5th Oct 2005 08:10
BPB PLC05 October 2005 BPB plc ("BPB") The Panel Announces Timetable Freeze BPB announces £600 Million Return of Capital and Substantially Increased Dividends Timetable Freeze The Board of BPB notes the statement earlier today from The Panel on Takeoversand Mergers that the offer timetable has been frozen. The effect of suchannouncement is to delay Day 39 (the date by which BPB must publish any newmaterial information in the context of the hostile offer from Saint-Gobain)until at the latest, 25 November 2005. BPB will make good use of the extra time to continue to demonstrate itscompelling case for a premium rating as an independent company. The Board of BPB strongly advises shareholders to continue to rejectSaint-Gobain's offer because it fails to value the unique position of BPB, itsoutstanding track record and its exceptional growth prospects. Confidence in the Future The Board believes that BPB has the potential to generate outstandingshareholder value. On 14 September, BPB announced that it expects 2005/06 to be another year ofrecord results with sales up 9.4% and underlying PBT (before the effect of thecapital return) up 24% to not less than £350 million. The Board is confident that 2006/07 and future years will continue to showstrong performance, and accordingly announces the following: • Dividend Proposals Reflecting the Board's confidence in BPB's growth prospects it intends to recommend total annual dividends for 2005/06, 2006/07 and 2007/08 of 23p, 27p and 30p per share respectively. This equates to an 88% increase over three years, an average growth rate of 23% p.a. BPB intends that dividends after 2007/08 would be based on 30p per share and would be broadly progressive. Applying BPB's cost of equity to the proposed dividends, BPB's dividends thereafter would need to grow at a continuing rate of only 4.9% in order for BPB's dividend stream to exceed the value of Saint-Gobain's 720p offer. By comparison, BPB's dividends over the 10 years to 2004/05 grew at an average annual rate of 5.9%. • Increased Capital Return On 3 August, the BPB Board brought forward the announcement of its existing plans to return capital to shareholders. Since then, the Board has reviewed further BPB's medium-term business plans and capital investment strategy. As a result, the BPB Board has decided to increase by over 70% the amount of the capital return from just over £350 million (equivalent to 70p per share) to £600 million (equivalent to 120p per share). This capital return will be effected by way of share buy-back tender offer as soon as practicable should Saint-Gobain's offer fail and will advance BPB's underlying proforma earnings for 2005/06 from 51p to 53p per share. Further details of the capital return are set out in Appendix 1 to this announcement. This increased return of capital will not affect BPB's plans to increase substantially its capacity in both plasterboard and building plasters in the five years to 2010, with total investment at a rate in excess of twice the level of depreciation. BPB's proforma interest cover for 2005/06 would be 7.4x. BPB has also identified certain proposed disposals and is targeting net proceeds of at least £100 million from the disposal of Rawlplug and the sale of part of its European distribution business and certain other assets. The net proceeds will be applied in reducing indebtedness. Reject Saint-Gobain's Offer BPB's superior growth prospects, plans for performance improvement and deliveryof shareholder value underpin the compelling case for a premium rating for BPB. As stated above, the Board believes that BPB has the potential to generateoutstanding shareholder value and that any takeover offer for BPB should includean appropriate premium for control over BPB's fair trading value. Saint-Gobain'soffer does not contain such a premium. Saint-Gobain's offer is neither full nor fair; on the contrary, it substantiallyundervalues BPB. BPB's Board unanimously recommends that shareholders take no action in relationto Saint-Gobain's offer. Sir Ian Gibson, Chairman of BPB said "BPB will make good use of the extension tothe offer timetable to continue to demonstrate its compelling case for a premiumrating as an independent company. The enhanced dividend payout and increasedcapital return are significant steps in this process." Enquiries James Murgatroyd / Faeth Birch, FinsburyTel: +44 (0)20 7251 3801 N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulatedin the United Kingdom by the Financial Services Authority, is acting as thefinancial adviser to BPB and no-one else in connection with the matters referredto herein and will not be responsible to anyone