Circ re. demergers

18 Jan 2005 07:00

Safeland PLC18 January 2005 Press Announcement Safeland Plc 18 January 2004 Recommended proposals relating to the demerger of certain subsidiaries (the "Demerger") The board of Safeland plc (the "Company") announces proposals relating to thedemerger of seven recently formed wholly owned subsidiaries (the "Subsidiaries"). The Subsidiaries have been established to act as acquisition vehicles forsuitable business opportunities which may arise in the future. Such businessopportunities will not compete with the business of the Continuing SafelandGroup and will not be restricted to property related opportunities. Theintention is to apply, in due course, for the ordinary share capital of each ofthe Subsidiaries to be admitted to trading on AIM. In order to effect the Demerger, new ordinary shares representing 90 per cent.of the enlarged issued share capital of each of the Subsidiaries will bedistributed by way of a dividend in specie to Safeland Shareholders. Safelandwill retain a 10 per cent. interest in each of the Subsidiaries following theDemerger. Each Safeland Shareholder on the register of members on 2 February2005 will receive a dividend of such Subsidiary Shares on the following basis: 2.5 shares in each Subsidiary for each Safeland Share held on the Demerger Record Date and so in proportion for any other number of Safeland Shares held. Entitlements to Subsidiary Shares will be rounded down to the nearest wholeSubsidiary Share. Each Subsidiary Share will be issued credited as fully paid asto its nominal value of 0.1p. The gross value of the distribution in specie isapproximately 1.94p per existing issued Safeland Share. In view of the nature of the Demerger, the fact that Larry Lipman, Errol Lipmanand Paul Davis are directors of the Subsidiaries and that it is intended thatthey be granted options over shares in the Subsidiaries, these proposals areconditional on the approval of Safeland Shareholders, which will be sought at anExtraordinary General Meeting to be convened at 9.30 a.m. on 2 February 2005,notice of which is contained in a circular to shareholders posted yesterday. Copies of the circular are available for viewing at the UK Listing Authority'sdocument viewing facility which is situated at 25 The North Colonnade, CanaryWharf, London E14 5HS. Copies of the circular can be obtained from Safeland plc's registered office at94-96 Great North Road, London N2 0NL. -end- This information is provided by RNS The company news service from the London Stock Exchange