Severfield Regulatory News (SFR)

22 Aug 2007 11:12

Severfield-Rowen PLC22 August 2007 22 August 2007 Severfield-Rowen Plc This announcement is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction in which the same would be unlawful. This announcement is not an offer of securities in any jurisdiction. Acquisition of Fisher Engineering Limited and Dalton Airfield Estate Limited Severfield-Rowen Plc ("Severfield-Rowen" or the "Company"), the market leadingstructural steel group, is pleased to announce that it has agreed to acquireAction Merchants Limited ("AML"), the holding company of Fisher EngineeringLimited ("Fisher Engineering"), a constructional steel fabricator (the "FisherAcquisition"). In addition, Severfield-Rowen has agreed to acquire DaltonAirfield Estate Limited ("DAEL") which owns the long leasehold title to theGroup's headquarters and the freehold title to a little over half ofSeverfield-Reeve Structures Limited's fabrication facility, both at DaltonAirfield Industrial Estate (together, the Dalton Facility) (the "PropertyAcquisition"). The Fisher Acquisition • Severfield-Rowen has agreed to buy AML, the holding company of FisherEngineering, for a total consideration of approximately £90 million, of which£36.6 million will be satisfied by the issue of 1,750,000 new Shares atapproximately 2,089 pence each with the balance in cash • Fisher Engineering is a leading construction steel fabricator based nearEnniskillen, Northern Ireland with a strong client base and focus ondelivering high value projects, which will be an excellent fit withSeverfield-Rowen • The Fisher Acquisition will extend Severfield-Rowen's leading marketposition in the UK and give Severfield-Rowen a stronger presence in the growingIrish steel fabrication market • The increased scale created by the Fisher Acquisition should allow foreconomies of scale • Fisher Engineering has a robust order book of good quality business which,together with Severfield-Rowen, gives a current forward order book in excess of£300 million for the Enlarged Group • Fisher Engineering's experienced management team will further strengthenthe Severfield-Rowen executive management team • The Directors expect that the Fisher Acquisition will be significantlyearnings enhancing before amortisation of intangibles in the first full yearpost acquisition* and the return on investment is expected to exceedSeverfield-Rowen's current cost of capital The Property Acquisition • The Company is proposing to acquire DAEL, which owns the long leaseholdtitle to the Group's headquarters and the freehold title to a little over halfof Severfield-Reeve Structures Limited's fabrication facility, both at DaltonAirfield Industrial Estate, for a total cost to the Company of £23.5 million,comprising cash consideration of approximately £14.9 million and the assumptionby the Company of a term loan of approximately £8.6 million • The Property Acquisition is a related party transaction as a result of theDAEL Sellers' connection with the Company. Five of the DAEL Sellers areDirectors of the Company, one of them is a former Director and one of them is adirector of a subsidiary of the Company • The DAEL Sellers wish to dispose of their interest in the Dalton Facilityand the Independent Directors feel that it is in the best interests ofShareholders for the Company to regain control of this facility • The Company is, as a result of its development in recent years, now in afinancial position to be able to repurchase this key asset • The Property Acquisition will enable Severfield-Rowen to re-acquireownership of the land thereby ensuring full flexibility for the use of the sitein the future • The Property Acquisition is expected to be broadly earnings neutral* Both the Fisher Acquisition and the Property Acquisition are subject toShareholder approval with the acquisitions expected to be completed in earlyAutumn. Severfield-Rowen Chairman, Peter Levine, commented: "We are delighted to announce the acquisition of Fisher Engineering, a qualitybusiness which we respect. With its strong client base, robust order book andfocus on good quality business, Fisher Engineering is an excellent fit withSeverfield-Rowen. The combination of Severfield-Rowen and Fisher Engineeringwill increase our scale and further strengthen our offering to clients at a timewhen we are seeing significant demand for the Group's structural steelworkprojects. The Fisher Acquisition marks the next step in the Group's growthstrategy and reflects our confidence in the future underpinned by a combinedorder book in excess of £300 million." Fisher Engineering Joint Managing Directors, Ian Cochrane and Ernie Fishercommented: "We are looking forward to joining the Severfield-Rowen