2nd May 2008 07:01
Hampson Industries PLC02 May 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS IN THAT JURISDICTION 2 May 2008 HAMPSON INDUSTRIES PLC ("Hampson", the "Company" or the "Group") Acquisition of Odyssey Industries, Inc and Global Tooling Systems, Inc for a maximum total consideration of up to USD314 million (GBP158.2 million) Proposed Placing and Open Offer to raise GBP65 million Hampson Industries PLC, the international aerospace and precision engineeringgroup, announces that it has conditionally agreed to acquire Odyssey Industries,Inc. ("Odyssey") and Global Tooling Systems, Inc. ("G.T.S.") for a totalconsideration of up to a maximum of USD314 million (GBP158.2 million) ("theAcquisitions"). The consideration will comprise a total initial consideration ofUSD253.3 million (GBP127.6 million) of which USD213.3 million (GBP107.5 million)will be satisfied in cash with the balance being satisfied by the issue of14,874,312 new Ordinary Shares to the Vendors ("Consideration Shares") andfurther deferred contingent consideration of up to USD60.7 million (GBP30.6million) payable in cash dependent on the combined performance of Odyssey andG.T.S. in the year ending 31 December 2008. The Company is proposing a Placing and Open Offer of new Ordinary Shares at 135pence per share to raise approximately GBP65 million gross of expenses topart-fund the Acquisitions. The Open Offer is to be carried out on the basis of1 Open Offer Share for every 4 Existing Ordinary Shares held. The Placing andOpen Offer has been fully underwritten by Investec Bank (UK) Limited("Investec") and Arbuthnot Securities Limited ("Arbuthnot"). The balance of thepurchase price is to be met through a combination of new banking facilities andthe issuance of 14,874,312 Consideration Shares to the Vendors representingapproximately 9.4 per cent. of the Enlarged Share Capital. Highlights • Odyssey and G.T.S., both based in Michigan, USA, are leading suppliers of large, close-tolerance tooling systems and services for the commercial and military aerospace industries. Odyssey specialises in particular in the design and manufacture of invar bond tools, which are used in the manufacture of large aero structural components made from carbon composite materials. G.T.S.'s principal areas of focus are complex, integrated tooling solutions for carbon composite component manufacture and high-level airframe assemblies. Odyssey and G.T.S. are suppliers to a number of the latest generation of commercial and military aircraft platforms, including the Boeing 787 and F-35 Joint Strike Fighter. • The Acquisitions will substantially increase the Group's direct and indirect exposure to the increased use of carbon composites in aerospace manufacturing, building on its recent acquisitions in the US (Texstars, Inc., Coast Composites, Inc. and Composites Horizons, Inc.) and the investments it has already committed in this area. • For the year ended 31 December 2007, Odyssey and G.T.S. reported a combined operating profit of USD26.1 million (GBP13.0 million) after charging USD4.6 million (GBP2.3 million) of Vendors' remuneration on revenue of USD141.7 million (GBP70.8 million). As at 31 December 2007, Odyssey and G.T.S. had a combined record order book of USD75 million. • The Acquisitions, which are inter-conditional, are in line with Hampson's growth strategy of making carefully-targeted acquisitions of businesses with perceived high-performance potential and niche products or processes that are complementary to the Group's existing operations. • The Board believes that the proposed Acquisitions, when positioned alongside the Group's current composite tooling component operations, would make Hampson the largest independent manufacturer of tooling systems for composite aero structures in the world (by revenue and customer penetration) and offer an excellent opportunity to accelerate the growth strategy that is already in place. • The Acquisitions are expected to enhance earnings per share* in the year ending 31 March 2009. This statement should not, however, be interpreted to mean that the earnings per share* of Hampson following the Acquisitions will necessarily match or exceed the historical published earnings per share*. • The Acquisitions and the Placing and Open Offer are subject to Shareholders' approval at an Extraordinary General Meeting ("EGM") scheduled for 1.30 pm on 3 June 2008. • Investec and Arbuthnot are acting as joint financial advisers, underwriters, sponsors and brokers to the Company. Kim Ward, Chief Executive of Hampson, commented: "These acquisitions are consistent with our strategic push into high-margin,high-growth aerospace composite component and tooling systems manufacture overthe last three years and we welcome our new colleagues to the Hampson Group.Odyssey and G.T.S. have very strong positions in the market sectors in whichthey operate and, in combination with our existing operations, make Hampson theleading independent aerospace tooling supplier in this global market. Theacquisitions fit our rigorously applied criteria and we expect them to make apositive contribution to the Group's development from day one." There will be a conference call for analysts at 9am today. Please contact Marylene Guernier at M:Communications for further information on 020 7153 1269. A circular will shortly be posted to Shareholders comprising a Prospectuscontaining details of the Placing and Open Offer and notice of an EGM of theCompany (the "Circular"). Copies of the Circular will be submitted to the UK Listing Authority and will beavailable for inspection at the UK Listing Authority's Document ViewingFacility, which is situated at: The Financial Services Authority 25 The North ColonnadeCanary WharfLondon E14 5HS * Before exceptional items, re-measurements and amortisation of intangibles For further information please contact: Hampson Industries PLC 01384 472941Kim Ward, Chief Executive 01384 472946Howard Kimberley, Finance Directorwww.Hampsongroup.com Investec 020 7597 5970Keith Anderson 020 7597 5970Michael Ansell Arbuthnot 020 7012 2000Mark Brown 020 7012 2000James Steel M: Communications 020 7153 1269Marylene Guernier This announcement does not constitute, or form any part of, an offer or aninvitation to purchase any securities. This announcement does not constitute an offer of, or the solicitation of anyoffer to buy, any Ordinary Shares to any person in any jurisdiction to whom orin which such offer or solicitation is unlawful. The distribution of thisannouncement in certain jurisdictions may be restricted by law and thereforepersons into whose possession this announcement comes should inform themselvesabout and observe any such restrictions. Any failure to comply with theserestrictions may constitute a violation of the securities laws of suchjurisdiction. