DODS.L Regulatory News (DODS)

13 Nov 2007 07:01

Huveaux PLC13 November 2007 13 November 2007 Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction Huveaux PLC Statement regarding profit forecast (the "Statement") On 22 October 2007, Huveaux PLC ("Huveaux" or the "Company") made the followingannouncement (the "Announcement"): "The Board of Huveaux announces that the Company has received preliminary approaches from a number of private equity houses in relation to a possible offer for the Company. Discussions are at a very early stage and there can be nocertainty that an offer will be made, nor as to the terms on which any offer might be made. Following the announcement that there will not be a General Election in 2007, the Board is confident that the Company will deliver its usual strong performance in the final quarter of the year. However, the Board now expects trading EBITDA for the year to 31 December 2007 to be in the range of GBP6 million to GBP7 million." The UK Panel on Takeovers and Mergers (the "Panel") has ruled that theAnnouncement represented a profit forecast (the "Profit Forecast") for thepurpose of Rule 28 of the UK City Code on Takeovers and Mergers (the "Code"). Assuch it is a requirement of the Code that this Statement should be reported onby Huveaux's auditors and financial advisers in the terms set out in Rule 28 ofthe Code. Basis of preparation and assumptions underlying the Profit Forecast The Profit Forecast takes into account: - the unaudited interim financial statements of Huveaux for thesix month period ended 30 June 2007 issued by Huveaux on 26 July 2007; - the unaudited management accounts of Huveaux for the threemonth period ended 30 September 2007; and - the unaudited reforecast of the Huveaux Group for the threemonth period ending 31 December 2007. The Profit Forecast has been prepared on the basis of the expected accountingpolicies which the Group will comply with in the accounts to 31 December 2007(as disclosed in the interim financial statements for the six month period ended30 June 2007) and on the basis of all International Financial ReportingStandards ("IFRS"), including International Accounting Standards ("IAS") andinterpretations issued by the International Accounting Standards Board ("IASB")and its committees, as adopted by the EU. These are subject to ongoingamendment by the IASB and subsequent endorsement by the European Commission andare therefore subject to possible change. As a result, information containedwithin this release will require updating for any subsequent amendment to IFRSrequired for first time adoption or those new standards that the Group may electto adopt early. For the purposes of the Profit Forecast, Trading EBITDA represents the Group'searnings from operating activities before interest; tax; depreciation;amortisation on assets acquired through business combinations; and restructuringand transaction costs. For the avoidance of doubt, this specifically excludesredundancy costs and gains or losses from the disposal of fixed assets. The Profit Forecast takes into account the following principal assumptions whichcould have a material effect on the achievement of the Profit Forecast: - Any changes or proposed changes in relevant legislation,government, governmental policy or other regulatory requirements will notmaterially affect the results of the Company; - There will be no material adverse change in economicconditions in the markets in which the Company operates, or any unusual tradingpatterns, in the last two months of the year (which are key trading months forthe Group); and - There will be no serious industrial disputes or otherinterruptions in business arising from circumstances outside the Company'scontrol which would adversely affect the company, its customers or suppliers. For further information, please contact: Huveaux020 7245 0270 John van Kuffeler, Executive ChairmanGerry Murray, Chief Executive OfficerDan O'Brien, Group Finance Director Finsbury Group 020 7251 3801 James LevitonDon Hunter Dresdner Kleinwort Limited020 7623 8000 Charles BattenJoe Thompson Reports relating to the Profit Forecast The directors of Huveaux, who are solely responsible for the Profit Forecast,have received the following letters from KPMG Audit Plc and Dresdner KleinwortLimited relating to the Profit Forecast. KPMG Audit Plc 1 Puddle Dock London EC4V 3PD United Kingdom The DirectorsHuveaux PLC4 Grosvenor PlaceLondonSW1X 7DL The DirectorsDresdner Kleinwort Limited30 Gresham StreetLondonEC2V 7PG 13 November 2007 Dear Sirs Huveaux PLC We report on the profit forecast comprising forecast of Trading EBITDA ofHuveaux PLC ('the Company') and its subsidiaries ('the Group') for the yearending 31 December 2007 dated 22 October 2007 (the 'Profit Forecast'). TheProfit Forecast, and the material assumptions upon which it is based, are setout on pages 1 and 2 of the Statement dated 13 November 2007. This report isrequired by Rule 28.3(b) of The City Code on Takeovers and Mergers ('the CityCode') and is given for the purpose of complying with that Rule and for no otherpurpose. Accordingly, we assume no responsibility in respect of this report tothe offeror or to any person connected to, or acting in concert with, theofferor, or to any other person who is seeking or may in future seek to acquirecontrol of the Company ('an Alternative Offeror') or to any person connected to,or acting in concert with, an Alternative Offeror. Responsibilities It is the responsibility of the directors of the Company ('the Directors') toprepare the Profit Forecast in accordance with the requirements of the CityCode. It is our responsibility to form an opinion as required by the City Code as tothe proper compilation of the Profit Forecast and to report that opinion to you. Save for any responsibility which we may have to those persons to whom thisreport is expressly addressed, to the fullest extent permitted by law we do notassume any responsibility and will not accept any liability to any other personfor any loss suffered by any such other person as a result of, arising out of,or in connection with this report or our statement, required by and given solelyfor the purposes of complying with Rule 28.4 of the City Code, consenting to itsinclusion in the Statement. Basis of Preparation of the Profit Forecast The Profit Forecast has been prepared on the basis stated on page 1 of theStatement and is