Ocean Wilsons Regulatory News (OCN)

27 Apr 2007 07:43

Ocean Wilsons Holdings Ld27 April 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE 27 April 2007 OCEAN WILSONS HOLDINGS LIMITED Decision on and Pricing of Wilson Sons Limited Flotation On 2 April 2007, Ocean Wilsons Holdings Limited ("OWHL") announced plans forthe flotation of Wilson Sons Limited ("Wilson Sons"), the holding company of itsBrazilian Business, on the Sao Paulo Stock Exchange and the Luxembourg StockExchange (the "Flotation") and a circular was posted to shareholders of OWHLdescribing the Flotation containing a notice convening a special general meetingof OWHL (the "SGM") at which a resolution was to be proposed to approve theFlotation. The decision whether or not to proceed with the Flotation, thenumber of shares to be offered or sold, and the final offer price was to be madeby the Board following a book-building exercise. On 19 April 2007, theresolution to approve the Flotation was passed at the SGM. OWHL now announces that the Board of OWHL and the Board of Wilson Sons havedecided to proceed with the Flotation. The Flotation will involve the sale of 15.4 million shares by OWHL, resulting ingross proceeds to OWHL of approximately US$ 180.8 million, and the issue of 11million new shares by Wilson Sons, raising approximately US$129.1 million forWilson Sons. There is also an over-allotment option under which up to a further3.3 million shares may be sold by OWHL as a result of stabilisation transactionsin the 30 days following the listing. The offer price will be US$ 11.74 per Wilson Sons share. This implies a WilsonSons market capitalisation (including issue proceeds to be retained by WilsonSons) of approximately US$ 835.2 million. Following the flotation, OWHL willretain a 62.9% holding in Wilson Sons (before any exercise of the over-allotmentoption). Trading of Wilson Sons shares is expected to commence on 30 April 2007 and theproceeds from the sale of Shares are expected to be received by OWHL on or about4 May, 2007 with proceeds from any sale pursuant to the over allotment optionexpected to be received up to 30 days later. An announcement confirming thecommencement of trading in Wilson Sons shares and any exercise of the over-allotment option will be made in due course. This announcement and the information contained herein are not for publication,distribution or release in, or into, the United States, Canada, Australia orJapan. No prospectus will be prepared with any regulations made inimplementation of the Prospectus Directive (2003/71/EC) and the Wilson Sonsshares and Brazilian Depository Receipts ("BDRs") may not be offered to thepublic in the EEA, absent an exemption from the requirement to prepare aprospectus. The Wilson Sons shares and BDRs have not been and will not beregistered under the US Securities Act 1933 (as amended) ("Securities Act") andmay not be offered or sold (a) in the United States absent registration or anapplicable exemption from registration requirements under the Securities Act, or(b) in any other jurisdiction in which such offer or sale is prohibited. Thisannouncement shall not constitute an offer to sell nor the solicitation of anoffer to buy the Wilson Sons shares or BDRs. This information is provided by RNS The company news service from the London Stock Exchange