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for the Company as jointsponsor, joint financial adviser, joint broker and joint underwriter and for noone else in relation to the matters described in this announcement and will notbe responsible to anyone other than the Company for providing the protectionsafforded to customers of Investec or for providing advice in relation to thesubject matter or contents of this announcement. Arbuthnot which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting exclusively for the Company as joint sponsor, jointfinancial adviser, joint broker and joint underwriter and for no one else inrelation to the matters described in this announcement and will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Arbuthnot or for providing advice in relation to thesubject matter or contents of this announcement. HAMPSON INDUSTRIES PLC ("Hampson" or the "Company") Acquisition of Odyssey Industries, Inc and Global Tooling Systems, Inc for a maximum total consideration of up to USD314 million (GBP158.2 million) Proposed Placing and Open Offer to raise GBP65 million 1. Introduction The Board of Hampson announces that the Company and the Company's subsidiary,Hampson US, have entered into agreements whereby Hampson US will acquire all ofthe issued shares (including rights to acquire shares) of the common stock ofeach of Odyssey and G.T.S. for a total initial consideration of USD253.3 million(GBP127.6 million) of which USD 213.3 million (GBP107.5 million) will besatisfied in cash with the balance being satisfied by the issue of 14,874,312Consideration Shares (representing approximately 9.4 per cent. of the EnlargedShare Capital) to the Vendors and further deferred contingent consideration ofup to USD60.7 million (GBP30.6 million) payable in cash dependent on thecombined performance of Odyssey and G.T.S. in the calendar year ending 31December 2008. The initial cash consideration may be adjusted as referred tobelow in the section headed "Summary Terms of the Acquisitions". Odyssey and G.T.S. are leading suppliers of large, tight-tolerance toolingsystems and services for the commercial and military aerospace industries.Odyssey specialises in particular in the design and manufacture of invar bondtools, which are used in the manufacture of large aero structural componentsmade from carbon composite materials. G.T.S.'s principal areas of focus arecomplex integrated tooling solutions for carbon composite component manufactureand high-level airframe assemblies. For the year ended 31 December 2007, Odyssey and G.T.S. reported a combinedoperating profit of USD26.1 million (GBP 13.0 million) after charging USD4.6million (GBP2.3 million) in respect of remuneration of the Vendors on revenue ofUSD141.7 million (GBP 70.8 million). The Board also announces that in order to satisfy part of the cash considerationfor the Acquisitions, the Company proposes to raise GBP65 million (beforerelated expenses) by way of (i) an Open Offer to subscribe for 23,806,854 newOrdinary Shares (representing approximately 15.0 per cent. of the Enlarged ShareCapital) to raise GBP32.1 million and (ii) a Firm Placing of 24,341,294 newOrdinary Shares (representing approximately 15.4 per cent. of the Enlarged ShareCapital) to raise GBP32.9 million. Qualifying Shareholders can apply for Open Offer Shares on the basis of 1 OpenOffer Share for every 4 Existing Ordinary Shares held. The Placing Shares andthe Open Offer Shares have been placed conditionally by Arbuthnot and Investecwith institutional and other investors at the Open Offer Price of 135 pence pershare, the Open Offer Shares being subject to clawback to satisfy validapplications by Qualifying Shareholders under the Open Offer. The Placing andOpen Offer have been fully underwritten by Arbuthnot and Investec. The balance of the cash consideration payable for the Acquisitions will befinanced through a combination of new bank borrowing facilities as describedbelow in the section headed "Principal Terms of the Banking Facilities" and cashfrom the Group's own resources. The Acquisitions are conditional, amongst other things, upon completion of thePlacing and Open Offer. Hampson US has the discretion to terminate theAcquisition Agreements prior to their completion in limited circumstances; suchtermination could also occur subsequent to completion of the Placing and OpenOffer. In view of their size, the Acquisitions are conditional upon approval byShareholders. Shareholder approval for the Acquisitions and the authoritiesnecessary to implement the Placing and Open Offer are being sought at theExtraordinary General Meeting. Shareholders' approval is also being sought for arelated party transaction with Aberforth, which has agreed, on behalf ofdiscretionary clients, to participate in the Placing. 