other than BPB for providing theprotections afforded to clients of Rothschild or for giving advice in relationto such matters. APPENDIX 1 THE RETURN OF CAPITAL 1. Share Buy-Back Tender Offer The Board intends to purchase for cancellation existing BPB Shares with amaximum value of £600 million by way of a tender offer (the "Tender Offer"). Inthe Tender Offer all eligible BPB Shareholders on the register at 5.00pm on therelevant record date will be invited to tender the number of BPB Shares they arewilling to sell, either at a single price or at different prices within aspecified price range (which will be set in light of prevailing marketconditions) or at the "strike price" (which will be fixed after the Tender Offerperiod has closed). The strike price will be the lowest price per BPB Sharewithin the specified price range which will allow the purchase of the maximumnumber of BPB Shares having a total cost not exceeding the maximum value of £600million (or such lesser number of BPB Shares as are validly tendered). The Tender Offer is to be effected by JPMorgan Cazenove and Hoare Govettacquiring BPB Shares from BPB Shareholders at the strike price and then sellingsuch shares to BPB at the same price for cancellation. Eligible BPB Shareholders will be invited to tender some or all of their BPBShares. For legal reasons, it is not currently intended to extend the TenderOffer to BPB Shareholders in the United States, Canada, Australia, Japan andSouth Africa. BPB Shareholders will not be obliged to tender any of their sharesif they do not wish to do so. BPB Shareholder approval is required to authorise the Tender Offer. AnExtraordinary General Meeting to obtain such approval is expected to be convenedfor as soon as practicable should Saint-Gobain's Offer lapse. The Tender Offer described above is conditional, inter alia, on: (a) the Offer Period ending without any offer for BPB becoming or being declared unconditional as to acceptances; (b) any necessary BPB Shareholder approval and any other applicable legal or regulatory requirements; (c) the receipt of valid tenders in respect of shares at least 1% of BPB's issued share capital; (d) the payment up to BPB by way of dividend of such amount of the reserves created further to completion of the recent capital reorganisation of the BPB Group as is appropriate to facilitate the Return of Capital; and (e) a new credit facility, described in paragraph 2.1 of Appendix 2 to this announcement, (the "Facility") having been entered into and not having been terminated in accordance with its terms Subject, inter alia, to Saint-Gobain's Offer lapsing, a circular containing fulldetails of the Tender Offer, together with a tender form and proxy card, will besent to BPB Shareholders as soon as practicable thereafter. 2. Benefits of the Tender Offer The Tender Offer ensures that all BPB Shareholders derive a benefit from theReturn of Capital proposed by BPB. However, BPB Shareholders will have thechoice of tendering some or all of their BPB Shares under the Tender Offer or ofretaining their BPB Shares. BPB Shareholders who do not tender any BPB Shareswill not receive any cash proceeds for their BPB Shares under the Tender Offerbut will benefit from owning a greater percentage of the ordinary shares of BPB,as there will be fewer ordinary shares in issue after completion of the TenderOffer than prior to its completion. The Board believes that the Tender Offer is in the best interests of BPB and BPBShareholders as a whole and will allow BPB both to deliver an enhanced rate ofEPS growth and to reduce its cost of capital by increasing the proportion of itsdebt finance to equity capital. The Board, however, reserves the right to changethe Tender Offer proposal if its implementation is no longer in the bestinterests of BPB and/or BPB Shareholders as a whole. In this event, the Boardwould intend to implement the Return of Capital by an appropriate alternativemethod, such as a special dividend of approximately 120p per share together witha share consolidation. The Directors of BPB do not intend to tender any of their BPB Shares in theTender Offer. 3. Financing The Tender Offer will be funded from BPB's existing cash resources andadditional borrowings under existing bank facilities and under the Facility. Taking account of the Return of Capital, BPB's proforma 31 March 2006 underlyingoperating profit/net interest cover is expected (based on the Profit Forecast)to be 7.4x. APPENDIX 2 ADDITIONAL INFORMATION 1. Bases of Calculation and Sources of Information 1.1 Unless otherwise stated and subject to paragraph 1.2 below, the financial and other information relating to the BPB Group is derived from BPB's annual report and accounts for the year ended 31 March 2005, the Profit Forecast, other published annual reports and accounts of BPB for the relevant periods and other information made publicly available by the BPB Group. 