6th Feb 2007 07:02
Havelock Europa PLC06 February 2007 6 February 2007 Havelock Europa PLC Acquisition and Placing Havelock Europa PLC, the Educational, Financial and Retail Interiors and Pointof Sale Display Group, announces the acquisition of Stage Systems Limited, aneducational furniture manufacturer, for a maximum consideration of £3.45million. The consideration will be satisfied as to £3.2 million in cash via a VendorPlacing of 2,091,504 Vendor Placing Shares, which have been placed by Investecwith institutional and other investors at 153 pence per share, and the balanceof £0.25 million by the issue of 159,236 Consideration Shares to the Vendors. Havelock also announces a cash placing of 1,108,496 Cash Placing Shares at aprice of 153 pence per share to raise approximately £1.7 million before expensesfor the Company. All definitions in this announcement are set out at the end of the appendix tothis announcement. Acquisition highlights • Stage Systems provides an innovative range of demountable staging products for schools and is well known within its markets. Stage • Systems is in the early stages of developing a range of postural furniture for schools, which will complement the Group's existing offering of fixed and fitted furniture. • The directors of Havelock perceive "loose furniture" as an opportunity for additional growth within support services for the Education sector. • Cross-selling opportunities are expected to be created by the introduction of Stage Systems' customers in the primary school market to Havelock's other educational businesses and by the opportunity to add Stage Systems' product portfolio to the Group's current PFI offering. • The Acquisition fits neatly with Havelock's strategy of focusing on higher growth and more profitable businesses. The Acquisition is expected to be earnings enhancing in the current year, excluding the impact of amortisation of intangible assets acquired. Hew Balfour, Chief Executive of Havelock Europa PLC, commented: "Stage Systems is a design-led business focused on the educational supplies market. With its strength in the primary schools market, Stage Systems will complement our strategic position in the secondary schools sector. The move into the primary schools market is significant in the context of the Chancellor's recent pre-Budget report which confirmed the Government's commitment to capital investment in education but with special emphasis on primary schools." Enquiries: Havelock Europa PLC 01383 820 044 Hew Balfour (Chief Executive) 07801 683 851 Grant Findlay (Finance Director) 07768 745 960 Investec Bank (UK) Limited James Grace 0207 597 5970 Rupert Krefting Martin Smith Bankside Consultants Limited Charles Ponsonby 0207 367 8851 07789 202 312 Introduction Havelock, the Educational, Financial and Retail Interiors and Point of Sale Display Group, announces the acquisition of Stage Systems Limited from the Vendors for a maximum consideration of £3.45 million. The consideration will be satisfied as to £3.2 million in cash via a Vendor Placing of 2,091,504 Vendor Placing Shares, which have been placed by Investec with institutional and other investors at 153 pence per share, and the balance of £0.25 million by the issue of 159,236 Consideration Shares to the Vendors at 157 pence per share. Havelock also announces a cash placing of 1,108,496 Cash Placing Shares at a price of 153 pence per share to raise approximately £1.7 million before expenses. The net proceeds of the Cash Placing will be used to finance planned capital expenditure in order to meet growing demand, to deliver further operating efficiencies at Havelock's three main manufacturing sites and to meet the costs of the Placing. The Placing has been fully underwritten by Investec. Information on Stage Systems Stage Systems Limited is privately owned and its wholly-owned subsidiary, Anthony Hill Designs Limited, which trades as Stage Systems, is a business based in Loughborough, Leicestershire. It supplies an innovative range of demountable staging products, primarily to schools and other educational establishments. The products are used for drama productions and other events. The products are particularly suitable for primary schools as they are of light weight but robust construction, and do not need specialist installation teams to assemble. Stage Systems is also in the early stages of developing a range of educational furniture specifically designed to cater for the postural health of pupils. This is an area of increasing interest among educational providers and recently issued European Union guidelines are likely to increase focus on this segment of the market. Stage Systems' products are innovative and are the subject of a number of patent applications. Stage Systems' audited accounts for the year ended 31 March 2006 showed turnover of £4.1 million and profit on ordinary activities before taxation of £0.3 million. Gross assets and net assets after adjusting for a freehold property which is to be retained by the Vendors as at 31 March 2006 were £1.8 million and £1.3 million respectively, including approximately £0.6 million in cash. Acquisition Rationale The Acquisition is a key element in Havelock's strategy to expand the range of educational furniture and supplies that it offers to