RNS Number:6590U
Colas Limited
24 November 2000
Not for release, publication or distribution in or into the United States,
Canada, Japan or Australia
RECOMMENDED CASH OFFERS
by
PricewaterhouseCoopers
on behalf of
Colas Limited
for
Aram Resources plc
Summary
The boards of Colas Limited ("Colas") and Aram Resources plc ("Aram") announce
that they have reached agreement on the terms of recommended cash offers to be
made by PricewaterhouseCoopers on behalf of Colas to acquire Aram.
The Offers, taking into account the terms upon which Colas will acquire the
Binns Shares and the Nixon Shares (as described below), will value the whole
of the issued share capital of Aram at approximately #12.7 million.
The Offers will be unanimously recommended by the Directors of Aram.
Ordinary Offer:
* The Ordinary Offer will be 300p in cash for each Ordinary Share
* The Ordinary Offer will represent a premium of approximately 46 per
cent. over the closing middle market price of 205p per Ordinary Share on
23 November 2000, the last business day prior to the date of this
announcement
* In order to facilitate the Offers, Mr Binns and the Binns Trustees have
each irrevocably agreed to accept 193.1p per Ordinary Share in respect of
the 2,625,000 Ordinary Shares held by them (the "Binns Shares") and Mr
Nixon and the Nixon Trustees have each irrevocably agreed to accept 158.1p
per Ordinary Share in respect of the 2,625,000 Ordinary Shares held by
them (the "Nixon Shares"). In addition, Mr Binns has agreed to provide
certain warranties and an indemnity in relation to Aram, details of which
will be set out in the Offer Document
* Taking into account the terms upon which Colas will acquire the Binns
Shares and the Nixon Shares, the Ordinary Offer will value the whole of
the issued ordinary share capital of Aram (excluding the Preference
Shares) at approximately #10.3 million
Colas has received irrevocable undertakings to accept the Ordinary Offer in
respect of 5,293,360 Ordinary Shares representing approximately 94.1 per cent.
of the issued ordinary share capital of Aram. All of these undertakings
continue to be binding if a higher offer is made.
The Preference Offer will:
* be 267.86p in cash for each Preference Share, representing the
see-through value of the Ordinary Offer on the basis of conversion of 100
Ordinary Shares for every 112 Preference Shares
* value the whole of the issued preference share capital of Aram at
approximately #2.4 million
Colas has received irrevocable undertakings to accept the Preference Offer in
respect of 900,000 Preference Shares representing 100 per cent. of Aram's
issued preference share capital.
Bernard Gaillard, Chief Executive of Colas, said today:
"We are pleased to be making a significant investment in a substantial UK
quarrying business. Colas can bring many benefits to the business of Aram,
both in terms of enhancing Aram's ability to raise funding for the development
of existing sites and opening up new markets for its products".
David Binns, Chief Executive of Aram, said today:
"The combination with Colas will allow Aram to pursue its strategy at a faster
pace and more vigorously than it could as an independent quoted company. It is
just over three years since Aram floated on AIM and raised capital from both
ordinary and preference shareholders at 100 pence per share. The Offers
therefore represent a capital return of 200 per cent. for the ordinary
shareholders who invested in Aram at the time of flotation and a capital
return of 168 per cent. for the preference shareholders".
24 November 2000
Enquiries:
Colas Limited: 01342 711000
Bernard Gaillard
PricewaterhouseCoopers:
Simon Boadle 020 7212 4118
Peter Culver 020 7213 3418
Aram Resources plc: 01285 885537
David Binns
Arthur Andersen: 020 7438 3000
Richard Young
Leonie Grimes
This summary should be read in conjunction with the full text of the following
announcement.
The Offers will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan and this announcement should not be mailed
or otherwise distributed or sent in or into the United States, Canada,
Australia or Japan.
PricewaterhouseCoopers, which is authorised to carry on investment business by
the Institute of Chartered Accountants in England and Wales, is acting only
for Colas and no one else in connection with the Offers and will not regard
any other person as its client or be responsible to any person other than
Colas for providing the protections afforded to clients of
PricewaterhouseCoopers or for giving advice to any such person in relation to
the Offers.
Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is
authorised to carry on investment business by the Institute of Chartered
Accountants in England and Wales, is acting only for Aram and no one else in
connection with the Offers and will not regard any other person as its client
or be responsible to any person other than Aram for providing the protections
afforded to clients of Arthur Andersen or for giving advice to any such person
in relation to the Offers.
This announcement does not constitute an offer or an invitation to purchase
any securities. The formal offer document will be despatched by
PricewaterhouseCoopers on behalf of Colas as soon as practicable.