2. Information on Odyssey and G.T.S. Odyssey and G.T.S. are under substantially common ownership, and are both headedby, President Randal D. Bellestri. Odyssey Odyssey, based in Michigan, USA, is one of the world's leading suppliers ofintegrated tooling systems for the aerospace industry. In particular, Odysseyhas one of the largest continuous 5-axis machining capabilities in the worldwhich, coupled with its significant experience in manufacturing very large toolsfor precision carbon composite airframe structures, has enabled it to become akey supplier on the very latest generation aircraft platforms, in particular theBoeing 787 ("Dreamliner") and its many derivatives. Odyssey operates at the leading edge of technology in its sector, operating thelatest technical capabilities in relation to engineering, environmentallycontrolled facilities, machining capabilities and support processes. Odyssey isone of the fastest growing aerospace tooling system suppliers and maintains awide blue-chip customer base with no reliance on any one particular customer.Components and assemblies that have been built on Odyssey-designed andfabricated tools fly on nearly every major commercial aircraft, as well asmilitary aircraft and missiles. Odyssey's core capability is the provision of tooling systems used to fabricatelarge composite structures including fibre placement moulds, lay-up moulds andresin-infusion/transfer moulds. To support its customers, Odyssey providessuites of support tooling along with the prime tooling system, which capabilityand service differentiates it from other tooling suppliers. Odyssey has c.280 employees, and, in aggregate, 200,000 square feet of leaseholdfacilities. G.T.S. G.T.S., based in Michigan, USA, is one of the world's leading suppliers ofdesign, engineering and fully-integrated tooling services to the aerospaceindustry. In particular, G.T.S. is renowned for its full-service offering fromdesign inception through to final component manufacture and assembly and beyond.In recognition of the value it provides to its customers, G.T.S. has just beennamed a winner of Boeing's Excellence Award (Gold Level) for 2007. As with Odyssey, G.T.S. operates at the leading edge of technology in itssector, operating the latest technical capabilities in relation to engineering,environmentally controlled facilities and support processes. G.T.S. participatesin the latest generation aircraft programmes, for example providing its fullservice capability and process improvements to support the engineeringdevelopment of the Boeing 787. G.T.S.'s core strength is its breadth of service and full suite offering.G.T.S.'s expertise is engineering-based and it is able to offer toolingsolutions for all applications. G.T.S.'s integrated tooling systems will notablyinclude large, complex, very close-tolerance composite tooling, very largeautomated (motorised, pneumatic and hydraulic) jigs and fixtures, transfertooling and detail tooling amongst other ancillary tooling. G.T.S. has c.250 employees, and, in aggregate, 115,000 square feet of leaseholdfacilities. Odyssey's and G.T.S.'s management teams are expected to continue to manageOdyssey and G.T.S. within the Enlarged Group, for a minimum of three years. Randal D. Bellestri has been working in tool engineering and manufacturing forover 30 years. During his career he has been involved with all aspects ofoperations. After establishing himself as a toolmaker he formed Odyssey in 1978.Under his control and leadership the company evolved into one of the prominentaerospace suppliers in the US. He then took control of G.T.S. in 1999 andfocused his efforts on the growth of both businesses. Mr. Bellestri and hisorganisations have been recognised by various organisations for theiroutstanding achievements in business and in contributions to the communities inwhich they operate. Randal D. Bellestri owns 100 per cent. of Odyssey and 90 percent. of G.T.S.. The remaining 10 per cent. of G.T.S. is owned by Mr Bellestri'sbrother, Ronald Bellestri. Following Completion, Randal D. Bellestri will hold 14,316,525 ConsiderationShares representing approximately 9.0 per cent. of the Company's Enlarged ShareCapital. 3. Summary financial information on Odyssey and G.T.S. The combined revenue, gross profit, EBITDA and operating profit of Odyssey andG.T.S. for each of the three years ended 31 December 2007 are summarised below,together with certain other financial information. Years ended 31 December 2005 2006 2007 USD million USD million USD millionRevenue 63.9 88.9 141.7Gross profit 12.9 21.9 45.1EBITDA 7.3 13.1 26.8Operating profit 6.5 12.6 26.1Profit after taxation 6.0 12.3 26.3Net current assets 1.8 12.2 24.1Total assets less currentliabilities 3.7 14.1 30.5Net assets 3.7 14.1 30.5 Historical EBITDA and operating profit stated above is after charging theVendors' emoluments, which will, with the exception of base salary and bonus, nolonger be incurred following acquisition by Hampson. Odyssey and G.T.S. have both demonstrated strong growth over the last two years.They have consciously focused their activity on providing tooling solutions foraerospace composite structures and have benefited from the industry trendtowards increased composite content in new generation aircraft. 4. Background to the Acquisitions The Board has been pursuing a growth strategy for Hampson for several years. Theprincipal focus of the Company's growth has been the aerospace market, where itstechnology and customer relationships mean it holds positions in attractiveniches. With record current order books at Boeing and Airbus and their backlognow equal to around seven and a half years' production, the Board believes theprognosis is for long term growth in the global commercial aerospace market. Over the three financial years ended 31 March 2007, the Group's total revenuehas more than doubled, at an average compound annual growth rate of over 28 percent. Total earnings per share have increased from a small loss to 4.5 pence inthat period. The making of carefully targeted acquisitions of businesses with perceivedhigh-performance potential and niche products or processes that arecomplementary to its own operations (namely Texstars, Inc., Coast Composites,Inc., Lamsco West Inc., and Composites Horizons, Inc. since December 2004), hasbeen a key element of the Company's growth strategy and an important contributorto the growth in revenue and profit it has achieved to date. Since December 2004, Hampson has made four such acquisitions, all based in NorthAmerica. These acquisitions have been carefully targeted to position the Companyto take advantage of an important trend within aerospace: the