Severfield Regulatory News (SFR)

5 Oct 2007 11:33

Severfield-Rowen PLC05 October 2007 5 October 2007 Severfield-Rowen Plc ("Severfield-Rowen" or the "Company") Result of Extraordinary General Meeting Expected timetable for completion of acquisition of Fisher Engineering Limited and acquisition of Dalton Airfield Estate Limited Admission of Consideration Shares Awards made under the new Performance Share Plan Subdivision and Admission of New Ordinary Shares On 22 August 2007, Severfield-Rowen Plc, the market leading structural steelgroup, announced that it had agreed to acquire Action Merchants Limited ("AML"),the holding company of Fisher Engineering Limited, a constructional steelfabricator (the "Fisher Acquisition"), and Dalton Airfield Estate Limited whichowns the long leasehold title to the Group's headquarters and the freehold titleto a little over half of Severfield-Reeve Structures Limited's fabricationfacility, both at Dalton Airfield Industrial Estate (the "PropertyAcquisition"). Both the Fisher Acquisition and the Property Acquisition were conditional on,inter alia, shareholder approval. Accordingly, an extraordinary general meetingof the Company was convened for today to consider resolutions in respect of theFisher Acquisition and the Property Acquisition. In addition, the extraordinarygeneral meeting considered the adoption of a new performance share plan("Performance Share Plan") and a resolution in relation to the subdivision ofthe Company's ordinary share capital on the basis of 4 new ordinary shares ("NewOrdinary Shares") for each existing ordinary share held ("Subdivision"). The Board of Severfield-Rowen is pleased to announce that at today'sExtraordinary General Meeting all resolutions put to shareholders were dulyapproved. 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. Part of the consideration under the Fisher Acquisition Agreement will besatisfied by the issue of 1,750,000 existing ordinary shares in the capital ofthe Company ("Consideration Shares") at approximately 2089 pence each to thesellers of AML. Application has been made to the UK Listing Authority for thelisting of, and to the London Stock Exchange for the admission of, theConsideration Shares which is expected to take place on 8 October 2007("Admission"). Following Admission, completion of the Fisher AcquisitionAgreement will occur. With effect from completion of the Fisher Acquisition, Ian Cochrane will beappointed to the Board of Severfield-Rowen. The conditions under the Property Acquisition have been satisfied and completionof the Property Acquisition is expected to occur on 9 October 2007. The Company's remuneration committee has today approved and granted conditionalawards under the Company's new Performance Share Plan to the following executivedirectors as follows: Director Position Number of Total number of Ordinary Ordinary Shares over Shares which share incentive under award awards held following notification Tom Haughey Chief Executive Officer 27,736 36,626 Peter Emerson Chief Operations Officer 22,189 30,635 Peter Ellison Managing Director, Steelcraft 18,491 26,710 Erection Services Peter Davison Finance Director 15,902 22,881 Brian Hick Managing Director, Severfield-Reeve 12,943 19,318 Structures Nigel Pickard Managing Director, Atlas Ward 12,943 15,134 Structures The awards will normally vest on the third anniversary of grant subject tocontinued employment and the satisfaction of an earnings per share growthperformance condition. No consideration was paid for the grant of the awards andno consideration is due on the vesting of the awards. The notification of the above grants is made in accordance with DR 3.1.4R(1)(a). Pursuant to the Subdivision, application has been made to the UK ListingAuthority for the listing of, and to the London Stock Exchange for the admissionof, the New Ordinary Shares on 9 October 2007. At 4.30 p.m. on 8 October 2007,trading in Severfield-Rowen's 22,151,969 (including the Consideration Shares)existing ordinary shares (of 10p nominal value) will be cancelled. It isexpected that admission to trading of the 88,607,876 New Ordinary Shares (of2.5p nominal value) arising following the Subdivision will become effective anddealings, for normal settlement, will commence at 8.00 a.m. on 9 October 2007. Expected timetable 8 October 2007 Admission of the Consideration Shares 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 Enquiries: Severfield-Rowen Plc Peter Levine 0207 493 7888 Tom Haughey 01845 577 896 Keith Elliott 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