p.


The above proposals are conditional, inter alia, upon on the approval of JFS
shareholders in general meeting and the listing of the new ordinary shares on
the Official List of the UK Listing Authority and trading of the new ordinary
shares on the London Stock Exchange's market for listed securities. Furthermore,
in view of the substantial shareholding the Vendors will have in JFS following
completion of the transaction, they will require a waiver of the requirements of
Rule 9 of the City Code on Takeovers and Mergers.


28 January 2002


                      This information is provided by RNS
            The company news service from the London Stock Exchange


                                                                                
                

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