progressivesubstitution of traditional metal components and structural sub-assemblies withlighter-weight carbon composite structures. In the year ended 31 March 2007, theGroup's Aerospace Composites & Transparencies division, which services thissector, accounted for around 31 per cent. of Hampson's total aerospace revenueand comprises, entirely, businesses it has acquired since December 2004. The increasing trend towards the use of greater proportions of advanced carboncomposite materials in airframe construction is being driven by the need toimprove aircraft performance and fuel efficiency, resulting in enhancedoperational and financial performance of the commercial airlines. With thecurrent high price of aviation fuel and the increasing numbers of low-costcarriers now competing in regional airline markets, the need to achieve fuelcost savings has become of even greater importance in sustaining airlineprofitability. Since the late 1980s new generations of aircraft have madegreater use of carbon composite materials in their construction in substitution,primarily, for aluminium and this trend of increased substitution is expected tocontinue. The increased use of composite materials is already apparent with the latestgeneration of airframe designs. The recently launched Airbus A380 "Super Jumbo"has a carbon composite content, by weight, in excess of 20 per cent. Themid-size Boeing 787, which is expected to enter service next year, is estimatedto have a 50 per cent. carbon composite content. Its direct competitor, theAirbus A350XWB, which is currently in design, is also reported to have a carboncomposite content of over 50 per cent. by weight. This trend is expected tocontinue with new Boeing and Airbus aircraft, forecast to be launched after2015, expected to have a carbon composite content of around 60 per cent. byweight. This trend is not restricted to commercial aircraft as demonstrated bythe proportion of composite material used in the so-called "next generation"military aircraft such as the F-35 Lightning II ("Joint Strike Fighter"). In view of these factors, the Board believes that it is in the Group's bestinterests to continue to increase its direct and indirect exposure to theincreased use of carbon composites in aerospace manufacturing, building on itsrecent acquisitions and the investments it has already committed in this area. In December 2005, Hampson acquired California, USA-based, Coast. Coast is amanufacturer of close-tolerance tooling systems used for the fabrication oflarge carbon composite aero structural parts. Such parts are typically largefuselage, wing, empennage or nacelle components formed as single piecestructures, replacing traditional fabricated assemblies made up of manydifferent individual metallic parts joined together by welding, riveting orbonding together separate sub-assemblies of much smaller, detailed components.The size of the carbon composite parts being manufactured as single piecestructures requires the use of much larger, specialist tools, both for themanufacture and assembly processes. As greater use is made of carbon compositematerials in aerospace manufacture, there will be a related increase in demandfor specialist tooling which the Board believes will offer attractiveopportunities to create value for those with available capacity to meet thismarket requirement. The Board expects tooling demand to remain above 2007levels, with significant upside over the next five years and potentially peakingas late as 2015. Increased demand for such tooling will result principally from: • additional tooling sets to support increasing aircraft build rates ("rate tooling") of existing, in-production "composite rich" programmes, such as the B787 and F-35; • development and initial tooling requirements for major new programmes that are already in design but not yet in production, such as the A350XWB; • new tooling requirements for derivative versions of existing, new and future identified major aircraft programmes; and • initial and rate tooling for future replacement programmes of current in-service aircraft, such as the new generation single aisle aircraft from Airbus and Boeing which, on introduction, can be expected to be produced in very high volume with a high carbon composite content. Odyssey is a manufacturer of large, close-tolerance tools, primarily for theproduction of composite aero structures. It is a competitor of Coast, but hasgreater capacity and the ability to manufacture tools for a broader range ofapplications. Odyssey also has the ability to provide its customer base with anintegrated service offering, whereby in addition to the manufacture of theprincipal tools, it can offer a complete package comprising a full suite ofsupport tools, which is an increasing requirement of certain customers. G.T.S. is the sister company of Odyssey, being under largely common ownership.Whilst it also designs and manufactures tools used to produce carbon compositecomponents, it has a second core business stream being the design andmanufacture of tooling and handling systems used in the assembly of largeairframe structures, such as aircraft wings and fuselage sections. These largeautomated jigs and fixturing systems are bespoke to customers' assemblyprocesses and particular requirements. The principal benefits that the Board sees of acquiring Odyssey and G.T.S. areset out further below in the section headed "Benefits of the Acquisitions". BothOdyssey and G.T.S. have been identified as focused market leaders in the aerostructures tooling market and well managed, attractive businesses that are wellpositioned in an existing strategic core market sector and offer attractivefurther growth potential. As at 31 December 2007, Odyssey and G.T.S. had acombined record order book of USD75 million. The Board believes that theproposed Acquisitions, when positioned alongside the Group's current tooling andcomposite component operations, would offer an excellent opportunity toaccelerate the growth strategy that is already in place. On, or shortly after completion of the Acquisitions, it is the intention ofHampson US to make an election jointly with the Vendors for the purposes of USFederal taxation which the Directors estimate will result in total additionaltaxation savings over a 15 year period equivalent to USD48 million whendiscounted to a net present value (using an interest rate of 7.5 per cent). 