customers, particularly in the demountable and "loose furniture" sector. Havelock perceives "loose furniture" as an opportunity for additional growth outside its market-leading position in fixed and fitted furniture for school laboratories and other types of specialist classroom. Although ESA McIntosh, Havelock's principal education business, already supplies staging and seating within its existing PFI contracts, the Acquisition will add a significant brand identity in this market and, given its important position and customer base in the primary school market, is expected to provide new customer contacts for Havelock's other education businesses. A particular attraction of Stage Systems is its reputation for innovation. Anthony Hill, the managing director of Stage Systems and one of the Vendors, will move from that role to a newly-created role of development director at Stage Systems, continuing to drive the creation of an innovative educational furniture product family. The Group has recruited a new managing director for Stage Systems, who will report to Ken Munro, managing director of ESA McIntosh. The directors of Havelock expect that the Acquisition will be earnings enhancing in the current financial year, excluding the impact of amortisation of intangible assets acquired. Acquisition Agreement Havelock has agreed, pursuant to the terms of acquisition agreements dated 6 February 2007 between Havelock and the Vendors, to acquire Stage Systems Limited from the Vendors for a maximum consideration of £3.45 million. £170,000 of the consideration will be held in a retention account on completion of the Acquisition until August 2007. This will be released to the Vendors subject to the terms of the Acquisition Agreement unless required to satisfy warranty claims. The consideration will also be subject to a downwards only adjustment to the extent that, on completion of the Acquisition, the net current asset value of the Target Group is less than £1,150,000 or the net asset value of the Target Group is less than £1,530,000. The Acquisition is conditional upon, amongst other things, (i) the Placing having become unconditional (save for any conditions relating to completion of the Acquisition or Admission) and not having been terminated in accordance with its terms and (ii) Admission having become effective. It is expected that, subject to satisfaction of the conditions, the Acquisition will be completed on 12 February 2007. Placing Havelock is raising approximately £3.2 million by way of the Vendor Placing, the proceeds of which will be payable to the Vendors, and approximately £1.7 million by way of the Cash Placing, the proceeds of which will be payable to Havelock, both at the Placing Price. The expenses of the Placing of approximately £0.3 million will be paid from the proceeds of the Cash Placing. The Consideration Shares, the Vendor Placing Shares and the Cash Placing Shares represent approximately 0.5 per cent., 6.0 per cent., and 3.2 per cent., respectively, of the Company's existing issued share capital. In aggregate, they will represent approximately 9.6 per cent. of the Company's existing issued ordinary share capital. Investec proposes to place the Vendor Placing Shares and the Cash Placing Shares with institutional and other investors. The Placing has been fully underwritten by Investec pursuant to the terms of the Placing Agreement. The Placing is conditional on, amongst other things, the Acquisition Agreement remaining in full force and effect and becoming unconditional in all respects (save for the Admission condition) and being completed in accordance with its terms, the Placing Agreement not being terminated in accordance with its terms and Admission occurring no later than 12 February 2007 (or such later date as may be agreed, being no later than 19 February 2007). The Placing Price represents a discount of 4.97 per cent. to the Closing Price of an Ordinary Share on 5 February 2007 of 161 pence. The Consideration Shares, the Vendor Placing Shares and the Cash Placing Shares will rank pari passu in all respects with the Company's existing Ordinary Shares. Members of the public are not eligible to take part in the Placing. The Placing is only being made to persons falling within articles 19(5) or 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "FPO") who are also qualified investors for the purposes of section 86(7) of the Financial Services and Markets Act 2000 and no other person may participate in the Placing or rely on any communication relating to it. Admission, Settlement and Dealings Applications have been made to the UK Listing Authority and to the London StockExchange for the Vendor Placing Shares, the Cash Placing Shares and theConsideration Shares to be admitted to listing and trading, respectively. It is expected that Admission will occur and that dealings will commence on 12February 2007 at which time it is also expected that the Vendor Placing Shares,the Cash Placing Shares and Consideration Shares will be enabled for settlementin CREST. Immediately following Admission, the Company will have 38,218,393Ordinary Shares issued and fully paid. Investec Investment Banking, a division of Investec, which is authorised andregulated by the Financial Services Authority and is a member of the