group and enjoying thebenefits of greater economies of scale and investment. We have knownSeverfield-Rowen for many years as a respected competitor and now look forwardto working with them going forward." \* This statement should not be interpreted to mean that Severfield-Rowen'searnings per share for the current or future financial years will necessarilymatch or exceed the historic published earnings per share AN ANALYST CONFERENCE CALL WILL BE HELD THIS MORNING AT 12.00 NOON. THE DIAL INNUMBER IS 01452 542 303 AND THE CONFERENCE ID IS 13594295. PARTICIPANTS CANACCESS A PRESENTATION THAT WILL ACCOMPANY THE CALL THROUGH THE COMPANY'S WEBSITEwww.sfrplc.co.uk Enquiries:Severfield-Rowen Plc Peter Levine 0207 493 7888 Tom Haughey 01845 577 896 Keith Elliot 01845 577 896 Hoare Govett Limited Ranald McGregor-Smith 020 7678 8000 John MacGowan Stephen Bowler Financial Dynamics Richard Mountain 020 7269 7291 Susanne Yule 22 August 2007 Severfield-Rowen Plc Acquisition of Fisher Engineering Limited and Dalton Airfield Estate Limited Introduction Severfield-Rowen Plc ("Severfield-Rowen" or the "Company"), the market leadingstructural steel group, is pleased to announce that it has agreed to acquireAction Merchants Limited, the holding company of Fisher Engineering Limited ("Fisher Engineering"), a constructional steel fabricator (the "FisherAcquisition"). In addition, Severfield-Rowen has agreed to acquire DaltonAirfield Estate Limited ("DAEL") which owns the long leasehold title to theGroup's headquarters and the freehold title to a little over half ofSeverfield-Reeve Structures Limited's fabrication facility, both at DaltonAirfield Industrial Estate (together, the Dalton Facility) (the "PropertyAcquisition"). The Fisher Acquisition and the Property Acquisition are conditional upon, interalia, the approval of Severfield-Rowen Shareholders, which is to be sought at anExtraordinary General Meeting (the "EGM"). A circular with further details ofthe acquisitions will be sent to Shareholders as soon as possible. Information on the Fisher Acquisition Information on Fisher Engineering Fisher Engineering, a construction steel fabricator, is involved in thesteelwork industry focusing on larger projects, principally in Ireland. Thecompany was incorporated in 1974 and had 240 employees as at 31 December 2006. Fisher Engineering operates from a 21,000 square-metre workspace atBallinamallard, near Enniskillen, Northern Ireland, with an annual capacity inexcess of 25,000 tonnes. Fisher Engineering's modern production methods allow it to meet thespecifications of many leading corporations such as Intel, Wyeth Medica andPfizer. They have also constructed major industrial projects for the QuinnGroup, in both Ireland and the UK mainland. Key projects currently in progressinclude Victoria Square Belfast, The Point District Centre Dublin, The NationalConference Centre in Dublin and Kingsgate Shopping Centre in Dunfermline. Fisher Engineering has a strong client base and a robust order book. TheCompany and Fisher Engineering respect each other as competitors. Fisher Engineering's management team has considerable experience, it is led byErnie Fisher, Managing Director, Ivan Fisher, Works Director, Ian Cochrane,Project Director, Wesley Knox, Financial Director and Brian Keys, AssociateProduction Director. Following Fisher Completion, Ernie Fisher and Ian Cochranewill be joint managing directors of Fisher Engineering and Ian will also joinSeverfield-Rowen's board of directors. Ivan Fisher will remain as WorksDirector, Wesley Knox as Financial Director and Brian Keys will be ProductionDirector. Ian Cochrane will enter into a new service agreement with Fisher Engineeringwith effect from and conditional upon Fisher Completion. He will be appointedas Managing Director of Fisher Engineering and will be a director of both FisherEngineering and Severfield-Rowen. In common with the other executive Directors,Ian Cochrane will be employed on a rolling 12 month basis. Financial Information on Fisher Engineering * £'000s 31 December 2004 31 December 2005 31 December 2006 Turnover 49,001 43,835 35,425Profit before tax 16,344 14,165 10,290Profit after tax 11,481 9,914 7,228 Net assets** 10,507 13,420 13,648Gross assets** 20,419 22,463 22,412 Notes: *Extracted from the signed annual reports prepared under UK GAAP and theaccounting policies of Fisher Engineering for each relevant year. *\* The assets stated exclude additional land of £1.5 million acquired as part ofthe Fisher Acquisition. Following on from the strong results of Fisher Engineering in 2004, revenue forthe year ended 31 December 2005 was reduced as activity on three large contractsdecreased. In the year ended 31 December 2006 a