Not for release, publication or distribution in or into the United States of
America, Canada, Japan or Australia
RECOMMENDED CASH OFFERS
by
PricewaterhouseCoopers
on behalf of
Colas Limited
for
Aram Resources plc
1. Introduction
The boards of Colas and Aram announce that agreement has been reached on the
terms of recommended cash offers to be made by PricewaterhouseCoopers on
behalf of Colas to acquire the entire issued and to be issued share capital of
Aram.
The Offers as a whole, taking into account the terms upon which Colas will
acquire the Binns Shares and the Nixon Shares (as described below), will value
the whole of the issued share capital of Aram at approximately #12.7 million.
The Directors, who have been so advised by Arthur Andersen Corporate Finance,
consider the terms of the Offers to be fair and reasonable. Accordingly, the
Directors will be unanimously recommending holders of Ordinary Shares to
accept the Ordinary Offer and holders of Preference Shares to accept the
Preference Offer. In providing advice to the Directors, Arthur Andersen
Corporate Finance has taken into account the commercial assessments of the
Directors.
Colas has received irrevocable undertakings to accept the Ordinary Offer in
respect of 5,293,360 Ordinary Shares representing approximately 94.1 per cent.
of the issued ordinary share capital and to accept the Preference Offer in
respect of 900,000 Preference Shares representing 100 per cent. of the issued
preference share capital.
2. The Offers
(a) The Ordinary Offer
On behalf of Colas, PricewaterhouseCoopers will offer to acquire, on the terms
and subject to the conditions set out or referred to in this announcement and
in the Offer Document, all of the Ordinary Shares on the following basis:
for each Ordinary Share 300p in cash
The Ordinary Offer will represent a premium of 46 per cent. over the closing
middle market price, as derived from the Daily Official List, of 205p per
Ordinary Share on 23 November 2000, being the last business day prior to this
announcement.
In order to facilitate the Offers, Mr Binns and the Binns Trustees have each
irrevocably agreed to accept consideration equal to 193.1p per Ordinary Share
in respect of the Binns Shares and Mr Nixon and the Nixon Trustees have each
irrevocably agreed to accept consideration equal to 158.1p per Ordinary Share
in respect of the Nixon Shares. In addition, Mr Binns has agreed to provide
certain warranties and an indemnity in relation to Aram, details of which will
be set out in the Offer Document.
Taking into account the terms upon which Colas will acquire the Binns Shares
and the Nixon Shares, the Ordinary Offer will value the whole of the issued
ordinary share capital of Aram (excluding the Preference Shares) at
approximately #10.3 million.
The Ordinary Offer will be subject to the conditions as set out in paragraph 1
of Part A of Appendix I to this announcement.
(b) The Preference Offer
On behalf of Colas, PricewaterhouseCoopers will offer to acquire, on the terms
and subject to the conditions set out or referred to in this announcement and
in the Offer Document, all of the Preference Shares on the following basis:
for each Preference Share 267.86p in cash
The Preference Offer represents the see-through value of the Ordinary Offer on
the basis of the conversion ratio set out in the Articles of Association of
Aram of 100 Ordinary Shares for every 112 Preference Shares.
The Preference Offer will value the whole of the issued preference share
capital of Aram at approximately #2.4m.
The Preference Offer will be conditional on the Ordinary Offer becoming or
being declared unconditional in all respects.
(c) General
The Ordinary Offer will extend to any Ordinary Shares which are
unconditionally allotted or issued fully paid (or credited as fully paid)
prior to the date on which the Ordinary Offer closes (or such earlier date as
Colas may, subject to the Code, decide) including any such Ordinary Shares
unconditionally allotted or issued pursuant to the exercise of options over
Ordinary Shares or following the conversion of any issued Preference Shares.
The Aram Shares are to be acquired by Colas fully paid and free from all
liens, equities, charges, encumbrances, rights of pre-emption and other
interests and third party rights of any nature whatsoever and together with
all rights now or hereafter attaching to them, including the right to receive
and retain all dividends and other distributions declared, made or paid on or
after 24 November 2000.