LondonStock Exchange, is acting exclusively for Havelock in connection with the Placing and is not acting for any other person and will not be responsible toany person other than Havelock for providing the protections afforded to itscustomers or for providing advice on the transactions or arrangements referredto in this announcement. Outlook As outlined in the Company's trading update on 9 January 2007, Havelock remainson track with its plan to develop its higher growth and more profitablebusinesses, particularly those serving the Education, Healthcare and Financial Services sectors, and views 2007 with enthusiasm. Appendix Terms and conditions of, and Important Information relating to, the Placing If a Placee chooses to participate in the Placing by making an offer to acquire New Ordinary Shares, it will be deemed to have read and understood this Appendix in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties and acknowledgements, contained in this Appendix. The Placing and the terms and conditions herein are directed exclusively atinvestment professionals (within Article 19(5) of the Financial Service andMarkets Act 2000 (Financial Promotion) Order 2005 (as amended) ("FPO")) and highnet worth companies, unincorporated associations etc (within Article 49(2) ofthe FPO) who are also qualified investors for the purposes of section 86(7) ofthe Financial Services and Markets Act 2000 ("FSMA"). Such persons are togetherreferred to as "Relevant Persons." No person other than Relevant Personscontacted by Investec may participate in the Placing or rely on anycommunication relating to it. Accordingly, this announcement is exempt from thegeneral restriction set out in section 21 of FSMA on the communication ofinvitations or inducements to engage in investment activity and has not beenapproved by a person who is an authorised person under the FSMA. Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only. Thisannouncement and the terms and conditions herein must not be relied on, acted onor responded to by persons who are not Relevant Persons. This announcement and this Appendix do not constitute an offer to sell or issueor solicitation of an offer to buy or subscribe for New Ordinary Shares in anyjurisdiction, including, without limitation, the United Kingdom, the UnitedStates, Canada, Australia, Japan and the Republic of Ireland. This announcementand the information contained herein are not for publication or distribution,directly or indirectly, to persons in the United States, Canada, Australia,Japan, the Republic of Ireland or in any jurisdiction in which such publicationor distribution is unlawful. The New Ordinary Shares referred to in thisannouncement have not been and will not be registered under the US SecuritiesAct of 1933 (the "Securities Act") and may not be offered or sold within theUnited States absent registration or an exemption from registration. The NewOrdinary Shares are to be offered and sold outside the United States inaccordance with Regulation S under the Securities Act. The distribution of this announcement and the placing and/or issue of the NewOrdinary Shares in certain jurisdictions may be restricted by law. Persons towhose attention this announcement has been drawn are required by the Company andInvestec to inform themselves about and to observe any such restrictions. Any acquisition or application for New Ordinary Shares by Placees should only bemade on the basis of information contained in this announcement and thisAppendix. The Placing Under the Placing Agreement, Investec has, on behalf of the Company,conditionally agreed with the Company to seek to procure Placees to accept theissue and allotment of New Ordinary Shares at the Placing Price on the terms ofthe Placing Agreement and the terms and conditions set out in this Appendix. ThePlacing will raise approximately £4.9 million (or approximately £4.6 million netof expenses). Application has been made for the admission of the New Ordinary Shares and theConsideration Shares to the Official List maintained by the Financial ServicesAuthority and for the admission of such shares to trading on the London StockExchange's main market. It is expected that Admission will occur and thatdealings will commence on 12 February 2007 at which time it is also expectedthat the New Ordinary Shares and the Consideration Shares will be enabled forsettlement in CREST. Prospective Placees will be contacted by Investec to invite them to submit anapplication for allotment of New Ordinary Shares. If a bid is successful, thePlacee's allocation will be confirmed to it orally following the close of thePlacing process, and a conditional contract note will be dispatched as soon aspossible thereafter. Investec's oral confirmation to the Placee after thePlacing process has closed will constitute a legally binding commitment upon thePlacee to accept the issue and allotment of the number of New Ordinary Sharesallocated to it on the terms and conditions set out in this Appendix. Investecis arranging the Placing as an agent of the Company. Participation will only beavailable to persons invited to participate by Investec. Terms of the Placing Agreement Pursuant to the Placing Agreement, Investec has agreed as agent for the Companyto seek to procure Placees to accept