based on the unaudited interim financial results for the sixmonth period ended 30 June 2007, the unaudited management accounts for the threemonth period ended 30 September 2007 and an unaudited reforecast of the Groupfor three month period ending 31 December 2007. The Profit Forecast is requiredto be presented on a basis consistent with the accounting policies of the Group. Basis of opinion We conducted our work in accordance with Standards for Investment Reportingissued by the Auditing Practices Board in the United Kingdom. Our work includedevaluating the basis on which the historical financial information included inthe Profit Forecast has been prepared and considering whether the ProfitForecast has been accurately computed based upon the disclosed assumptions andthe accounting policies of the Group. Whilst the assumptions upon which theProfit Forecast are based are solely the responsibility of the Directors, weconsidered whether anything came to our attention to indicate that any of theassumptions adopted by the Directors which, in our opinion, are necessary for aproper understanding of the Profit Forecast have not been disclosed or if anymaterial assumption made by the Directors appears to us to be unrealistic. We planned and performed our work so as to obtain the information andexplanations we considered necessary in order to provide us with reasonableassurance that the Profit Forecast has been properly compiled on the basisstated. Since the Profit Forecast and the assumptions on which it is based relate to thefuture and may therefore be affected by unforeseen events, we can express noopinion as to whether the actual results reported will correspond to those shownin the Profit Forecast and differences may be material. Opinion In our opinion the Profit Forecast, so far as the accounting policies andcalculations are concerned, has been properly compiled on the basis of theassumptions made by the Directors and the basis of accounting used is consistentwith the accounting policies of the Group. Yours faithfully KPMG Audit Plc Dresdner Kleinwort Limited 30 Gresham Street London EC2V 7PG The DirectorsHuveaux PLC4 Grosvenor PlaceLondonSW1X 7DL 13 November 2007 Dear Sirs, We refer to the profit forecast of Trading EBITDA of Huveaux PLC ("Huveaux") andits subsidiaries for the year ending 31 December 2007 dated 22 October 2007 (the"Profit Forecast"), together with the basis and assumptions upon which theProfit Forecast was made. We have discussed with you as Directors of Huveaux the Profit Forecast togetherwith the assumptions and the basis upon which it has been prepared by you, andyou have confirmed to us that all information relevant to the Profit Forecasthas been disclosed to us. We have relied upon the accuracy and completeness ofall such financial and other information discussed with us and assumed suchaccuracy and completeness for the purposes of providing this letter. We havealso discussed the accounting policies and basis of calculation for the ProfitForecast with KPMG Audit Plc, Huveaux's reporting accountants, and we haveconsidered their letter of today's date addressed to both yourselves andourselves on this matter. On the basis of all of the foregoing, we consider that the Profit Forecast, forwhich you as Directors of Huveaux are solely responsible, has been compiled withdue care and consideration. This letter is provided to you solely in connection with Rule 28.3(b) of theCity Code on Takeovers and Mergers and for no other purpose. Accordingly, savefor any responsibility which we may have to those persons to whom this letter isexpressly addressed, to the fullest extent permitted by law we do not assume anyresponsibility and will not accept any liability to any other person for anyloss suffered by any such other person as a result of, or in connection withthis letter. Yours faithfullyFor and on behalf ofDresdner Kleinwort Limited Compliance Statement Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of"relevant securities" of Huveaux, all "dealings" in any "relevant securities" ofthe Company (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofHuveaux, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Huveaux by Huveaux, or by any of its "associates", must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. Forward looking statements This announcement may contain forward looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Generally, the words "will", "may", "should", "continue", "believes", "expects","intends", "anticipates" or similar expressions identify forward-looking statements. These statements are based on the current expectations of managementand are naturally subject to risks, uncertainties and changes in circumstances. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and management's plans and objectives, to differ materially from those expressed or implied in the forward looking statements. There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Huveaux does not undertake any obligation (except as required by the AIM Rules, the Disclosure and Transparency Rules, the rules of the London Stock Exchange and the Code) to revise or update any forward looking statement contained in this announcement, regardless of whether that statement is affected as a result of new information, future events or otherwise. Overseas jurisdictions The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with English law, the City Code and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England. This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase, exchange or subscribe for or a solicitation of an offer to sell, purchase or exchange any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Dresdner Kleinwort Limited Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting for Huveaux PLC and for no-one else in connectionwith the contents of this announcement and will not be responsible to anyoneother than Huveaux PLC for providing the protections afforded to customers ofDresdner Kleinwort Limited, or for affording advice in relation to the contentsof this document or any matters referred to herein. Dresdner Kleinwort Limitedhas given and not withdrawn its written consent to the issue of thisannouncement with the inclusion of the reference to its name in the form andcontext in which it is included. This information is provided by RNS The company news service from the London Stock Exchange