major contract in which FisherEngineering had invested significant resource experienced slippage as a resultof delay in the project securing planning permission. Margins modestly sufferedas a result of the re-allocation of stock to lower margin contracts that weresubsequently undertaken at short notice. Fisher Engineering has now commencedthis project and it is expected to be substantially complete in the currentfinancial year. Fisher Engineering has a robust order book of good quality business which,together with Severfield-Rowen, gives a current forward order book in excess of£300 million for the Enlarged Group. Background to and reasons for the Fisher Acquisition The Company and Fisher Engineering respect each other as competitors. TheDirectors believe that the Fisher Acquisition will deliver the followingbenefits to the Group: • The addition of a strong client base and focus on delivering high valueprojects • The Fisher Acquisition will extend Severfield-Rowen's leading marketposition in the UK and give Severfield-Rowen a stronger presence in the growingIrish steel fabrication market • The increased scale created by the Fisher Acquisition should allow foreconomies of scale • Fisher Engineering has a robust order book of good quality business which,together with Severfield-Rowen, gives a current forward order book in excess of£300 million for the Enlarged Group • Fisher Engineering's experienced management team will further strengthenthe Severfield-Rowen executive management team • The Directors expect that the Fisher Acquisition will be significantlyearnings enhancing before amortisation of intangibles in the first full yearpost acquisition* and the return on investment is expected to exceedSeverfield-Rowen's current cost of capital Principal terms of the Fisher Acquisition The Fisher Acquisition Agreement provides for the acquisition by the Company ofall of the issued share capital of Action Merchants Limited, the holding companyof Fisher Engineering Limited, for an aggregate consideration of approximately£90 million, of which £36.6 million will be satisfied by the issue to the FisherSellers of 1,750,000 new Shares at approximately 2,089 pence per share, beingthe average of the middle market price of the Shares for the five Business Daysimmediately prior to the date of the Fisher Acquisition agreement, with thebalance of £53.4 million to be paid in cash. Ian Cochrane and Wesley Knox have each entered into lock-in agreements with theCompany. Further details are included in the paragraph below entitled 'Lock-inArrangements'. Completion of the Fisher Acquisition is conditional, inter alia, onSeverfield-Rowen Shareholder consent, Admission of the 1,750,000 new Shares tolisting on the Official List of the Financial Services Authority and to tradingon the London Stock Exchange's main market for listed securities, the Companybeing satisfied, in its absolute discretion, with the outcome of its legal andfinancial due diligence exercises and surveys of Fisher Engineering's propertiesand funds under the new Facility Agreement being available for drawdown. The Fisher Sellers have agreed that, if the profit before tax of FisherEngineering for the financial year ending 31 December 2007, (as shown in itsaccounts for the financial year to 31 December 2007) is less than £10 million,the shortfall will be repaid to the Company on a pound for pound basis. The Fisher Sellers have also agreed to indemnify the Company on a pound forpound basis to the extent that the net asset value of Fisher Engineering as atFisher Completion is less than £15 million, calculated by reference tocompletion accounts prepared on the basis of Fisher Engineering's existingaccounting policies. Devenish Enterprises Limited, a corporate vehicle owned by certain of the FisherSellers, which owns the Ballinamallard Site from which Fisher Engineeringoperates, has also agreed to enter into a 25 year lease for use by the Companyof the Ballinamallard Site at an initial rent of £511,500 per annum. Funding of the Fisher Acquisition The consideration for the Fisher Acquisition of approximately £90 million willbe satisfied partly in cash and partly through the issue of 1,750,000 NewOrdinary Shares to the Fisher Sellers. The cash element of the considerationwill be financed by the Company's existing resources and from new bankfacilities of £80 million to be provided by The Royal Bank of Scotland plc andNational Australia Bank Limited. The bank facilities comprise (i) a committedmulticurrency bond facility in an aggregate amount of £10 million and (ii) acommitted multicurrency revolving credit facility in an aggregate amount of £70million. Lock-In Arrangements Each of Ian Cochrane and Wesley Knox has