the issue and allotment of the New OrdinaryShares on the terms of the Placing Agreement and the terms and conditions setout in this Appendix at the Placing Price. In the event that Investec is notable to procure Placees for the New Ordinary Shares, Investec shall itself asprincipal accept the issue and allotment of any remaining New Ordinary Shares atthe Placing Price. The Placing is conditional upon, inter alia, the Acquisition Agreement remainingin full force and effect, having become unconditional (save only as toAdmission) and having been completed on Admission in accordance with its terms,Admission having become effective and on the Placing Agreement having becomeunconditional and not having been terminated in accordance with its terms priorto Admission. If the conditions of the Placing Agreement are not fulfilled orwaived on or before 8.00 am on 12 February 2007 (or such later time and date asInvestec may permit, being no later than 8.00 am on 19 February 2007) thePlacing will not become unconditional and the placing monies will be returned tothe Placees, without interest, as soon as practicable thereafter. In consideration of its services in connection with the Placing, the Companywill pay to Investec, a commission of 4.5 per cent. of the aggregate value, atthe Placing Price, of the New Ordinary Shares. The Placing Agreement containswarranties given by the Company with respect to the Group, its business andcertain matters connected with the Placing. In addition, the Company has givenan indemnity to Investec, any holding company of Investec and any subsidiaryundertaking of Investec or any such holding company and all of their respectivedirectors, officers and employees in respect of, amongst other things, theperformance by Investec of its services in connection with the Placing and theapplication by Investec, on behalf of the Company, for Admission. Investec is entitled to terminate the Placing Agreement in certain circumstancesprior to Admission, including: (i) if it should come to the notice of Investec that any statement contained inthis Announcement is untrue or incorrect or misleading in any respect whichInvestec considers to be material in the context of the Placing and Admission orthat matters have arisen which would, if the Announcement were issued at thattime, constitute an omission therefrom which Investec (in each case actingreasonably and if practicable after consultation with the Company) considers tobe material in the context of the Placing and Admission; or (ii) if it should come to the knowledge of Investec that a matter has arisenwhich might give rise to a claim under the indemnities in the Placing Agreementor that any of the warranties in the Placing Agreement was untrue or inaccurateor misleading in any respect which in any such case Investec (acting reasonablyand if practicable after consultation with the Company) considers material inthe context of the Placing and Admission when made and/or that any of theWarranties has ceased or will as at the date of Admission cease to be true oraccurate or has become misleading in any material respect which Investecconsiders material in the context of the Placing and Admission; or (iii) if the Company fails in any material respect to comply with any of itsobligations under the Agreement; (iv) if at any time prior to Admission there should occur any change in nationalor international financial, industrial, economic, political or market conditionsor come into effect any government regulation which, in the opinion of Investecacting reasonably, is likely materially and adversely to affect the financialposition, the business or the prospects of the Company, or in the reasonableopinion of Investec, renders the Placing or the creation of a market in thePlacing Shares temporarily or permanently impracticable or inadvisable. The exercise by Investec of any right of termination under the Placing Agreementshall be within its absolute discretion. Investec shall not have any liabilityto any Placee, or any other person for whom any Placee is subscribing NewOrdinary Shares, in respect of any decision which it may make as to whether ornot to exercise any right of termination or any of its other rights under thePlacing Agreement. General These terms and conditions apply to persons applying for an allotment of NewOrdinary Shares under the Placing. Each person to whom these conditions apply,as described above, who confirms his application for allotment to Investec(which may include Investec and/or its nominee(s)) hereby agrees with each ofInvestec and the Company to be bound by these terms and conditions as being theterms and conditions on which the New Ordinary Shares will be issued under thePlacing. A Placee shall, without limitation, become so bound if Investecconfirms to it (i) the Placing Price and (ii) its allocation (the"Confirmation"), being the number of New Ordinary Shares in respect of whichsuch Confirmation is given or such lesser number of New Ordinary Shares asInvestec shall specify and of which Investec shall notify the Company'sregistrar on behalf of the Company, conditional on these terms and conditionsand this announcement. Conditional, inter alia, on (i) Admission occurring on 12 February 2007 or suchlater date as Investec may permit (not being