3. Undertakings to accept the Offers
Colas has received irrevocable undertakings to accept the Offers from certain
Aram Shareholders as set out below:
(a) Ordinary Offer
Ordinary
Shares
Number %
Binns Shares
Robert Davidson Binns 1,026,600 18.3
Robert Davidson Binns, Dorcas Lavinia Maxine Binns and Michael 1,598,400 28.4
Bruce Warburton as trustees for the Robert Davidson Binns (Life
Interest) Settlement 1997
Nixon Shares
Giles Martin Bailey Nixon 400,000 7.1
Giles Martin Bailey Nixon and Wendy Nixon as trustees for the 2,000,000 35.5
Nixon Family Trust
Edmund Probert and Alexander Elphinston as trustees for the Nixon 225,000 4.0
Trust
5,250,000 93.3
Other Directors and connected parties
Andrew Druce Wells 3,360 0.1
Edward Charles Dilley 20,000 0.3
Carol Anne Dilley 5,000 0.1
Jayne Angela Millhouse 10,000 0.2
Plateau Gravel Company Limited 5,000 0.1
Total 5,293,360 94.1
The irrevocable undertakings in respect of the Binns Shares are to accept
193.1p per Ordinary Share and in respect of the Nixon Shares are to accept
158.1p per Ordinary Share.
All of the above irrevocable undertakings will continue to be binding if a
higher competing offer is made for the Ordinary Shares.
(b) Preference Offer
Preference Shares
Number %
AIM Distribution Trust PLC 450,000 50.0
Guinness Flight Venture Capital Trust PLC 450,000 50.0
Total 900,000 100.0
These irrevocable undertakings will lapse if a third party offer is made for
the Ordinary Shares (other than Ordinary Shares already held by or contracted
to be acquired by that third party) at not less than 345p per Ordinary Share
(which would equate to a see-through value of 308p per Preference Share)
within five business days of posting of the Offer Document.
4. Information relating to Colas and Bouygues SA
(a) Colas
Colas is a wholly owned UK subsidiary of Colas SA and conducts the majority of
the Colas Group's UK operations.
The Colas Group is one of the world's leading road construction and
infrastructure maintenance groups. The Colas Group is located in over 40
countries and employs over 40,000 people.
Colas SA's shares are listed on the Paris Stock Exchange with a current market
capitalisation of approximately Euro 1.7 billion (#1.0 billion). Colas SA is a
subsidiary of Bouygues SA, which owns approximately 96 per cent. of the issued
share capital of Colas SA.
For the financial year ended 31 December 1999, the Colas Group had
consolidated sales of FF34,734 million (#3,159 million), profit before tax,
minority interest and exceptional items of FF1,136 million (#103 million) and
shareholders funds of FF5,146 million (#468 million). For the six months ended
30 June 2000, the Colas Group reported consolidated economic turnover of
FF18,178 million (1999: FF14,858 million) and group share of net profit of
FF110 million (1999: net loss of FF39 million).
(b) Bouygues SA
Bouygues SA has operations in the construction, building and telecoms
industries. Bouygues' shares are listed on the Paris Stock Exchange with a
current market capitalisation of approximately Euro 18.3 billion (#10.9
billion).
For the financial year ended 31 December 1999, Bouygues SA had consolidated
sales of FF104.0 billion (#9.5 billion), profit before tax, minority interest
and exceptional items of FF2,075 million (#189 million) and shareholder funds
of FF14.3 billion (#1.3 billion). For the nine months ended 30 September 2000,
Bouygues SA reported consolidated turnover of FF90.3 billion (1999: FF74.5
billion).
5. Information relating to Aram
The Aram Group is principally engaged in wharfing, manufacturing concrete and
coated macadams and quarrying.
For the year ended 31 December 1999, Aram reported a profit before taxation of
#0.37 million (1998: #0.36 million) on turnover of #4.72 million (1998: #3.23
million). Shareholders funds at 31 December 1999 were approximately #17.51
million (1998: #16.14 million). For the six months ended 30 June 2000, Aram
reported a profit before taxation of #0.16 million (1999: #0.12 million) on
turnover of #2.12 million (1999: #1.77 million). Shareholders funds at 30 June
2000 were approximately #17.69 million (1999: #16.18 million).
6. Reasons for the Offers
Colas believes that:
* Aram represents a good strategic fit with Colas as Aram's operations are
largely complementary with Colas's existing business;
* the Offers will strengthen Colas's position in the UK, particularly in
the road construction market, whereby Aram will provide Colas with a
source of aggregate and coated stone in the South and South West of
England, as well as in Liverpool and Manchester; and
* the Offers will enhance Aram's ability to raise external financing and
thus enable it to strengthen its position in the UK bulk mineral
processing and sea transportation markets.
On completion of the Offers, Colas will conduct a review of Aram's business.
On the basis of its current understanding, Colas intends to continue Aram's
business without major change.
7. Aram employees
The Board of Colas has confirmed to the Directors that the existing employment
rights, including pension rights, of all employees of the Aram Group will be
fully safeguarded.