5. Benefits of the Acquisitions The Board believes that the benefits to Hampson of acquiring Odyssey and G.T.S.would be as follows: • The opportunity to acquire substantial, established, well-invested, profitable, well-run US aerospace businesses with strong market positions and growing order books; • The addition of further capacity and capability in a growing market-place, where demand is expected to be strong for the foreseeable future; • Increased exposure to the substitutional trend towards composite materials in the manufacture of airframe structures. This trend is expected to accelerate further with the introduction of the next generation of commercial, military and unmanned aircraft, coupled with weight-saving projects on current aircraft programmes; • Broader and deeper penetration into the key North American airframe manufacturers and their tier 1 suppliers, via the entrenched positions Odyssey and G.T.S. have with their largely domestic customer base; • The opportunity to leverage existing Hampson customer relationships outside North America and maximise work share opportunities on important new European programmes where Odyssey and G.T.S. are less strongly positioned; • The realisation of potential operating synergies with Hampson's current tooling business, including flexibility of capacity, potential reduction of future capital expenditure requirements, potential savings on the procurement of invar and other materials; • Access to further technical engineering know-how and experience covering an increased breadth of tooling capability and offering. G.T.S. specialises in very large automated assembly jigs, an area that is expanding as aircraft begin to be built using larger sub-components (mainly as a result of the growing use of composites in airframe manufacture); and • Broadening of the Group's existing customer base and an opportunity to add further value as a competitive market differentiator at a time when airframe manufacturers are expecting tooling manufacturers to take on more global responsibility, bidding for and managing larger-value contracts as product integrators. In summary, the Board believes that the acquisitions of both Odyssey and G.T.S.would strengthen the existing Hampson Group and reduce further its dependency oncertain customers and programmes. The Board believes that the Acquisitions wouldprovide Hampson with a more balanced portfolio and the ability to capitalise onfurther opportunities for profitable growth in niche sectors of its existingcore aerospace market that are currently experiencing buoyant demand conditionswhich are forecast to continue. The Enlarged Group's Tooling Division,comprising Coast, Odyssey and G.T.S., would be a global leader (by revenue andcustomer penetration) in its chosen market. The Board believes that the Acquisitions will enhance earnings per share* in theyear ending 31 March 2009. This statement should not, however, be interpreted tomean that the earnings per share* of Hampson following the Acquisitions willnecessarily match or exceed the historical published earnings per share*. * Before exceptional items, re-measurements and amortisation of intangibles 6. Summary terms of the Acquisitions Under the terms of the Acquisition Agreements, Hampson US has agreed to purchaseall of the issued shares (including rights to acquire shares) of the commonstock of Odyssey and G.T.S.. The initial consideration payable for the Acquisitions is USD253.3 million(GBP127.6 million) and is payable on Completion as to USD213.3 million (GBP107.5million) in cash and as to USD40.0 million (GBP20.1 million) in new OrdinaryShares at 135p per Ordinary Share and assumes that Odyssey and G.T.S. are freeof all cash and debt (other than accounts receivable and accounts payablearising in the normal course of business). If this is not the case at Completionthen the initial consideration will be adjusted accordingly. The Vendors have given an undertaking to Hampson US and the Company that theywill not, amongst other things, transfer, sell, mortgage, charge, assign, grantoptions or other rights over or otherwise dispose of the Consideration Sharesfor a period of 36 months following completion of the Acquisition Agreements.Such undertakings are stated not to apply to the acceptance of a general offermade to shareholders of the Company. The Vendors are entitled to receive additional deferred contingent considerationas follows: • if the combined EBITDA of Odyssey and G.T.S. for the year ending 31 December 2008 is greater than USD37.8 million (GBP 19.0 million) and less than or equal to USD43.0 million (GBP 21.7 million), then the Vendors would receive an additional amount equal to 6.67 times the difference between the actual combined EBITDA and USD37.8 million (GBP 19.0 million); • if the actual combined EBITDA of Odyssey and G.T.S. for the year ending 31 December 2008 exceeds USD43.0 million (GBP 21.7 million), then the Vendors would receive an amount equal to 6.5 times the difference between the actual combined EBITDA and USD43.0 million (GBP 21.7 million) in addition to USD34.7 million (GBP17.5 million), subject to a total maximum deferred contingent consideration of USD60.7 million (GBP 30.6 million). Completion of each Acquisition is inter-conditional and is expected to occur onor around 6 June 2008. Completion of the Acquisitions is conditional, amongst other things, upon: • the passing of the Resolutions; and • the satisfaction of all the conditions precedent to completion of the Placing and Open Offer and drawdown of the Group's new bank facilities referred to below. Under the terms of the Acquisition Agreements, Hampson US has the discretion toterminate the Acquisition Agreements prior to their completion in limitedcircumstances, such termination could occur subsequent to completion of thePlacing and Open Offer. 