1.2 Financial information relating to the BPB Group for the periods prior to 31 March 2004 was prepared on the basis of UK GAAP. The financial information for the year ended 31 March 2005 was originally prepared on the basis of UK GAAP and was restated on a basis consistent with IFRS (as published and explained by BPB in a public announcement on 8 July 2005 (the "IFRS Announcement")). Unless otherwise stated, the financial information in this announcement for the financial year ended 31 March 2005 is as restated under IFRS and, unless otherwise stated, is derived from the IFRS Announcement. Financial information relating to the BPB Group for each year contained in this announcement is based on its financial year end of 31 March. 1.3 Unless otherwise stated, any information contained in this announcement regarding market share, sector analysis, capacity, and the size of, position and growth in, the global plasterboard and building plasters markets in relation to the BPB Group, its competitors and to these markets generally, is based on BPB's management estimates and calculations sourced from BPB's internal market databases and, where applicable, is presented by reference to calendar years rather than financial years. 1.4 Values stated throughout this announcement have been rounded to the nearest whole number and are given to the stated number of decimal places. 1.5 All references in this announcement to EPS figures relating to the Profit Forecast should be read as being not less than the figure stated. 1.6 The reference to BPB's proposed dividends increasing by over 88% over the next three years (implying a CAGR of 23%) is based on a dividend of 16p per share for 2004/05 compared to the proposed dividend of 30p per share for 2007/08. 1.7 BPB's cost of equity is derived from (i) a risk free rate (UK 10-year government bond yield); (ii) BPB's equity beta (relative to the FTSE 100) based on historic 5-year weekly data, adjusted to reflect the impact on BPB's gearing of the Return of Capital; and (iii) an equity risk premium of 4.3%. The reference to BPB's dividend growth rate from 2007/08 of 4.9% is calculated using a dividend discount model which applies BPB's cost of equity to BPB's proposed dividends for 2005/06, 2006/07 and 2007/08 and thereafter. 1.8 The references to the Return of Capital of £600 million being equivalent to 120p per share, and the initial proposed return of capital of £350 million being equivalent to 70p per share, are based on approximately 502 million BPB Shares being in issue. 1.9 The reference to underlying proforma EPS for 2005/06 of (i) 51p, is based on the Profit Forecast, as adjusted for the proforma effect of the initial proposed return of capital of just over £350 million and (ii) 53p, is based on the following calculation (which is sourced from the Profit Forecast, as adjusted for the proforma effect of the Return of Capital): The underlying proforma earnings per share (undiluted) calculation is based on underlying earnings of £240 million (as set out in Appendix 1 to the Defence Document) less the additional net of tax interest charge that would have arisen had the proposed Return of Capital been performed on 1 April 2005 and on the proforma weighted average of 420 million ordinary shares. The underlying proforma earnings per share (diluted) calculation is based on the same profit as the underlying proforma earnings per share (undiluted) calculation and on 427 million proforma potential ordinary shares being the total of the proforma weighted average of 420 million ordinary shares plus 7 million dilutive potential ordinary shares arising from share options and awards. -------------------------------------------------------------------------------- Earnings EPSYear ending 31 March 2006 £m p--------------------------------------------------------------------------------Underlying earnings and EPS (undiluted) 240 48 Proforma impact assumingReturn of Capital on 1 April 2005Additional interest (24) (5)Tax effect of additional interest 7 1Lower number of average shares - 9--------------------------------------------------------------------------------Underlying proforma earnings and EPS (undiluted) 223 53Higher number of average shares - (1)--------------------------------------------------------------------------------Underlying proforma earnings and EPS (diluted) 223 52----------------------------------------------------------------------------------------------------------------------------------------------------------------Weighted average number of shares m--------------------------------------------------------------------------------Basic and underlying 501Proforma impact assumingReturn of Capital on 1 April 2005 (81)--------------------------------------------------------------------------------Proforma 420-------------------------------------------------------------------------------- 1.10 It is not expected that the proposed disposals referred to in thisannouncement will materially affect the Profit Forecast. 