entered into a lock-in agreement withthe Company pursuant to which he has agreed not to dispose of any of the newShares issued to him pursuant to the Fisher Acquisition in the year immediatelyfollowing Admission, which amount, in aggregate, to 610,292 new Shares. In addition, each of Ernie Fisher and Ivan Fisher has given a confirmation tothe Company that he will not dispose of any of the new Shares issued to himpursuant to the Fisher Acquisition without first having consulted the Company'schairman. Structure of Enlarged Group Existing Fisher management will run Fisher Engineering as a separate division,albeit with the financial security and capital available from the Enlarged Groupand by sharing the Enlarged Group's economies of scale. Severfield-Rowen islooking forward to working alongside Fisher Engineering management to developand expand the business. Information on the Property Acquisition Background to the Property Acquisition The Dalton Facility is the principal place of business of the Group and iscurrently occupied by the Group under the terms of a 35 year occupational lease(the "Occupational Lease") from DAEL at a current annual rent of £1.6 million. In March 2001, the Company sold Dalton Airfield Properties Limited ("DaltonProperties"), which then owned the Dalton Facility to Dalton Airfield EstateLimited ("DAEL") for £14 million in cash after attempts to sell it to anotherthird party were terminated ("the Original Sale"). The reason for the OriginalSale was to release significant capital, which could then be deployed tostrengthen the Severfield-Rowen group's businesses and, in particular, to fund anew plate line at a cost of £5 million, to finance an ongoing share buy backprogramme and to provide additional working capital for the Severfield-Rowengroup. The funds enabled Severfield-Rowen's management to complete theacquisition of Watson Steel for £2.6 million and provide additional capitalinvestment of £8.4 million to expand this business. Investment in the new plateline, a new intumescent paint line and increased working capital for the Groupenabled Severfield-Rowen to move from a business generating profit before tax of£6.5 million in the year ended 31 December 2001 to £30.3 million in the yearended 31 December 2006 and to deliver a 307 per cent. increase in annualdividends paid to Shareholders over such period. The Directors believe thatsuch strong growth of the business would not have been possible if the businesshad been financially constrained and did not have this capital available toinvest in expansion. As a result of the opportunity for greater returns fromsuch investment the share buyback programme was not undertaken. The Original Sale was subject to Shareholder approval because the owners of DAELwere certain Directors of the Company and its subsidiaries and therefore it wasa "related party" transaction under the Listing Rules. In January 2004, title in the Dalton Facility was transferred from DaltonProperties to DAEL. It is now proposed that, subject to the approval of Shareholders, the Companyshould purchase from the DAEL Sellers the entire issued share capital of DAEL,for a total cost to the Company of £23.5 million, comprising cash considerationof approximately £14.9 million, and the assumption by the Company of DAEL's termbank loan owing to HBOS of approximately £8.6 million. Five of the DAEL Sellers are directors of the Company (Peter Levine, PeterEllison, Peter Emerson, Peter Davison and Brian Hick), one of them is a formerdirector of the Company (John Severs) and one of them is a director of asubsidiary of the Company (Lindsay Ross). As a result, all of the DAEL Sellersare "related parties" under the Listing Rules for the purposes of the PropertyAcquisition. In view of this fact, Peter Levine, Peter Ellison, Peter Emerson,Peter Davison and Brian Hick have not taken part in the decisions taken by theBoard relating to the Property Acquisition. Accordingly, these decisions havebeen considered and subsequently approved by the Independent Directors. In viewof their interests in the transaction, those DAEL Sellers (including LindsayRoss) who own Severfield-Rowen shares will abstain from voting on the resolutionrelating to the Property Acquisition to be proposed at the EGM and they haveundertaken to take all reasonable steps to ensure that their associates willalso abstain from voting on the relevant resolution. Information on the Dalton Facility The Dalton Facility is owned by DAEL and is occupied by the Group under theterms of the Occupational Lease. DAEL owns the long leasehold title to theGroup's headquarters and the freehold title to a little over half ofSeverfield-Reeve Structures Limited's fabrication facility, both at