Northern Bear Regulatory News (NTBR)

2 Aug 2007 07:01

Northern Bear Plc02 August 2007 Northern Bear Plc ("Northern Bear" or the "Company") Proposed Placing of 2,415,250 new ordinary shares of 1p each at 145 pence per share to raise approximately £3.5 million gross (the "Placing") Introduction The board of the Company ("Board") is pleased to announce that Northern Bear,the integrated North of England based building materials and services supplier,proposes to raise approximately £3.5 million (before expenses) by way of aplacing of 2,415,250 new ordinary shares of 1p each in the Company ("PlacingShares") at a price of 145p per share (the "Placing Price"). Reasons for the Placing Since its admission to AIM on 19 December 2006, Northern Bear has completed theacquisitions of MGM Limited, Chirmarn Holdings Limited and Hastie Limited andthe Board remains encouraged by the increasing number of opportunities forpotential acquisitions being presented to it. Accordingly, the net proceeds ofthe Placing, which are expected to amount to approximately £3.15 million, willbe applied to progressing the Company's acquisition policy, being theacquisition of mature, North East based owner-managed businesses in thebuildings services and materials sector which demonstrate consistentprofitability and positive operating cash flow. In line with its stated strategy, the Company has negotiated non-binding headsof agreement in connection with three separate potential acquisitions.Completion of each is subject to, inter alia, a satisfactory due diligencereview (which is yet to be undertaken) and to an appropriate sale and purchaseagreement being negotiated and being acceptable to all relevant parties.Therefore, there can be no certainty that any or all of these potentialacquisitions will proceed to completion. Current trading and dividend policy As indicated at the time of the Company's preliminary announcement of results on14 June 2007, the current financial year has got off to a very satisfactorystart and the Board looks forward to the future with confidence. The Board remains committed to implementing a progressive dividend policy and,subject to no unforeseen circumstances arising, intends to pay an initialdividend no later than in respect of the 6 month period ending 30 September2008. The Placing Dawnay, Day Corporate Broking (a division of Dawnay, Day Brokers Limited) andStrand Partners Limited ("Strand"), as Placing Agents, on behalf of the Company,have conditionally placed 2,415,250 Placing Shares with institutional and otherinvestors at the Placing Price to raise net proceeds of approximately £3.15million after total costs of approximately £0.35 million. The Placing Shareswill, on admission to trading on AIM, be credited as fully paid and rank paripassu in all respects with the existing issued ordinary shares of 1p each in theCompany ("Ordinary Shares"), including the right to receive all dividends andother distributions declared, made or paid on the Ordinary Shares after thatdate. Furthermore, Strand will subscribe (utilising certain of the monies payable toit by way of fees, in connection with the Placing) for 13,793 new OrdinaryShares at the Placing Price ("Strand Shares") which will credited as fully paid and rank pari passu in all respects with the existing issued Ordinary Shares. Due to the size of the Placing relative to the Company's existing authority toallot shares, the Placing is conditional (amongst other things) upon the passingof certain resolutions by the Company's shareholders at an Extraordinary GeneralMeeting ("EGM") of the Company to be held on 30 August 2007. A circularcontaining a notice of the EGM is being posted to the Company's shareholderstoday. Application will be made to the London Stock Exchange for the Placing Shares andthe Strand Shares to be admitted to trading on AIM. It is expected that,conditional upon the passing at the EGM of the resolutions necessary to effectthe Placing, dealings in the Placing Shares will commence on 31 August 2007. The Placing Shares represent approximately 17.95 per cent. of the current issuedshare capital of the Company. Following the Placing and the allotment of theStrand Shares there will be 15,887,612 Ordinary Shares in issue. The PlacingShares and the Strand Shares together represent approximately 15.29 per cent. ofthe enlarged issued share capital. The Company also announces that Graham Forrest (Chief Executive) has agreed, inprinciple, to sell up to 84,500 Ordinary Shares at the Placing Price ("SaleShares"), such sale being subject to, inter alia, completion of the Placing. In the event that the sale by him of the Sale Shares proceeds to completion,Graham Forrest will have the following interest in the enlarged issued sharecapital: Number of Total number of Ordinary Shares Ordinary Shares % of EnlargedDirector to be sold held following sale Share Capital Graham Forrest 84,500 2,553,014 16.07 Jon Pither, Chairman of Northern Bear, commented: "We are delighted that thisplacing has been completed successfully and it is gratifying to witness suchhigh levels of demand from a variety of quality investors. This clearlyillustrates their confidence in our business model and we believe that theplacing makes both strategic and commercial sense as we take Northern Bear tothe next stage of its development." * * ENDS * * Enquiries please contact: Northern Bear PlcGraham Forrest, Chief Executive0191 371 2934 Strand Partners LimitedJames Harris / Braden Saunders020 7409 3494 Dawnay, Day Corporate Broking (a division of Dawnay, Day Brokers Limited)Ian McLean0131 225 3825 This information is provided by RNS The company news service from the London Stock Exchange