7. Principal Terms of the Placing and Open Offer The Company is proposing to raise approximately GBP62.5 million net of expensesby way of a pre-emptive offering, being the Open Offer, and a firm nonpre-emptive placing. The Open Offer is being made on the basis of 1 Open OfferShare for every 4 Existing Ordinary Shares held. Up to 23,806,854 new OrdinaryShares may be issued under the Open Offer. In order to facilitate theintroduction of new institutional investors capable of supporting the long-termdevelopment of the Company as shareholders in Hampson, the size of the FirmPlacing has been set at 24,341,294 new Ordinary Shares, representingapproximately 15.4 per cent. of the Company's Enlarged Share Capital. The sizeof the Placing, being the Firm Placing and the Open Offer, has been set at48,148,148 new Ordinary Shares, representing approximately 30.4 per cent. of theCompany's Enlarged Share Capital. Under the terms of the Placing Agreement, Arbuthnot and Investec haveconditionally placed the Placing Shares and the Open Offer Shares at the OpenOffer Price of 135 pence per share (representing a discount of 8.6 per cent. tothe Company's share price on 1 May 2008, the day before the announcement of theAcquisitions). The Open Offer Shares are subject to clawback up to an aggregatelimit of 23,806,854 new Ordinary Shares to satisfy valid applications fromQualifying Shareholders under the Open Offer. The Placing and Open Offer havebeen fully underwritten by Arbuthnot and Investec. The Open Offer Shares The Open Offer Shares represent approximately 49.4 per cent. of the new OrdinaryShares available under the Placing and Open Offer. Qualifying Shareholders arebeing given the opportunity to subscribe under the Open Offer for the Open OfferShares at the Open Offer Price payable in full on application and free ofexpenses, pro rata to their existing shareholdings, on the following basis: 1 Open Offer Share for every 4 Existing Ordinary Shares held by them and registered in their names on the Record Date and so inproportion to any other number of Existing Ordinary Shares then held, roundeddown to the nearest whole number of Open Offer Shares. Qualifying Shareholders may apply for any whole number of Open Offer Shares upto their maximum entitlements which, in the case of Qualifying non-CRESTShareholders is equal to the number of Open Offer Entitlements shown in theirApplication Form or, in the case of Qualifying CREST Shareholders, is equal tothe number of Open Offer Entitlements standing to the credit of their stockaccount in CREST. Excess applications will not be met. Qualifying Shareholders should note that the Open Offer is not a rights issueand that Open Offer Shares not applied for under the Open Offer will not be soldin the market for the benefit of Qualifying Shareholders who do not apply underthe Open Offer. Open Offer Entitlements are not transferable save to satisfy abona fide market claim and the Application Forms, not being documents of title,cannot be traded. To be valid, Application Forms (duly completed) and payment in full for the OpenOffer Shares applied for, must be received by the Company's registrars, NevilleRegistrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B633DA, by post or by hand so as to arrive as soon as possible and in any event nolater than 11.00 a.m. on 27 May 2008. The Placing Shares The Placing Shares, which represent approximately 50.6 per cent. of the newOrdinary Shares available under the Placing and Open Offer, have been placedfirm by Arbuthnot and Investec at the Open Offer Price with institutional andother investors, conditional, inter alia, upon Admission of the Placing Sharesand Open Offer Shares. The Placing Shares will not be subject to clawback byQualifying Shareholders. General The New Ordinary Shares will, when issued and fully paid, rank pari passu in allrespects with the Existing Ordinary Shares. Application will be made to the Financial Services Authority for the NewOrdinary Shares to be admitted to the Official List and to the London StockExchange for the New Ordinary Shares to be admitted to trading on the LondonStock Exchange's main market for listed securities. It is expected thatAdmission of the Placing Shares and Open Offer Shares will become effective andthat dealings in the Placing Shares and Open Offer Shares will commence on 4June 2008. It is expected that Admission of the Consideration Shares will becomeeffective on 9 June 2008 The Open Offer is not being made to certain Overseas Shareholders. The Placing and Open Offer is conditional, inter alia, upon the following: (i) the passing of the Resolutions; (ii) Admission of the Placing Shares and Open Offer Shares becoming effective onor before 8.00 a.m. on 4 June 2008 (or such later time and/or date as theCompany, Arbuthnot and Investec may agree, being no later than 3.00 p.m. on 18June 2008); (iii) each of the Acquisition Agreements having become unconditional prior toAdmission of the Placing Shares and Open Offer Shares, save as regardsconditions due to be satisfied after that time; and (iv) the Placing Agreement having become unconditional in all other respects andnot having been terminated in accordance with its terms before Admission of thePlacing Shares and Open Offer Shares. Application has been made for the Open Offer Entitlements of Qualifying CRESTShareholders to be admitted to CREST. It is expected that such Open OfferEntitlements will be admitted to CREST on 6 May 2008. The Open OfferEntitlements will also be enabled for settlement in CREST on 6 May 2008.Applications through the CREST system will only be made in respect of theQualifying Shareholder originally entitled or by a person entitled by virtue ofa bona fide market claim. If the conditions of the Placing Agreement are not fulfilled or (where capableof waiver) waived on or before 8.00 a.m. on 4 June 2008 (or such later time and/or date as the Company, Arbuthnot and Investec may agree being no later than3.00 p.m. on 18 June 2008), the Placing and Open Offer will not becomeunconditional and application monies will be returned to applicants, withoutinterest, as soon as practicable thereafter. It is expected that the definitive documents of title in respect of the PlacingShares and Open Offer Shares, which will be in registered form, will bedelivered in uncertificated form under CREST on 4 June 2008 and in certificatedform by 11 June 2008. Temporary documents of title will not be issued pending the despatch by post ofdefinitive certificates for the Placing Shares and Open Offer Shares. Pendingthe despatch of definitive certificates for the New Ordinary Shares, transferswill be certified against the register held by Neville. 