DaltonAirfield Industrial Estate, Dalton, near Thirsk, North Yorkshire. The siteextends to approximately 11 hectares. The long leasehold property comprised inthe Dalton Facility is for a term of 99 years from 1 June 1988 at an annual rentof £55,500, subject to review, payable by DAEL to the superior landlord. The Dalton Facility currently comprises industrial buildings housing five of theGroup's production lines, a workshop and ancillary industrial buildingscovering over 400,000 square feet in aggregate. In addition, the Group's headoffices of 17,191 square feet are situated at the property. The Independent Directors procured that the combined freehold and long leaseholdinterest of DAEL was valued by two independent valuers, DTZ and Knight Frank,(in reports dated 14 August 2007 and 21 August 2007 respectively) for thepurposes of the Property Acquisition. They valued DAEL at £22.06 million (net of£1.27 million of purchaser's costs) and £24.0 million (net of 2.0 per cent. ofpurchaser's costs) respectively. The Board has appointed an independent boardcommittee to consider the transaction. For the financial year ended 31 December 2006, DAEL had profit before tax fromcontinuing operations of £0.4 million and, as at 31 December 2006, the bookvalue of the DAEL's investment properties was £25.6 million. Apart fromreceiving rent under the Occupational Lease, the Dalton Group does not carry onany other business. Background to and reasons for the Property Acquisition • The Independent Directors consider the Property Acquisition to be in thebest strategic interests of the Company since the DAEL Sellers wish to disposeof their interest in the Dalton Facility and the Independent Directors feel thatit is in the best interests of the Company to regain control of this facility • The Company is, as a result of its development in recent years, now in afinancial position to be able to repurchase this key asset • At the time of the Original Sale and leaseback, the Company requiredcapital to fund investment and to provide working capital • The Property Acquisition will enable Severfield-Rowen to re-acquireownership of the land thereby ensuring full flexibility for the use of the sitein the future • Overall, the Property Acquisition is expected to be broadly earningsneutral*. Principal Terms of the Dalton Estate Acquisition The Property Acquisition Agreement provides for the acquisition by the Companyof all of the issued share capital of DAEL for a total cost of £23.5 million,comprising cash consideration of approximately £14.9 million and the assumptionby the Company of a term loan of approximately £8.6 million. Completion of theProperty Acquisition is conditional, inter alia, on the approval ofShareholders. Completion will take place immediately following Shareholdersapproving the Property Acquisition if, by then, all other conditions have beensatisfied. The cash consideration due under the Property Acquisition Agreement will befinanced from the Company's existing resources. Current trading and prospects Trading in 2007 has been good and in line with management expectations. Weremain confident of further success in the remaining months of 2007 and beyond. \* This statement should not be interpreted to mean that Severfield-Rowen'searnings per share for the current or future financial years will necessarilymatch or exceed the historic published earnings per share Enquiries: Severfield-Rowen Plc Peter Levine 0207 493 7888 Tom Haughey 01845 577 896 Keith Elliot 01845 577 896 Hoare Govett Limited Ranald McGregor-Smith 020 7678 8000 John MacGowan Stephen Bowler Financial Dynamics Richard Mountain 020 7269 7291 Susanne Yule Hoare Govett Limited ("Hoare Govett"), which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively asfinancial adviser, sponsor and corporate broker for Severfield-Rowen and no oneelse in connection with the Fisher Acquisition and the Property Acquisition andwill not be responsible to anyone other than Severfield-Rowen for providing theprotections afforded to its clients or for providing advice in relation to theFisher Acquisition or the Property Acquisition or in relation to the contents ofthis announcement, or for any other transaction, arrangement or matters referredto in this announcement. