4th Aug 2005 07:02
Helphire Group PLC04 August 2005 (Embargoed until 7.00 a.m. 4 August 2005) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND ORJAPAN 4 August 2005 Helphire Group plc ("Helphire" or the "Company") Proposed acquisition of Swift Rentacar Limited ("Swift") and Placing and Open Offer Highlights • Helphire has agreed to acquire Swift Rentacar, the highly regarded prestige car credit hire business, for up to £25.2 million • Helphire also announces a Placing and Open Offer of 15.4 million new Ordinary Shares at 260p per share on the basis of 3 new Ordinary Shares for every 23 existing Ordinary Shares. The new Ordinary Shares have been conditionally pre-placed by Cenkos Securities Limited • The Placing and Open offer is expected to raise £40.1 million to provide funding for the acquisition and a repayment of £12.5 million of bank indebtedness relating to the Albany acquisition • The Acquisition brings an experienced team with a proven record, an additional 400 prestige cars to Helphire's current prestige fleet of 1,000 and a call centre in Northwich, Cheshire • Helphire expects to provide an enhanced service to Swift customers and suppliers via: - a broader product offering to Swift customers through other accident management services including credit repair - a broader product offering to Swift dealerships with all vehicle types available - larger volumes of car purchasing from dealership referrers - Legal Expense Insurance underwriting of hire and repair services • The Acquisition enhances Helphire's prospects by: - adding higher margin, prestige business - reducing unit costs - creating a more efficient fleet operation with a bigger branch network This summary should be read with reference to the full text below. Commenting on the acquisition of Swift and the Placing and Open Offer, RichardBurrell, non-Executive Chairman of Helphire said:"We are delighted to have reached agreement for the acquisition of Swift, one ofthe longest standing and most respected companies in the industry. We expect toenjoy considerable operational synergies from the enhanced service we can offercustomers of both companies. The success of the pre-placing demonstrates theenthusiasm with which our investors have received the details of the deal" Mark Jackson, Chief Executive of Helphire added:"Swift brings to Helphire a well established operation in the field of prestigecars which offers an excellent fit with our existing activities. Swift willbecome the prestige brand of the Helphire Group and will continue to operatefrom its present headquarters. I am delighted to welcome the employees of Swiftto the Helphire Group and look forward to seeing the business grow". Contact Helphire Group plc, Mark Jackson, Chief Executive 01225 321 000David Lindsey, Group Finance Director 01225 321 000 Cenkos Ian Soanes 020 7397 8900Oliver Goad 020 7397 8900 Binns & Co Chris Steele 020 7153 1481 or 07979 604 687Tarquin Edwards 020 7153 1483 or 07879 458 364 This announcement has been issued by and is the sole responsibility of HelphireGroup plc and has been approved solely for the purposes of section 21 of theFinancial Services and Markets Act 2000 by Cenkos Securities Limited.Cenkos Securities Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Helphire as broker and placingagent in connection with the Placing and Open Offer and is not acting for anyperson other than Helphire and will not be responsible to any person other thanHelphire for providing the protections afforded to its customers or forproviding advice on the transactions and arrangements described in thisannouncement. This announcement does not constitute or form part of an offer, or anysolicitation of an offer to subscribe or buy, any securities to any person inany jurisdiction to whom or in which such offer or solicitation is unlawful. Thedistribution for this announcement in certain jurisdictions may be restricted bylaw and therefore persons into whose possession this announcement comes shouldinform themselves about and observe any such restrictions. Any failure to complywith these restrictions may constitute a violation of the securities laws of anysuch jurisdiction. Any purchase of or application for shares in the Placing andthe Open Offer should only be made on the basis of information contained in theformal prospectus to be issued in connection with the Placing and the Open Offerand any supplement thereto. The information contained herein is not for publication or distribution in orinto the United States of America. These materials are not an offer ofsecurities for sale in the United States. The securities referred to herein havenot been and will not be registered under the U.S. Securities Act of 1933 (the"Act"), as amended, and may not be offered or sold in the United States absentregistration under the Act or an available exemption from registration. Nopublic offering of the securities referred to herein will be made in the UnitedStates. The information contained in this announcement is not for publication ordistribution to persons in Australia, Canada, Japan, the Republic of Ireland orSouth Africa. The shares referred to herein may not, directly or indirectly, beoffered, sold, taken up or delivered in, into or from Australia, Canada, Japan,the Republic of Ireland or South Africa. Certain statements in this announcement are forward looking statements. By