later than 19 February 2007) and(ii) the Confirmation, each Placee agrees to accept the issue and allotment toit of such number of New Ordinary Shares as is specified in its Confirmation (orsuch lesser number as Investec shall specify) at the Placing Price. To thefullest extent permitted by law, each Placee acknowledges and agrees that itwill not be entitled to exercise any remedy of rescission at any time. This doesnot affect any other rights a Placee may have. A conditional contract note willbe dispatched as soon as possible following the Confirmation. Each Placee undertakes to pay the Placing Price for the New Ordinary Sharesissued to such Placee in such manner as shall be directed by Investec. Liabilityfor stamp duty and stamp duty reserve tax is described below. In the event offailure by any Placee to pay as so directed, (without prejudice to Investec'srights against such Placee) the relevant Placee shall be deemed hereby to haveappointed Investec or any nominee of Investec to sell (in one or moretransactions) any or all of the New Ordinary Shares in respect of which paymentshall not have been made as directed by Investec. This announcement is the sole responsibility of the Company. Investec is actingfor the Company in connection with the Placing and is not providing advice toany other person in relation to the Placing. Investec shall not be responsibleto any person other than the Company for providing the protections afforded tothe customers of Investec nor for advising any person other than the Company onthe transactions and arrangements referred to in this document. No offering document or prospectus has been or will be submitted to be approvedby the Financial Services Authority in relation to the Placing and Placees'commitments will be made solely on the basis of the information contained inthis announcement. Each Placee, by accepting a participation in the Placing,agrees that the content of this announcement has been prepared by and isexclusively the responsibility of the Company and confirms that it has neitherreceived nor relied on any other information, representation, warranty orstatement made by or on behalf of Investec or the Company and neither Investecnor the Company will be liable for any Placee's decision to accept thisinvitation to participate in the Placing based on any other information,representation, warranty or statement which the Placee may have obtained orreceived. Each Placee acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company indeciding to participate in the Placing. Nothing in this paragraph shall excludethe liability of any person for fraudulent misrepresentation. By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Investec (for itself and as agent of the Company) that: (a) it has read this announcement, including this Appendix; (b) it and/or each person on whose behalf it is participating (in whole or inpart) in the Placing or to whom it allocates New Ordinary Shares in whole or inpart: (i) has the capacity and authority and is entitled to enter into and perform itsobligations as a person to whom New Ordinary Shares are issued and allotted andwill honour such obligations; and (ii) has fully observed all laws of relevant jurisdictions and obtained allnecessary governmental or other consents in either case which may be required inrelation to the issue and allotment to it of New Ordinary Shares; (c) it is not a person who is resident in, or a citizen of, the United States,Canada, Australia, Japan or the Republic of Ireland (or an agent or nominee ofsuch a person) or a corporation, partnership or other entity organised under thelaws of any such jurisdiction (or an agent or nominee of such a person); (d) it is a Relevant Person; (e) in agreeing to accept the issue and allotment of New Ordinary Shares it hasreceived and read this announcement including this Appendix and is not relyingon any information, representation or warranty relating to the Placing, the NewOrdinary Shares or the Company other than as contained in this document and ithas not relied on and is not relying on any representation or warranty oragreement by Investec or the Company or any of their respective directors,employees or agents or any other person except as set out in the express termsherein; (f) save where Investec has agreed in writing to the contrary, in participatingin the Placing it is acting as principal and for no other person and that itsacceptance of that participation will not give any other person a contractualright to require the issue by the Company of any of the New Ordinary Shares; (g) it irrevocably confirms Investec's discretion with regard to the PlacingAgreement and agrees that Investec does not owe it any fiduciary duties inrespect of any claim it may have relating to the Placing; (h) it acknowledges that the New Ordinary Shares have not been and will not beregistered under the Securities Act or under the securities laws of any State ofthe United States, that the relevant clearances have not been and will not beobtained from the Securities Commission of any province of Canada and that theNew Ordinary Shares have not been and will not be registered under thesecurities laws of Australia, the Republic of Ireland or Japan and, therefore,the New Ordinary Shares may not, subject to