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The informationcontained in this announcement is subject to change without notice and neitherSeverfield-Rowen nor Hoare Govett assumes any responsibility or obligation toupdate publicly or review any of the forward-looking statements containedherein. No statement in this announcement is or is intended to be a profit forecast orto imply that the earnings of Severfield-Rowen for the current or futurefinancial years will necessarily match or exceed the historical or publishedearnings of Severfield-Rowen. The ordinary shares referred to in this announcement have not been, and will notbe, registered under the U.S. Securities Act of 1933, as amended or under thesecurities laws of any state of the United States and may not be offered, soldor transferred, directly or indirectly, within the United States except pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act and applicable state securities laws. Thisannouncement does not constitute an offer to sell or the solicitation of anoffer to buy, nor shall there be any sale of, the ordinary shares in any statein which such offer, solicitation or sale would be unlawful. The ordinaryshares have not been, and will not be, registered with any regulatory authorityof any state within the United States. No money, securities or otherconsideration is being solicited and, if sent in response to the informationherein, will not be accepted. Appendix 1 Definitions The following definitions apply throughout this announcement, unless the contextotherwise requires:"£, pence or sterling" the lawful currency of the UK;"Admission" the FSA granting permission for the 1,750,000 new Shares to be issued pursuant to the Fisher Acquisition to be admitted to the Official List and to trading on the main market of the London Stock Exchange;"AML" Action Merchants Limited;"Ballinamallard Site" Fisher Engineering's site at Ballinamallard, Enniskillen, County Fermanagh, BT94 2FY;"Business Day" any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business;"DAEL" Dalton Airfield Estate Limited, a company registered in England and Wales under number 4129749, the entire issued share capital of which is owned by the DAEL Sellers;"DAEL Sellers" Peter Levine, Peter Ellison, Peter Emerson, Peter Davison, Brian Hick, John Severs and Lindsay Ross; "Dalton Facility" the property comprising the long leasehold title to the Group's headquarters and the freehold title to a little over half of severfield-Reeve Structures Limited's fabrication facility, located at Dalton Airfield Industrial Estate and currently owned by DAEL;"Dalton Group" DAEL and Dalton Properties;"Dalton Properties" Dalton Airfield Properties Limited, a company registered in England and Wales under number 4130197 and a wholly owned subsidiary of DAEL;"Directors or Board" the directors of the Company;"Enlarged Group" the Group, as enlarged by the Fisher Acquisition and the Property Acquisition;"Extraordinary General Meeting" or "EGM" the extraordinary general meeting of the Company to be convened, inter alia, to obtain Shareholder consent for the Fisher Acquisition and the Property Acquisition (or any adjournment of it);"Facility Agreement" the new facility of up to £80 million to part finance the Fisher Acquisition;"Financial Services Authority" or "FSA" the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA;"Fisher Acquisition" the proposed acquisition of AML by Severfield-Rowen in accordance with the Fisher Acquisition Agreement;"Fisher Acquisition Agreement" the conditional agreement between Severfield-Rowen and the Fisher Sellers dated 22 August 2007 relating to the sale and purchase of AML;"Fisher Completion" completion of the Fisher Acquisition Agreement in accordance with its terms;"Fisher Engineering" Fisher Engineering Limited;"Fisher Sellers" Thomas Ernest Fisher, Joan Elizabeth Fisher, Ivan Edwin Scott Fisher, James Sommerville Henderson, Wesley Norman Knox and Ian Robert Samuel Cochrane;"FSMA" the Financial Services and Markets Act 2000 of England and Wales, as amended;"Group" the Company and its subsidiary undertakings as at the date of this announcement;"Hoare Govett" Hoare Govett Limited;"Independent Directors" Tom Haughey, Nigel Pickard, Keith Elliott, John Featherstone, David Ridley and Geoff Wright;"Listing Rules" the Listing Rules of the FSA;"London Stock Exchange" London Stock Exchange plc;"Occupational Lease" the 35 yearlease pursuant to which the Company occupies the Dalton Facility;"Official List" the Official List of the FSA;"Original Sale" the original sale by the Company of Dalton Properties to DAEL in March 2001;"Property Acquisition" the proposed acquisition of DAEL by the Company in accordance with the Property Acquisition Agreement"Property Acquisition Agreement" the conditional agreement between Severfield-Rowen and the DAEL Sellers dated 22 August 2007 relating to the sale and purchase of DAEL;"Shareholder(s)" holder(s) of Shares or new ;"Shares" the ordinary shares in the capital of the Company;"Severfield-Rowen" or the Company" Severfield-Rowen Plc;"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland. 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