theirnature, forward looking statements involve a number of risks, uncertainties andassumptions because they relate to events and/or depend on circumstances thatmay or may not occur in the future and could cause actual results to differmaterially from those expressed in, or implied by, the forward lookingstatements. These include, among other factors: the Group's ability to obtaincapital/additional finance; a reduction in demand by customers; the limitationsof the Group's internal financial controls; an increase in competition; anunexpected decline in turnover; legislative, fiscal and regulatory developmentsincluding, but not limited to, changes in environmental and safety regulations;currency and interest rate fluctuations and the introduction of IFRS. These andother factors could adversely affect the outcome and financial effects of theplans and events described herein. Forward looking statements contained in thisannouncement based on past trends or activities should not be taken as arepresentation that such trends or activities will continue in the future.Subject to any requirement under the Listing Rules of the UK Listing Authority,neither the Company nor Cenkos Securities Limited undertakes any obligation toupdate or revise any forward looking statements, whether as a result of newinformation, future events or otherwise. You should not place undue reliance onforward looking statements, which speak only as of the date of thisannouncement. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND ORJAPAN Helphire Group plc (" Helphire" or the "Company") Proposed acquisition of Swift Rentacar Limited ("Swift") and Placing and Open Offer 1. Introduction Helphire announces that it has entered into a conditional agreement to acquireSwift Rentacar Limited, a company which, like Helphire, provides vehicle hireservices to drivers involved in accidents where they were not at fault (the"Acquisition"). Swift specialises in the supply of replacement vehicles to thedrivers of prestige cars. The Company also announces a placing and open offer (the "Placing and OpenOffer") of 15,423,709 new ordinary shares of 5 pence each in the Company ("newOrdinary Shares") at 260p per share (the "Issue Price") to raise £40.10 millionbefore expenses. The initial consideration for the Acquisition is £21.26 million comprising cashof £15.01 million, new Ordinary Shares with a value of £3.25 million at theIssue Price and loan notes of £3.03 million. Further payments totalling £4.00million and £1.89 million may also be made depending, respectively, oncollection of outstanding debts of Swift and receipt by Swift of certain taxdeductions. If the deferred consideration becomes payable in full, once the taxbenefits of the Acquisition are taken into account, the cost of the Acquisitionto the Company will not exceed £25.26 million. Further details of the proposed Acquisition and the Placing and Open Offer (the"Proposals") can be found in a prospectus which is expected to be dispatched toshareholders on 5 August 2005 (the "Prospectus"). 2. History and development of the Group Helphire was established in 1992 to provide hire vehicles, on credit terms, tomotorists involved in road accidents where they are not at fault. The hirecharges are claimed back from the party at fault. In 1995 the Company and its subsidiaries (the "Group") started to arrangerepairs to their customers' vehicles on credit. This enabled accident victims tobenefit from repairs at a choice of repairers with no initial payment and noexcess. Again, repair costs are claimed back from the party at fault.The Company floated on the London Stock Exchange in 1997. In January 1998,through its subsidiary Angel Assistance, the Group started to marketindependently underwritten pre and post event insurance policies that provide anindemnity for un-recovered hire/repair charges and/or legal expenses. Later theGroup added a domestic (non motor) legal expenses policy to its product rangeand more recently a policy that covers the cost of providing a replacementvehicle when there is no third party against whom a claim can be made (forexample if the vehicle is stolen or written off in a fault accident). During 2002, Total Accident Management was formed and became the Group's repairand fulfilment arm providing a fully outsourced accident management service tocorporate customers with fleets of vehicles in the UK. The volume of vehiclesmanaged is now in excess of 50,000. In October 2004, the Company acquired theAlbany Group for total consideration of £45.8 million, adding a 30,000 squarefoot call centre in Peterlee, County Durham and significantly increasing thesize of the Group's fleet. In addition, the Albany Group also sellspost-accident and pre-accident insurance policies both under its own brand namesand under those of third party organisations. The acquisition increased thetotal number of the Group's policyholders to over 2 million. Besides adding asignificant number of policyholders, the acquisition also contributed to areduction in the average holding cost of the Group's fleet. Integration of theAlbany Group and its services and products into the Group has been successfullycompleted and the trading performance is satisfactory. 