certain exceptions, be directly orindirectly offered or sold in the United States, Canada, Australia, the Republicof Ireland or Japan; (i) it acknowledges and agrees that neither it nor any affiliate, nor any personacting on its or any affiliate's behalf, has or will offer, sell, take up,renounce, transfer or deliver directly or indirectly any New Ordinary Shareswithin the United States, Canada, Australia, the Republic of Ireland or Japan oroffer, sell, take up, renounce, transfer or deliver in favour of a resident ofthe United States, Canada, Australia, the Republic of Ireland or Japan; (j) it has not offered or sold and will not offer or sell any New OrdinaryShares in the United Kingdom except in circumstances which have not resulted andwill not result in an obligation to publish an approved prospectus arising undersection 85(1) of the FSMA or a breach of such section; (k) it has complied with all relevant laws of all territories, or obtained allrequisite governmental or other consents which may be required in connectionwith its participation in the Placing; that it has complied with all requisiteformalities and that it has not taken any action or omitted to take any actionwhich will or may result in Investec, the Company or any of their respectivedirectors, officers, agents, employees or advisers acting in breach of the legaland regulatory requirements of any territory in connection with the Placing orits application; that it is not in a territory in which it is unlawful to makean offer to subscribe for New Ordinary Shares; and that it will pay any issue orother taxes due under any relevant laws having effect outside of the UnitedKingdom; (l) it acknowledges and agrees in connection with its participation in thePlacing that Investec is not acting for it in relation to the Placing orotherwise and that Investec will not have any duties or responsibilities to itfor providing the protections afforded to its customers or for advising it withregard to the Placing or the New Ordinary Shares, nor do the contents of thisannouncement constitute the giving of investment advice by Investec to it andnor does it expect Investec to have a duty to it similar or comparable to the"best execution", "suitability" and "risk warnings" rules of The FinancialServices Authority; (m) it has obtained all necessary consents and authorities to enable it to giveits commitment to accept the issue and allotment to it of New Ordinary Sharesand to perform its obligations as set out herein; (n) save where Investec has been given prior written notice to the contrary, itis not a person falling within subsections (6), (7) or (8) of sections 67 or 70or subsections (2) and (3) of section 93 or subsection (1) of section 96 of theFinance Act 1986 (or an agent or nominee of such person); (o) save where Investec has been given prior written notice to the contrary, theissue and allotment of New Ordinary Shares to it (whether as principal, agent ornominee) will not be subject to stamp duty or stamp duty reserve tax at theincreased rates referred to in sections 67 or 93 (Depositary Receipts) orsections 70 or 96 (Clearance Services) of the Finance Act 1986; (p) in the case of a person who confirms to Investec on behalf of a Placee anagreement to accept the issue and allotment of New Ordinary Shares and/or whoauthorises Investec to notify the Placee's name to the Company's registrar, thatperson represents and warrants that he has authority to do all such acts onbehalf of the Placee; (q) to the extent that a Placee is accepting the issue and allotment of NewOrdinary Shares on behalf of a third party, prior written agreement of suchmatter has been given by Investec as contemplated by paragraph (f) of thisAppendix: (r) such Placee has carried out applicable procedures to verify the identity ofsuch third party for the purposes of the Money Laundering Regulations 2003 (the"Regulations"); (s) such Placee has complied fully with its obligations pursuant to theRegulations; and (t) such Placee will provide Investec on demand with any information it mightrequire for the purposes of verification under the Regulations; (u) it is aware of, has complied with and will comply with its obligations inconnection with money laundering under the Proceeds of Crime Act 2002 andinsider dealing under the Criminal Justice Act 1993; (v) it acknowledges that the issue and allotment of the New Ordinary Shares toit will be issued subject to the terms and conditions set out herein; (w) acknowledges that no offering document or prospectus has been prepared inconnection with the Placing; (x) acknowledges that the content of this announcement is exclusively theresponsibility of the Company and that neither Investec nor any person acting ontheir behalf is responsible for or shall have any liability for any information,representation or statement relating to the Company contained in thisannouncement or any information previously published by or on behalf of theCompany and will not be liable for any Placee's decision to participate in thePlacing based on any information, representation or statement contained in thisannouncement or otherwise; and (y) represents and warrants that it has not received a prospectus or otheroffering document and has not relied on any information other than