8. Use of Proceeds of the Placing and Open Offer The Placing and Open Offer will raise net proceeds of approximately GBP 62.5million to be applied to fund, in part, the consideration payable on completionof the Acquisitions. In the unlikely event that the Acquisitions fail to complete, the net proceedsof the Placing and Open Offer will be placed on deposit on a short-term basisand the Directors will consider whether to use the proceeds to finance othercarefully selected acquisitions and/or consider the possibility of returningcash to Shareholders. 9. Principal Terms of the Banking Facilities The Company has entered into a new, secured, multi-currency committed revolvingcredit facility and term loan facility jointly arranged and fully underwrittenby Lloyds TSB Bank plc Corporate Markets and Bank of Scotland plc and to beprovided by a syndicate of financial institutions acceptable to the Companypursuant to a facility agreement dated 22 April 2008 between (1) the Company (asborrower) (2) the Company and certain subsidiaries (as original guarantors) (3)Lloyds TSB Bank plc Corporate Markets and Bank of Scotland plc (as mandated leadarrangers ("the Lenders")) (4) Lloyds TSB Bank plc (as agent) (5) Lloyds TSBBank plc (as security trustee) and (6) the financial institutions listed therein(as original lenders). The new revolving credit facility will be for a term offive years and for an initial amount of GBP95 million. The new term loanfacility will be for a term of five years and for an initial amount of GBP90million with repayments starting after 18 months and amortising over the fiveyear period to GBP45.5 million after 54 months. The purpose of the new revolving credit facility and new term loan facility isto: • fund the balance of the consideration payable for the Acquisitions and associated costs, together totalling an estimated GBP142.7 million; • refinance borrowings under the existing revolving credit facility totalling GBP80 million as at 29 February 2008; and • provide funding for general corporate purposes of the Enlarged Group, including general working capital requirements. The ability of the Company to draw down funds under the new revolving creditfacility and the new term loan will be subject to satisfaction of certainlimited conditions which are customary for transactions of this nature,including: (i) all conditions precedent to the Placing Agreement having beeneither satisfied or unconditionally waived by Arbuthnot and Investec, (ii) allconditions precedent to completion of both of the Odyssey Acquisition and theG.T.S. Acquisition having been either completed or substantially waived by therelevant parties (with the consent of the Lenders) other than in respect of thepayment of the purchase price, which will be satisfied on the first utilisationof the facility, and (iii) no events of insolvency having occurred in theHampson Group prior to the Completion of the Acquisitions. 10. Related Party Issue Aberforth, on behalf of discretionary clients, have agreed to subscribe at theOpen Offer Price for 5,850,000 Placing Shares and sub-underwrite 5,850,000 OpenOffer Shares; due to the size of the holdings over which Aberforth can exerciseor influence voting rights, such participation in the Placing is classified bythe UK Listing Authority as a related party transaction and, as such, requiresthe approval of Shareholders. 11. Interim results, current trading and prospects for Hampson On 20 November 2007, the Group announced an unaudited trading profit of GBP10.0million and an unaudited consolidated profit before tax of GBP5.0 million onrevenue of GBP76.3 million for the 6 months ended 30 September 2007. In itstrading update of 4 April 2008, it further announced that trading in theaerospace businesses remained strong and improvement in results at theAutomotive Turbocharger division had been sustained throughout the second half,in line with the Directors' expectations. 12. Significant change There has been no significant change in the financial or trading position ofHampson Group since 30 September 2007, being the date to which the lastunaudited interim financial information was prepared. 13. Dividend policy On 4 April 2008, the Group announced that the Directors expected, subject to nounforeseen circumstances arising, to recommend an increased final dividend of1.5p per Ordinary Share in respect of the year ended 31 March 2008. It is thepresent intention of the Board to maintain a progressive dividend policy subjectto prevailing market conditions and no unforeseen circumstances arising. TheDirectors may amend the dividend policy of the Company from time to time and theabove statement regarding the Board's dividend policy should not be construed asany form of profit forecast. 