3. Overview of the Group's business The Group's Head Office in Bath and call centre operation in Peterlee have apotential capacity to handle up to 160,000 claims per annum as compared withtheir workload of approximately 71,000 cases in the most recent financial year.The vehicle distribution network consists of 23 branches with plans to open afurther seven in the next 12 months. The Group operates under the protocol with the insurance industry regulating theconduct and processing of non-fault accident claims (the ABI GTA protocol) whichmeans that there is a structured framework for the settlement of invoices by theinsurer. The majority of the Group's business is currently transacted under thisprotocol. The Group's principal activities are as follows: (a) Vehicle hire and repair The Group hires an equivalent replacement vehicle to victims of non-faultaccidents whilst their vehicle is off the road for the necessary repairs withoutany initial payment. A vehicle is delivered from one of the Group's nationwidebranches to the customer's chosen location, and the cost of hire, which isprovided on credit, is claimed back from the party at fault in the accident. The Group arranges for the customer's vehicle to be repaired and funds therepair costs until the claim is settled by the negligent party's insurers. TheGroup allows the customer to defer payment of the hire and/or repair chargeswhile the customer's claim is pursued against the negligent party through thecustomer's insurers subject to a maximum deferral period of 51 weeks. The Group employs over 1,050 staff, and has a fleet which (allowing for seasonalfluctuations) is now generally in excess of 7,000 vehicles (ranging fromscooters and motorbikes to prestige cars and commercial vans) and operates fromdepots in 23 locations in the United Kingdom. If required, the Group also hasaccess to vehicles through cross-hire arrangements with other national rentalcompanies. The majority of the cases handled by the Group are referred from brokers,motoring organisations and intermediaries and the Group also now receives asubstantial number of referred cases from insurance companies.The Group enters into a factoring agreement with the body repair shopresponsible for repairs. The full invoice value is subsequently claimed from thethird party's insurance company by the customer's insurers and is paid to theGroup. (b) Insurance policies Accident Assistance Policies A substantial majority of the Group's customers purchase an accident assistancepolicy that indemnifies the customer against un-recovered charges. Thesepolicies are underwritten by independent underwriters and marketed by AngelAssistance and Albany primarily through intermediaries and, particularly in thecase of Albany, as an 'add-on' to other policies including motor insurancepolicies. Post-event insurance policies are marketed directly by AngelAssistance and Albany. In addition to underwriting the hire and repair charges (in non-fault casesonly) the accident assistance policies provide legal expenses cover in bothnon-fault and split liability cases ensuring that customers have access toclaims handlers and, if necessary, are able to instruct solicitors to help themrecover losses arising out of a qualifying road accident. As a minimum thislegal expenses insurance covers the legal costs of recovering hire charges andrepair charges. Most policies also provide legal expenses insurance to cover thelegal cost of recovering all losses arising from a qualifying road accidentsubject to financial limits. Non motor legal expenses insurance policies In addition to the accident assistance polices, Angel Assistance and Albanymarket pre-event legal expenses policies for a range of non-motor legal actionsinvolving disputes regarding consumer contracts, home insurance, certainemployment advice and some personal injuries. Vehicle replacement Angel Assistance and Albany market a range of policies that indemnifypolicyholders for the cost of hiring a vehicle in fault cases or following thetheft of their vehicle. (c) Claims and accident management services The Group has sought to extend the range of services it provides to insurers andother motoring organisations and now provides claims and/or accident managementservices to fleets. The volume of vehicles managed is now in excess of 50,000. (d) e-register Limited e-register Limited, the jewellery theft and loss claims-handling divisionprovides a comprehensive claims-handling service for loss of jewellery on behalfof insurers and a web based computer imaging and valuation service through highstreet jewellers. Claims are being handled for a number of clients and thejewellery database now contains information on over £0.5 billion worth ofjewellery and has over 750 jewellers as users. 