2. Additional information 2.1 BPB's wholly owned subsidiary, BPB Group Finance Limited (the "Borrower"),has agreed terms with Barclays Capital as mandated lead arranger and BarclaysBank PLC as underwriter for a new credit facility of up to £500 million (the"Facility") (Barclays Capital and Barclays Bank PLC together "Barclays"). On 30September 2005, the Borrower and Barclays entered into a term sheet pursuant towhich Barclays agreed to arrange and underwrite the Facility. Barclays'commitment is subject, inter alia, to final agreement and execution of thedocumentation by 30 November 2005. The Facility will be available for general corporate purposes and to finance theReturn of Capital. Interest will be payable at a margin linked to the externalcredit ratings of BPB. The availability of the Facility will be subject tocustomary conditions precedent and the documentation will contain customaryrepresentations and warranties, covenants and events of default. 2.2 The Directors of BPB confirm that the unaudited financial information setout in the trading update for the 3 months ended 30 June 2005, announced by BPBon 27 July 2005 (the "Trading Update") and a copy of which was sent to BPBShareholders on 10 August 2005, remains valid for the purposes of the Offer.Each of Rothschild and Ernst & Young LLP has confirmed in writing that it has noobjection to its letter of 27 July 2005 relating to the unaudited financialinformation as set out in the Trading Update continuing to apply. 2.3 The Directors of BPB confirm that the Profit Forecast remains valid for thepurposes of the Offer. Each of Rothschild and Ernst & Young LLP has confirmed inwriting that it has no objection to its letter of 14 September 2005 relating tothe Profit Forecast continuing to apply. The increase in the proposed Return ofCapital has, however, resulted in changes to certain of the earnings per sharecalculations and other figures set out in note 5 to the Profit Forecast anddetails of the relevant adjustments and underlying calculations are set out inparagraph 1 of Appendix 2 to this announcement. 2.4 Save as disclosed in this announcement, the Directors of BPB are not awareof any material change in the information contained in the Defence Document asat 4 October 2005 (being the latest practicable date prior to the date of thisannouncement). APPENDIX 3 DEFINITIONS In addition to those set out in the Defence Document, the following definitionsapply throughout this announcement unless the context otherwise requires: "Board" - the board of directors of BPB"BPB" - BPB Public Limited Company"BPB Group" - BPB and its subsidiary undertakings or, where the context permits, each of them"BPB Shareholder(s)" - holder(s) of BPB Shares"BPB Shares" - ordinary shares of 50p each in the capital of BPB"Defence Document" - the circular to BPB Shareholders dated 14 September 2005"EPS" - earnings per share"Hoare Govett" - Hoare Govett Limited"JPMorgan Cazenove" - JPMorgan Cazenove Limited"Offer" or "Saint-Gobain Offer" - the cash offer made jointly by BNP Paribas andUBS outside the USA on behalf of Saint-Gobain Aldwych Limited and in the USA bySaint-Gobain Aldwych Limited to acquire all the issued and to be issued BPBShares as set out in the offer document"PBT" - profit before tax"Profit Forecast" - means the profit forecast as set out inAppendix 1 to the Defence Document"Rawlplug" - BPB's specialist fixing systems business"Return of Capital" - the proposed return of capital of £600 million to BPBShareholders by way of the Tender Offer"Rothschild" - N M Rothschild & Sons Limited"Saint-Gobain" - Compagnie de Saint-Gobain SA"Tender Offer" - the proposed tender offer to BPB Shareholders as described inAppendix 1 to this announcement"underlying earnings" - has the meaning attributed in Appendix 1 to the DefenceDocument"underlying earnings per share", - have the meanings attributed in Appendix"underlying proforma EPS" - 1 to the Defence Document"underlying operating profit" - has the meaning attributed in Appendix 1 to theDefence Document This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Saint Gobain Or