Severfield Regulatory News (SFR)

19 Sep 2007 12:26

Severfield-Rowen PLC19 September 2007 19 September 2007 Severfield-Rowen Plc ("Severfield-Rowen" or the "Company") 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. Despatch of circular in relation to the Proposed acquisitions of Action Merchants Limited ("AML") and Dalton Airfield Estate Limited ("DAEL"), Proposed new performance share plan and Proposed 4 for 1 subdivision of share capital On 22 August 2007, Severfield-Rowen Plc, the market leading structural steelgroup, announced that it had agreed to acquire Action Merchants Limited, theholding company of Fisher Engineering Limited ("Fisher Engineering"), aconstructional steel fabricator (the "Fisher Acquisition"), and Dalton AirfieldEstate Limited which owns the long leasehold title to the Group's headquartersand the freehold title to a little over half of Severfield-Reeve StructuresLimited's fabrication facility, both at Dalton Airfield Industrial Estate(together, the Dalton Facility) (the "Property Acquisition"). In connection with the Fisher Acquisition, the Company has entered into anagreement to acquire 90.2 per cent. of the "A" shares, and all of the "B" sharesand Preference Shares in AML ("Fisher Acquisition Agreement"). On completion ofthe Fisher Acquisition Agreement, the Company will enter into call optionagreements ("Fisher Option Agreements") pursuant to which it will have the rightto acquire the balance of the "A" Shares not acquired pursuant to the FisherAcquisition Agreement. The Company intends to exercise the call options underthe Fisher Option Agreements following completion of the Fisher AcquisitionAgreement to thereby acquire 100 per cent. of the share capital of AML. The Fisher Acquisition and the Property Acquisition are each conditional upon,inter alia, the approval of Severfield-Rowen shareholders, which is to be soughtat an Extraordinary General Meeting (the "EGM") to be held at 10.00 a.m. on 5October 2007 at the offices of Ashurst, Broadwalk House, 5 Appold Street, LondonEC2A 2HA. Proposed Performance Share Plan In addition to the Fisher Acquisition and the Property Acquisition, the Boardwill be proposing a new performance share plan ("Performance Share Plan") forapproval at the EGM. The Performance Share Plan, for which performanceconditions have been set by the Company's Remuneration Committee, will be put inplace to provide incentive arrangements for executive Directors and selectedsenior employees. Proposed subdivision of share capital The Board is also proposing to split the Company's share capital on the basis of4 new ordinary shares for each existing ordinary share held, in order toincrease the marketability of the Company's shares ("Subdivision"). The nominalvalue of each new ordinary share will be 2.5 pence instead of the current 10pence. If approved at the EGM, trading in the new ordinary shares is expectedto commence on 9 October 2007. Proposed timetable 10.00 a.m. on 5 October 2007 EGM 8 October 2007 Completion of Fisher Acquisition Agreement 4:30 p.m. on 8 October 2007 Record date for subdivision of share capital 8.00 a.m. on 9 October 2007 CREST accounts credited with new ordinary shares of 2.5p each and commencement of dealings in new ordinary shares 9 October 2007 Completion of the Fisher Option Agreements 9 October 2007 Completion of the Property Acquisition by 16 October 2007 Share certificates in respect of new ordinary shares to be despatched to shareholders Severfield-Rowen will announce its interim results for the six months ending 30June 2007 on Tuesday 25 September 2007. A presentation for City analysts willtake place at Financial Dynamics, Holborn Gate, 26 Southampton Buildings, WC2A1PB at 9.00 a.m. that day. A circular with further details of the Fisher Acquisition, the PropertyAcquisition, the Performance Share Plan, the Subdivision and notice of the EGMhas today been sent to shareholders, with a copy submitted to the UK ListingAuthority, and will shortly be available for inspection at the UK ListingAuthority's Document Viewing Facility at Financial Services Authority, 25 NorthColonnade, Canary Wharf, London E14 5HS. The circular is also available forviewing on the Company's website at www.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 This information is provided by RNS The company news service from the London Stock Exchange