4. The Acquisition 4.1 Information on Swift Like the Company, Swift specialises in the supply of vehicles on credit hire todrivers involved in non-fault accidents. Swift was established in 1991, when thevehicle credit hire market was in its infancy, to capitalise on the opportunity,identified by its three founders, to meet the needs of drivers of prestige carsand is now a leading provider of prestige vehicles to the credit hire market.In January 2003, the day-to-day control of the business passed to a newexecutive management team as the founders became non-executive directors. Theexecutive directors of Swift (all of whom are to continue to be employed bySwift after completion of the Acquisition) are Alan Gilbert (Managing Director),Peter Gomes (Finance Director) and Nick Corrie (Operations Director). There area further 71 full time employees of Swift, 59 of whom are based at the headoffice in Northwich in Cheshire. Swift derives the vast majority of its business from referrals by prestigedealerships and dealership groups with whom it has close relationships. Swiftaims to provide customers with the same make of vehicle as a replacement. Thisis attractive to both the customer and the dealership. The customer'sinconvenience is minimised without the need, on the part of the dealership, toprovide a courtesy car and the image of the brand and the dealership (as well asthat of Swift) is enhanced. Swift has independently negotiated protocolarrangements with many major insurers and around 70 per cent. of its business istransacted under these protocols. Swift is not a subscriber to the ABI GTA on credit hire preferring to rely uponindividual business relationships that provide advantages to insurer partners.In general Swift receives payment more quickly under its arrangements than itcould expect to under the ABI GTA. The business operates from modern offices in Northwich and 6 depots whoselocations include Cheshire, Watford, Paisley and Bushey. Swift utilises arecently updated IT system with full case-management and fleet administrationfunctions to assist effective credit control. Swift has been working towardsInvestors in People accreditation and expects to achieve IIP status in thecoming months. 4.2 Background to and reasons for the Acquisition Swift is a successful, growing business operating in an attractive segment ofthe Group's market place. The Group provides a wide range of vehicles andsources its business predominantly from insurance companies, brokers and otherintermediaries. Swift specialises in the hire of prestige cars and seeksreferrals primarily from prestige dealerships. Although it is not a prestigespecialist, the Group handles a significant number of prestige hires in thecourse of its existing business. The acquisition of a prestige specialist will enable the Company to address themarketing, product and service requirements in its own prestige business moreeffectively. In addition, Swift's market place yields some standard, as well as prestige,hires. These have historically been subcontracted to a third party supplier.With the Company's expertise and focus, the yield of volume hires from Swift'sprestige customer base should be increased and profitability maximised byremoving the subcontractor's margin and utilising the Company's fleet resourcewithout incurring significant additional cost. Many referrers of prestige hires are dealership groups which include bothprestige and mainstream outlets in their network. Together, the Company andSwift can offer a comprehensive service combining the prestige specialisation ofSwift with the mainstream expertise of the Company. 4.3 Summary financial information on Swift Swift's report and accounts for the year ended 31 July 2004 show that, on anaccruals basis, Swift generated an operating profit of £1.2 million (2003: £0.5million) on turnover of £7.8 million (2003: £5.1 million) and that at 31 July2004 it had net assets of £1.7 million (2003: £0.9 million) and gross assets of£4.2 million (2003: £3.7 million). 4.4 Financial effects of the Acquisition The acquisition of Swift will increase turnover and the Directors believe thatthe Enlarged Group's gross margin will be higher than that of the Group on astand-alone basis due to the higher value associated with prestige accidentmanagement services compared with volume accident management services. Creditrepair will be offered to Swift's customer and prospect base and the Directorsbelieve that Swift will generate a greater number of non-prestige hires andpersonal injury claims. 4.5 Principal terms of the Acquisition The Company has entered into a conditional agreement with Carl Cookson, LawrenceCookson, Michael Richards, Nick Corrie, Alan Gilbert and Peter Gomes to acquirethe issued and to be issued share capital of Swift for initial consideration of£21.26 million comprising cash of £15.01 million (including bonus payments toSwift's management team of £0.89 million), new Ordinary Shares with a value of£3.22 million at the Issue Price and Loan Notes of £3.03 million. The initialconsideration is subject to adjustment depending on the net asset position ofSwift at completion as determined by reference to completion accounts. Theinitial consideration may be increased by a maximum of £200,000 or decreased. Anamount of £375,000 has been retained by the Company in connection with thisadjustment mechanism. Further payments totalling £5.89 million may also be made comprising £4.00million (of which £3.12 million will be paid in cash and £0.98 million in LoanNotes) which is dependent principally on collection of outstanding debts ofSwift and £1.89 million which will become payable if Swift receives certain taxdeductions resulting from the Acquisition. Therefore, if the deferredconsideration becomes payable in full, once the tax benefits of the Acquisitionare taken into account, the cost of the Acquisition to the Company will notexceed £25.26 million. The acquisition agreement contains certain warranties (including in relation totax) and indemnities to the Company from the sellers of Swift and includesnon-competition and other restrictive covenants from those sellers.The Acquisition is conditional upon the placing agreement becoming unconditionalin all respects and not having been terminated prior to Admission, and receiptof the required regulatory approvals for the change of control of Swift. 