8. Aram share options
A cash cancellation proposal will be made in due course to holders of options
over Ordinary Shares. The cash cancellation amount payable will be equal to
the cash equivalent of the excess of the offer price of 300p per Ordinary
Share over the relevant exercise price.
9. Compulsory acquisition procedures, cancellation of AIM trading facility and
re-registration as a private company
If the Offers become or are declared unconditional in all respects and
assuming sufficient acceptances are received, Colas will apply the provisions
of sections 428 to 430F of the Act to acquire compulsorily any outstanding
Aram Shares.
As soon as it is appropriate and possible so to do, and subject to the
Ordinary Offer becoming or being declared unconditional in all respects, Colas
will apply for cancellation of Aram's trading facility on AIM and re-register
Aram as a private limited company under the relevant provisions of the Act.
10. Recommendation
The Directors, who have been so advised by Arthur Andersen Corporate Finance,
consider the terms of the Offers to be fair and reasonable. Accordingly, the
Directors will be unanimously recommending holders of Ordinary Shares to
accept the Ordinary Offer and holders of Preference Shares to accept the
Preference Offer. In providing advice to the Directors, Arthur Andersen
Corporate Finance has taken into account the commercial assessments of the
Directors.
11. Other information
The Offer Document, containing the full terms and conditions of the Offers
together with the Form(s) of Acceptance, will be posted to Aram Shareholders
as soon as practicable.
This announcement does not constitute an offer or an invitation to purchase
any securities. Save for the irrevocable undertakings to accept the Offers
summarised in paragraph 3 above, neither Colas nor any person acting in
concert with Colas owns or controls any Aram Shares nor has any options to
acquire any Aram Shares.
Save as summarised in paragraphs 3 and 8 of this announcement, neither Colas
nor any person acting in concert with Colas for the purposes of the Offers has
any arrangement in relation to Aram Shares or any securities convertible or
exchangeable into Aram Shares or options (including traded options) in respect
of, or derivatives referenced to, any such shares. For these purposes,
"arrangement" includes an indemnity or option arrangement, any agreement or
understanding, formal or informal, or whatever nature, relating to Aram Shares
which may be an inducement to deal or refrain from dealing in such shares.
The Offers will not be made, directly or indirectly, in or into the United
States, Canada, Australia or Japan and this announcement should not be mailed
or otherwise distributed or sent in or into the United States, Canada,
Australia or Japan.
PricewaterhouseCoopers, which is authorised to carry on investment business by
the Institute of Chartered Accountants in England and Wales, is acting only
for Colas and no one else in connection with the Offers and will not regard
any other person as its client or be responsible to any person other than
Colas for providing the protections afforded to clients of
PricewaterhouseCoopers or for giving advice to any such person in relation to
the Offers.
Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is
authorised to carry on investment business by the Institute of Chartered
Accountants in England and Wales, is acting only for Aram and no one else in
connection with the Offers and will not regard any other person as its client
or be responsible to any person other than Aram for providing the protections
afforded to clients of Arthur Andersen or for giving advice to any such person
in relation to the Offers.
24 November 2000
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFERS
The Offers will comply with the applicable rules and regulations of the London
Stock Exchange and the Code and will be governed by English law and will be
subject to the jurisdiction of the Courts of England. The Offers will be
subject to the conditions and further terms set out below and in the Offer
Document.
PART A - CONDITIONS OF THE OFFERS
1. CONDITIONS OF THE ORDINARY OFFER
The Ordinary Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
3.00 p.m. on the first closing date (or such later time(s) and/or date(s) as
Colas may, subject to the rules of the Code, decide) in respect of not less
than 90 per cent. (or such lesser percentage as Colas may decide) of the
Ordinary Shares to which the Ordinary Offer relates, provided that this
condition will not be satisfied unless Colas shall have acquired or agreed to
acquire, whether pursuant to the Ordinary Offer or otherwise, Ordinary Shares
carrying more than 50 per cent. of the voting rights then exercisable at
general meetings of Aram, including for this purpose, to the extent (if any)
required by the Panel, any votes attaching to (or which would, if issued,
attach to) Ordinary Shares which are unconditionally allotted or issued before
the Ordinary Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise; and for this purpose, the expression "Ordinary Shares to which the
Ordinary Offer relates" shall be construed in accordance with sections 428 to
430F of the Act and Ordinary Shares which have been unconditionally allotted
shall be deemed to carry the voting rights which they will carry on issue; and
(b) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. on the first closing date (or such later time(s) and/
or date(s) as Colas may, subject to the rules of the Code, decide) in respect
of not less than 90 per cent. (or such lesser percentage as Colas may decide)
of the Preference Shares to which the Preference Offer relates; and for the
purposes of this condition, the expression "Preference Shares to which the
Preference Offer relates" shall be construed in accordance with sections 428
to 430F of the Act.