informationcontained in this announcement or any information previously published by or onbehalf of the Company and acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company indeciding to participate in the Placing. In the event that a Placee is not able to give the warranties and undertakingsin (n) and (o) above, stamp duty or stamp duty reserve tax may be chargeable ormay be chargeable at a higher rate. Neither Investec nor the Company will beresponsible for any resulting liability to stamp duty or stamp duty reserve tax,which shall be for the account of the Placee and in respect of which the Placeeagrees to indemnify, and keep indemnified, Investec and the Company. Each Placee irrevocably appoints any duly authorised officer of Investec as itsagent for the purpose of executing and delivering to the Company and/or itsregistrars any documents on its behalf necessary to enable it to be registeredas the holder of any of the New Ordinary Shares issued and allotted to it. Settlement of the transactions in the New Ordinary Shares following Admissionwill take place within the CREST system against Investec's CREST account 331. In the case of a joint agreement to subscribe for New Ordinary Shares,references to a "Placee" in this Appendix are to each Placee who is a party tosuch agreement and each such Placee's liability is joint and several. These terms and conditions will be governed by and construed in accordance withEnglish law. For the exclusive benefit of Investec and the Company, each Placeeirrevocably submits to the exclusive jurisdiction of the English courts inrespect of these matters. This does not prevent an action being taken againstthe Placee in another jurisdiction. In this Announcement (including the Appendix), the following expressions havethe following meanings unless inconsistent with the context: "Acquisition" the proposed acquisition of Stage Systems Limited for a maximum consideration of £3.45 million pursuant to the Acquisition Agreement"Acquisition the agreements dated 6 February 2007 between the Vendors and theAgreement" Company providing for the sale and purchase of the entire issued share capital of the Target"Admission" the admission of the New Ordinary Shares and the Consideration Shares to the Official List by the making of an announcement in accordance with paragraph 3.2.7 of the Listing Rules and the admission of such shares to trading on the London Stock Exchange's main market in accordance with paragraph 2.1 of the Admission and Disclosure Standards"Admission and the admission and disclosure standards published by the LondonDisclosure Stock Exchange from time to timeStandards""Cash Placing" the conditional placing of the Cash Placing Shares at the Placing Price to raise approximately £1.7 million before expenses for the Company"Cash Placing 1,108,496 new Ordinary SharesShares""Closing the closing middle market quotation of an Ordinary Share asPrice" derived from the daily official list published by the London Stock Exchange"Company" or Havelock Europa PLC (registered number 782546), whose registered"Havelock" office is at 3 Swanwick Court, Alfreton, Derbyshire, DE55 7AS"Consideration the issue of 159,236 new Ordinary Shares to the Vendors pursuantShares" to the Acquisition Agreement"CREST" the computer based system and procedures which enable title to securities to be evidenced and transferred without a written instrument and which is operated by CRESTCo"Group" the Company and its subsidiaries at the date hereof and "member of the Group" shall be construed accordingly"Investec" Investec Bank (UK) Limited (registered number 489604), whose registered office is at 2 Gresham Street, London EC2V 7QP"Listing the listing rules made by the Financial Services Authority underRules" section 74 of FSMA and in force as at the date of the Placing Agreement"London Stock London Stock Exchange plcExchange""New Ordinary the Vendor Placing Shares and the Cash Placing SharesShares""Official the official list maintained by the Financial Services AuthorityList""Ordinary ordinary shares of 10p each in the capital of the CompanyShares""Placees" persons who are procured by Investec to have New Ordinary Shares allotted and issued to them pursuant to the provisions of the Placing Agreement"Placing" the Vendor Placing and the Cash Placing"Placing the agreement dated 6 February 2007 between the Company andAgreement" Investec"Placing 153 pence per Ordinary SharePrice""Stage Anthony Hill Designs Limited (registered number 882644)Systems""Target" or Stage Systems Limited (registered number 5981825)"Stage SystemsLimited""Target Group" the Target and each of its subsidiaries"Vendors" Anthony Edwin Hill, Jayne Margaret Elizabeth Hill and, in their capacity as trustees of The Hill No 1 Settlement Trust and The Hill No 2 Settlement Trust, Anthony Edwin Hill and Jayne Margaret Elizabeth Hill"Vendor the conditional placing of the Vendor Placing Shares at thePlacing" Placing Price to realise cash proceeds to be paid to the Vendors pursuant to the Acquisition Agreement of approximately £3.2 million"Vendor 2,091,504 new Ordinary SharesPlacingShares""Warranties" the warranties referred to in clause 10 and contained in Schedule 1 of the Placing Agreement This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Havelock Europa