5. The Placing and Open Offer Cenkos Securities Limited ("Cenkos") has agreed, as agent for the Company, toinvite holders of Ordinary Shares ("Shareholders") on the register on 1 August2005 (the "Record Date") ("Qualifying Shareholders") to apply for the newOrdinary Shares to be issued pursuant to the Placing and Open Offer at the IssuePrice payable in full in cash on application and free of all expenses on thebasis of 3 Placing Shares for every 23 existing Ordinary Shares held at the close of business on the Record Date. Entitlements to new Ordinary Shares under the Open Offer will be rounded down tothe nearest whole number of new Ordinary Shares. Fractional entitlements to newOrdinary Shares will be aggregated and placed for the benefit of the Company.Application will be made to the UK Listing Authority and to the London StockExchange plc for the new Ordinary Shares to be admitted to the Official List andto trading on the London Stock Exchange's market for listed securities("Admission"). It is expected that Admission will become effective and dealingsin the new Ordinary Shares will commence on 2 September 2005. The last date andtime for receipt of completed Application Forms and payments in full under theOpen Offer or settlement of relevant CREST instructions (as appropriate) is11.00 a.m. on 30 August 2005. The Placing and Open Offer is conditional upon inter alia the passing of certainresolutions (the "Resolutions") at an extraordinary general meeting convened at11.00 a.m. on 31 August 2005 (the "EGM"). It is not however, conditional oncompletion of the Acquisition. The Placing and Open Offer is not underwritten but Cenkos has conditionallyplaced all of the Placing Shares at the Issue Price (subject to clawback byQualifying Shareholders in order to satisfy valid applications under the OpenOffer). The pre-placing is conditional upon the placing agreement having becomeunconditional in all respects and not having been terminated prior to Admission.The new Ordinary Shares will, once issued, rank in full for all dividends ordistributions made, paid or declared after Admission (save that they will notrank for the final dividend declared by the Company for the year ended 31 March2005) and will otherwise rank equally in all respects with the existing OrdinaryShares. The net proceeds of the Placing and Open Offer of approximately £37.6 millionwill fund the cash elements of the consideration for the Acquisition and therepayment of debt and associated expenses of approximately £13.00 millionincurred on the acquisition of the Albany group of companies (the "AlbanyGroup") in October 2004. It should be noted that the Open Offer is not a rights issue. The applicationform is not a document of title and cannot be traded. Unlike a rights issue, anyNew Ordinary Shares not applied for under the Open Offer will not be sold in themarket or placed for the benefit of Qualifying Shareholders. 6. Current Trading and Prospects of the Group Since 31 March 2005 (the date of the most recently published statutory accounts)the Group has continued to perform strongly. The Directors believe that accidentassistance services of the type provided to the non-fault party by the Group areonly provided in a small proportion of motor accidents in the UK. Theun-penetrated market is therefore substantial and, as a leader in its marketwith the largest distribution network, the prospects for the continued growth ofthe Group are good. The Group's business is subject to seasonal variations, with higher levels ofactivity during the winter months, and the Directors consider that the Groupbenefits from the trend, as the industry matures, towards greater awareness ofand demand for services of the type that the Group provides. The Group works in an increasingly effective partnership with the insuranceindustry and the Directors consider that the Group's prospects are enhanced bythe possibility of handling a greater proportion of their claims business. 7. Issue Price The Listing Rules require that the approval of shareholders be obtained for thepricing of the issue of shares by a company by way of a placing and open offerif the shares are issued at a discount of more than 10 per cent. to themid-market price of the company's shares at the time of the announcement of theterms of the transaction. During the Company's preparation for the announcement of the detailed terms ofthe Proposals its share price has risen and has reached a level which is morethan 10 per cent. above the price which the Directors would regard as anappropriate issue price. Accordingly, Shareholders' approval will be sought atthe EGM for the Company to proceed with the Placing and Open Offer at the IssuePrice of 260p, which represents a discount of 10.7 per cent. to the closingmiddle market price on 3 August 2005, the latest practicable date prior to thisannouncement. 