CIU.L Regulatory News (CIU)

26 Nov 2007 11:18

Cape PLC26 November 2007 Cape PLC ("Cape" or "the Company") CAPE PLC RECOMMENDED ALL CASH OFFER FOR PCH GROUP LIMITED - OFFER DECLAREDUNCONDITIONAL 26 November 2007 Cape Australia Investments Pty Limited, a subsidiary of Cape ("Cape Australia"),has today declared its recommended revised cash offer of A$1.40 per PCH share ("the Revised Offer") unconditional. Cape Australia also announced that it had received acceptances from PCHshareholders comprising 61.38% of the issued share capital of PCH as at theclose of business on 23 November 2007. As set out in the Variation Agreement between Cape Australia and PCH, now thatCape Australia has become entitled to be registered as the holder of more than50% of PCH Shares and declared its Revised Offer unconditional: • Cape is released from the Standstill Agreement that prevented Cape from acquiring any PCH Shares; • PCH will provide Cape with full access to all information regarding PCH and its business; and • Each director on the PCH board will resign and Cape's nominees will be appointed to the PCH board. Martin May, CEO of Cape said that he was delighted with the outcome of thetransaction. "We are pleased with the support we have received from the PCHshareholders who to date have accepted the Revised Offer. We would encourage allremaining PCH shareholders to accept the Revised Offer as soon as possible asrecommended by the PCH Board, as the Revised Offer is now unconditional". PCH shareholders who have already accepted the Revised Offer will be paid onemonth after today's date. If Cape achieves 90% acceptances, it intends toexercise its right to compulsorily acquire the remaining PCH shares. Cape is being advised by Caliburn Partnership and DLA Phillips Fox is Cape'slegal adviser. For further information, please contact: Cape PLCMartin May, Chief Executive +44 (0)1924 876 276 Bell Pottinger Corporate FinancialNick Lambert / Victoria Geoghegan +44 (0)20 7861 3232 / +44 (0)7811 358 764 Caliburn PartnershipSimon Mordant, Joint Chief Executive +61 2 9229 1410 / +61 411 406 229Andrew Thomson, Vice President +61 3 9935 6802 / +61 400 927 726 HawkpointChristopher Kemball, Vice Chairman +44 (0)20 7665 4551 / +44 (0)7768 878 529Chris Robinson, Managing Director +44 (0)20 7665 4598 / +44 (0)7971 614 609 Collins Stewart Europe LimitedMark Connelly/Stewart Wallace +44 (0) 207 523 8350 Third PersonAdrian Bradley +61 (0) 2 8298 6100 / +61 (0) 400 499 782 Notes to editors Cape PLC • Cape PLC is the parent company of a number of service providing organizations operating primarily in the oil and gas, petrochemical and power generation industries • In the year to 31 December 2006, Cape reported turnover of £295.5 million • Cape currently employs c. 10,000 people in 23 countries worldwide • Cape specialises in the provision of scaffolding, insulation, fire protection, specialist cleaning and other essential services to major industrial clients in the energy sector • Cape's ability to provide specialist cleaning services was enhanced by the acquisition of DBI Group Limited in October 2006 • On 23 April 2007, Cape's shareholders approved the placing of 26,923,077 ordinary shares at £2.60 per share to raise £70 million (before expenses) • On 6 June 2007, Cape acquired Total Rope Access International Limited • On 22 June 2007, Cape acquired Endecon Limited • On 31 August 2007 Cape acquired the Total Corrosion Control group of companies based in Australia • On 11 September 2007, Cape announced a recommended offer for Concept Hire, a company listed on the Australian Stock Exchange • On 13 September 2007, Cape announced an offer for PCH Group Limited • On 16 October 2007, Cape announced that its offer for Concept Hire had become unconditional. When the offer closed on 25 October 2007, Cape had received 96.22% acceptances. Cape is in the process of acquiring the remainder of Concept Hire's shares under the compulsory acquisition rules contained in the Australian Corporations Act. • On 26 November 2007, Cape announced that its offer for PCH had become unconditional. PCH PCH is a public company listed on the Australian Stock Exchange (ASX: PCG) andhead-quartered in Perth, Australia. PCH provides services including scaffoldingand access management, formwork and shoring, temporary fencing, aluminium lightaccess and materials hoists. The business is diversified across a range ofindustries, with services provided for construction and maintenance activitiesin Australia, the Caspian Sea, South East Asia and the Arabian Gulf. In thefinancial year ended 30 June 2007, PCH generated EBITDA of A$20.9m (£8.5million), profit before tax of A$12.6m (£5.1 million) and a basic EPS of 5.3cents per share. As at 30 June 2007, PCH had gross assets of A$144.4m (£58.9million). This information is provided by RNS The company news service from the London Stock Exchange