CIHL.L Regulatory News (CIHL)

7 Feb 2006 15:45

BB Holdings Ltd07 February 2006 BB Holdings Limited BB HOLDINGS LIMITED ANNOUNCES THE DEMERGER OF ONESOURCE SERVICES INC. BY MEANSOF A DISTRIBUTION TO SHAREHOLDERS Belize City, Belize, February 7, 2006 - BB Holdings Limited (NASDAQ: BBHL,London: BBHL) ("BB Holdings") today announces a further reorganization of itsgroup to be effected by a demerger (the "Demerger") of its facilities servicesbusinesses operating in the United States (the "US Facilities ServicesBusinesses") to shareholders of BB Holdings, through a dividend distribution ofshares in OneSource Services Inc. ("OneSource"). The Demerger is intended toresult in OneSource becoming the holding company for the US Facilities ServiceBusinesses and being admitted to trading on AIM in London. Following the Demerger, BB Holdings will retain The Belize Bank Limited (the "Belize Bank") and its equity interest in Grupo Agroindustrial CB, S.A. ("Numar"). BB Holdings will continue to be listed on Nasdaq in the United States andtraded on AIM in the UK. Background to the Demerger In August 2005, BB Holdings reorganized its group by demerging its UK andIreland businesses into a new publicly-traded holding company, Carlisle GroupLimited. This announcement describes a further reorganization intended toseparate BB Holdings' remaining businesses and assets into two publicly-tradedcompanies. The objective of the Demerger is to enable BB Holdings to separateits US Facilities Services Businesses from its Central American assets,principally comprising the Belize Bank and its equity interest in Numar, so asto create a distinct, publicly-traded company, OneSource, holding the USFacilities Services Businesses. The US Facilities Services Businesses currentlyoperate, to a significant extent, independently of the rest of the BB Holdingsgroup with a separate management team, a different customer base and separatefinancing arrangements. Following the Demerger, BB Holdings believes that OneSource will be in astronger position to manage and develop the US Facilities Services Businesses inthe markets in which they operate. The boards of BB Holdings and OneSourceregard the Demerger as an opportunity for OneSource to increase the value of theUS Facilities Services Businesses at a faster rate than would be possible underthe ownership of BB Holdings. Basis of the Demerger Conditional upon completion of the Demerger and admission of OneSource'sordinary shares to trading on AIM, each BB Holdings shareholder will receive oneOneSource ordinary share for every 16 BB Holdings shares held at 4.00 p.m. (NewYork Time) on February 17, 2006, which will be the record date for thedistribution. It is expected that the OneSource ordinary shares will be admittedto trading on AIM on or about February 24, 2006 and that dealings will commenceon that date. For any BB Holdings shareholder whose holding of BB Holdings shares is notexactly divisible by 16, a fractional remainder will arise. All fractionalremainders will be aggregated and sold in the market by BB Holdings followingOneSource's admission to AIM. The aggregate net cash proceeds of the sale ofsuch fractional remainders will be contributed by BB Holdings to OneSourceexcept where a BB Holdings shareholder holds less than 16 BB Holdings shares. Inthis case, the aggregate net cash proceeds of the sale of such fractionalentitlements will be remitted to the relevant BB Holdings shareholders save thatsuch amounts of less than US$5 will not be distributed to BB Holdingsshareholders and will be contributed by BB Holdings to OneSource. BB Holdings' Strategy Following the Demerger, BB Holdings' priority will remain that of maximizingshareholder value. Its strategy with respect to the Belize Bank's currentoperations will be to maintain and develop the bank's dominant position as theleading and largest banking institution in Belize by providing an increasedrange of financial and non-financial products and services to individuals,corporations and other customers. BB Holdings may also, in due course, reviewopportunities to expand its financial services business to certain parts of theCaribbean or Central America. The composition of the board of directors of BB Holdings will not change as aresult of the Demerger. OneSource's Strategy OneSource will continue to develop and grow the US Facilities ServicesBusinesses with the goal of maximizing shareholder value. OneSource will pursue a number of ways to deliver strong performance includingorganic growth, efficiency and cost improvement programmes as well as reviewingselected acquisition opportunities and continually re-appraising its operationsfor strategic fit with the needs of current and potential customers. OneSourcewill focus primarily on an organic growth strategy within the US outsourcedfacilities services market. OneSource expects to find opportunities to driveorganic growth both by maintaining a sharp focus on customer retention and byconducting a continual re-evaluation of customers' needs across its local,regional and national customer portfolios. In addition, OneSource will strive tomaintain its position as a leading provider in the US facilities servicesindustry by continuing to use the technology solutions and infrastructureavailable to it to provide customer care, services and costings more efficientlyto its customers. Further Information Full details of the Demerger and distribution will be contained in a circular toBB Holdings' shareholders and an AIM admission document for OneSource, whichwill be sent to BB Holdings' shareholders as soon as practicable. Forward Looking Statements Certain statements in this press release constitute 'forward looking statements'within the meaning of the United States Private Securities Litigation Reform Actof 1995. In particular, statements contained herein regarding the consummationand benefits of future acquisitions, as well as expectations with respect tofuture revenues, operating efficiencies, net income and business expansion, aresubject to known and unknown risks, uncertainties and contingencies, many ofwhich are beyond the control of BB Holdings, which may cause actual results,performance or achievements to differ materially from anticipated results,performance or achievements. Factors that might affect such forward lookingstatements include among others, overall economic and business conditions, thedemand for BB Holdings' services, competitive factors, regulatory approvals andthe uncertainty of consummation of future acquisitions. Additional factors whichmay affect BB Holdings' businesses and performance are set forth in submissionsby BB Holdings with the United States Securities and Exchange Commission (the'SEC'), which are available without charge from the SEC at www.sec.gov For further information contact: BB Holdings Makinson CowellBelize +501 227 7178 USA +1 212 994 9044UK +44 (0)207 248 6700 Note: This and other press releases are available at the BB Holdings' web site: http://www.bbholdingslimited.com Ends This information is provided by RNS The company news service from the London Stock Exchange