8. Placing statistics Issue Price 260p Number of New Ordinary Shares to be issued (i) pursuant to the Placing and Open Offer 15,423,709 (ii) as partial consideration for the Acquisition 1,240,384 Number of Ordinary Shares in issue on the Record Date 118,248,437 Percentage of enlarged issued share capital upon completion 11.4 per centof the Proposals subject to the Placing and Open Offer Gross proceeds of the Placing and Open Offer available to the £40.1 millionCompany Net proceeds of the Placing and Open Offer available to the £37.6 millionCompany £37.6 million 9. Proposed Timetable for the Open Offer Record date for the Open Offer Close of business on 1 August 2005 Latest time and date for splitting application 11.00 a.m. on 25 August 2005forms Last time and date for receipt of proxy forms 11.00 a.m. on 29 August 2005 Closing time and date for the Open Offer 11.00 a.m. on 30 August 2005 EGM 11.00 a.m. on 31 August 2005 Admission and commencement of dealings 8.00 a.m. on 2 September 2005 Crediting of CREST accounts 2 September 2005 Despatch of share certificates in respect of 9 September 2005new Ordinary Shares Notes: 1. Each of the times and dates in the above timetable is subject to change, inwhich event details of the new times and dates will be notified to the UKListing Authority, to the London Stock Exchange and, where appropriate, toshareholders. 2. References to times in this Announcement are to London time. Contact Helphire Group plc, Mark Jackson, Chief Executive 01225 321 000David Lindsey, Group Finance Director 01225 321 000 Cenkos Ian Soanes 020 7397 8900Oliver Goad 020 7397 8900 Binns & Co Chris Steele 020 7153 1481 or 07979 604 687Tarquin Edwards 020 7153 1483 or 07879 458 364 This announcement has been issued by and is the sole responsibility of HelphireGroup plc and has been approved solely for the purposes of section 21 of theFinancial Services and Markets Act 2000 by Cenkos Securities Limited.Cenkos Securities Limited, which is authorised and regulated by the FinancialServices Authority, is acting exclusively for Helphire as broker and placingagent in connection with the Placing and Open Offer and is not acting for anyperson other than Helphire and will not be responsible to any person other thanHelphire for providing the protections afforded to its customers or forproviding advice on the transactions and arrangements described in thisannouncement. This announcement does not constitute or form part of an offer, or anysolicitation of an offer to subscribe or buy, any securities to any person inany jurisdiction to whom or in which such offer or solicitation is unlawful. Thedistribution for this announcement in certain jurisdictions may be restricted bylaw and therefore persons into whose possession this announcement comes shouldinform themselves about and observe any such restrictions. Any failure to complywith these restrictions may constitute a violation of the securities laws of anysuch jurisdiction. Any purchase of or application for shares in the Placing andthe Open Offer should only be made on the basis of information contained in theformal prospectus to be issued in connection with the Placing and the Open Offerand any supplement thereto. The information contained herein is not for publication or distribution in orinto the United States of America. These materials are not an offer ofsecurities for sale in the United States. The securities referred to herein havenot been and will not be registered under the U.S. Securities Act of 1933 (the"Act"), as amended, and may not be offered or sold in the United States absentregistration under the Act or an available exemption from registration. Nopublic offering of the securities referred to herein will be made in the UnitedStates. The information contained in this announcement is not for publication ordistribution to persons in Australia, Canada, Japan, the Republic of Ireland orSouth Africa. The shares referred to herein may not, directly or indirectly, beoffered, sold, taken up or delivered in, into or from Australia, Canada, Japan,the Republic of Ireland or South Africa. Certain statements in this announcement are forward looking statements. By theirnature, forward looking statements involve a number of risks, uncertainties andassumptions because they relate to events and/or depend on circumstances thatmay or may not occur in the future and could cause actual results to differmaterially from those expressed in, or implied by, the forward lookingstatements. These include, among other factors: the Group's ability to obtaincapital/additional finance; a reduction in demand by customers; the limitationsof the Group's internal financial controls; an increase in competition; anunexpected decline in turnover; legislative, fiscal and regulatory developmentsincluding, but not limited to, changes in environmental and safety regulations;currency and interest rate fluctuations and the introduction of IFRS. These andother factors could adversely affect the outcome and financial effects of theplans and events described herein. Forward looking statements contained in thisannouncement based on past trends or activities should not be taken as arepresentation that such trends or activities will continue in the future.Subject to any requirement under the Listing Rules of the UK Listing Authority,neither the Company nor Cenkos Securities Limited undertakes any obligation toupdate or revise any forward looking statements, whether as a result of newinformation, future events or otherwise. You should not place undue reliance onforward looking statements, which speak only as of the date of thisannouncement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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