2. CONDITION OF THE PREFERENCE OFFER
The Preference Offer will be conditional on the Ordinary Offer becoming or
being declared unconditional in all respects.
Colas reserves the right to waive condition (b) of Part 1 of this Part A of
Appendix I in whole or in part.
PART B - CERTAIN FURTHER TERMS OF THE OFFERS
The Offers will comply with the rules of the London Stock Exchange and the
Code.
If the Offers lapse for any reason, they will cease to be capable of further
acceptance and accepting Aram Shareholders, PricewaterhouseCoopers and Colas
will cease to be bound by Forms of Acceptance submitted before the time when
the Offers lapse.
APPENDIX II
DEFINITIONS
In this announcement the following expressions shall have the following
meanings unless the context otherwise requires:
"Act" Companies Act 1985 (as amended)
"AIM" Alternative Investment Market of the London Stock Exchange
"Aram" or Aram Resources plc
"Company"
"Aram Group" Aram together with its subsidiaries and subsidiary undertakings
or "Group"
"Aram holders of Aram Shares
Shareholders"
or
"Shareholders"
"Aram Shares" the Ordinary Shares, Preference Shares or any of them as the
context may require
"Binns the 2,625,000 Ordinary Shares held by Mr Binns and the Binns
Shares" Trustees
"Binns Robert Davidson Binns, Dorcas Lavinia Maxine Binns and Michael
Trustees" Bruce Warburton as trustees of the Robert Davidson Binns (Life
Interest) Settlement 1997
"Code" the City Code on Takeovers and Mergers
"Colas" Colas Limited, a wholly-owned UK subsidiary of Colas SA
"Colas Group" Colas SA and its subsidiary undertakings
"Daily the Daily Official List of the London Stock Exchange
Official
List"
"Directors" the directors of Aram
"Euro" the single currency introduced in the third stage of economic and
monetary union pursuant to the EC Treaty establishing the
European Community, as amended from time to time
"FF" French Franc
"Form" or the forms of acceptance and authority relating to the Ordinary
"Form(s) of Offer and/or the Preference Offer, and "Form of Acceptance"
Acceptance" should be construed accordingly
"London Stock London Stock Exchange plc
Exchange"
"Nixon the 2,625,000 Ordinary Shares held by Mr Nixon and the Nixon
Shares" Trustees
"Nixon Giles Martin Bailey Nixon and Wendy Nixon as trustees of the
Trustees" Nixon Family Trust and Edmund Probert and Alexander Elphinston as
trustees of the Nixon Trust
"Offers" the Ordinary Offer and/or the Preference Offer
"Offer the document containing the Offers to be sent to Aram
Document" Shareholders
"Offer the period commencing on 24 November 2000 and ending at 3.00p.m.
Period" on the first closing date (as that term is used in Code) or, if
later, the time and date on which the Ordinary Offer becomes or
is declared unconditional as to acceptances or lapses
"Ordinary the recommended cash offer to be made by PricewaterhouseCoopers
Offer" on behalf of Colas to acquire the Ordinary Shares on the terms
and subject to the conditions to be set out in the Offer Document
and, where the context permits, any subsequent revision,
variation, extension or renewal thereof
"Ordinary holders of Ordinary Shares
Shareholders"
"Ordinary the existing issued and fully paid ordinary shares of 1p each in
Shares" the capital of Aram and any further such shares which are
unconditionally alloted or issued before the date on which the
Ordinary Offer ceases to be open for acceptance (or such earlier
date, subject to the Code, as Colas may decide)
"Panel" the Panel on Takeovers and Mergers
"Preference the recommended cash offer to be made by PricewaterhouseCoopers
Offer" on behalf of Colas to acquire the Preference Shares on the terms
and subject to the conditions to be set out in the Offer Document
and, where the context permits, any subsequent revision,
variation, extension or renewal thereof
"Preference holders of Preference Shares
Shareholders"
"Preference the existing issued and fully paid 6p (net) convertible
Shares" preference shares of #1 each in the capital of Aram and any
further such shares which are unconditionally allotted or issued
before the date on which the Preference Offer ceases to be open
for acceptance (or such earlier date, subject to the Code, as
Colas may decide)
"UK" or United Kingdom of Great Britain and Northern Ireland
"United
Kingdom"
"United United States of America (including the states of the United
States" States of America and the District of Columbia), its territories,
its possessions and all other areas subject to its jurisdiction
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