14. Extraordinary General Meeting It is expected that an Extraordinary General Meeting of the Company will beconvened for 1.30 p.m. on 3 June 2008 at the offices of Eversheds LLP, 115Colmore Row, Birmingham B3 3AL at which the following resolutions will beproposed to: • increase the authorised share capital of the Company from GBP32,500,000 to GBP55,000,000 by the creation of 90,000,000 Ordinary Shares of 25 pence each (an increase of approximately 69.2 per cent. of the authorised share capital of the Company as at the date of this announcement); • authorise the Directors pursuant to section 80 of the 1985 Act to allot relevant securities up to a maximum nominal amount of GBP 28,943,104 (115,772,416 Ordinary Shares) (representing approximately 73.2 per cent. of the Enlarged Share Capital), such authority to expire on the date of the Annual General Meeting of the Company to be held in 2008; • disapply the statutory pre-emption rights contained in section 89 of the 1985 Act in relation to the allotment of equity securities for cash, up to an aggregate nominal amount of GBP15,755,615 (63,022,460 Ordinary Shares) for the purposes of the Placing and Open Offer and issue of the Consideration Shares and otherwise up to an aggregate nominal amount of GBP 1,978,123 (7,912,492 Ordinary Shares) (representing approximately 8.3 per cent. of the Existing Ordinary Shares and approximately 5.0 per cent. of the Enlarged Share Capital), such authority to expire on the date of the Annual General Meeting of the Company to be held in 2008; • approve the Related Party Issue; and • approve the Acquisitions; The increase in share capital contemplated by the notice of EGM will leave theCompany, following completion of the Placing and Open Offer and Acquisitions,with a balance of authorised but unissued share capital of GBP 15,437,531(61,750,124 Ordinary Shares) (representing 39.0 per cent. of the Enlarged ShareCapital) which the Directors believe is an appropriate level of authorised butunissued share capital to maintain. The increase in the authorised share capital is required in order to enable thePlacing and Open Offer and Acquisitions to proceed. The authority under Section80 of the 1985 Act is required to implement the Placing and Open Offer andAcquisitions and to provide an appropriate level of authorised but unissuedshare capital following completion of the Placing and Open Offer andAcquisitions in respect of which the Directors have authority to allot, subjectalways to the statutory rights of pre-emption contained in section 89 of the1985 Act. The authority under section 95 of the 1985 Act is also required toimplement the Placing and Open Offer, to issue the Consideration Shares andimplement the Acquisitions and to provide limited authority to allot shares forcash thereafter otherwise than pro rata to Shareholders. The Board has no present intention of using the authorities granted to issue anyof the Company's share capital other than pursuant to the Placing and Open Offerand Acquisitions. As explained in the section headed "Related Party Issue", the Related PartyIssue, being the proposed participation of discretionary clients of Aberforth inthe Placing, requires the approval of Shareholders. The Acquisitions require the approval of the Company's shareholders due to theirsize, in aggregate, relative to the Group. The Acquisitions are conditional uponthe passing of the Resolutions. 15. Directors' Intentions relating to the Open Offer The Directors, who in aggregate are beneficially interested in 195,275 OrdinaryShares, representing approximately 0.21 per cent. of the present issued sharecapital of the Company, intend to take up their entitlements in full in respectof 48,818 Open Offer Shares in aggregate. 16. Other A circular will shortly be posted to Shareholders comprising a Prospectuscontaining details of the Placing and Open Offer and notice of an EGM of theCompany (the "Circular"). Copies of the Circular will be submitted to the UK Listing Authority and will beavailable for inspection at the UK Listing Authority's Document ViewingFacility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS APPENDIX I EXPECTED TIMETABLE OF PRINCIPAL EVENTS The dates set out in the expected timetable of principal events above andmentioned throughout this announcement may be adjusted by Hampson, in whichevent details of the new dates will be notified to the UK Listing Authority andthe London Stock Exchange and, where appropriate, to Shareholders. 2008Record Date for the Open Offer Close of business on 29 AprilOpen Offer Entitlements credited to CREST stock accounts 6 MayRecommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 20Entitlements from CREST MayLatest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 21 MayLatest time and date for splitting Application Forms (to satisfy 3.00 p.m. on 22bona fide market claims) MayLatest time and date for receipt of completed Application Forms 11.00 a.m. onand payment in full under the Open Offer or settlement of 27 Mayrelevant CREST instructionLatest time and date for receipt of Forms of Proxy 1.30 p.m. on 1 JuneExtraordinary General Meeting 1.30 p.m. on 3 JuneAdmission and commencement of dealings in the Placing Shares and 8.00 a.m. on 4Open Offer Shares JuneCREST stock accounts credited for Placing Shares and Open Offer 4 JuneShares in uncertificated formCompletion of the Acquisitions 6 JuneAdmission of the Consideration Shares 8.00am on 9 JuneDespatch of definitive certificates for Placing Shares and Open by 11 JuneOffer Shares in certificated form APPENDIX II DEFINITIONS The following definitions apply throughout this document, unless the contextotherwise requires: "1985 Act" The Companies Act 1985 (as amended and to the extent in force)"Aberforth" Aberforth Partners LLP"Acquisitions" Together, the Odyssey Acquisition and the G.T.S. Acquisition"Acquisition Together, the Odyssey Acquisition Agreement and the G.T.S.Agreements" Acquisition Agreement"Admission" Admission to listing on the Official List together with admission to trading on the London Stock Exchange's main market for listed securities"Admission The Admission and Disclosure Standards issued by the London StockStandards" Exchange"Admission to Admission to the Official List becoming effective in accordanceListing" with the Listing Rules"Admission to Admission to trading on the London Stock Exchange's market forTrading" listed securities becoming effective in accordance with the Admission Standards"Applicant" A Qualifying Shareholder or a person entitled by virtue of a bona fide market claim who lodges an Application Form or relevant CREST instruction under the Open Offer"Application The application form accompanying this document by whichForm" Qualifying non-CREST Shareholders may apply for Open Offer Shares under the Open Offer"Arbuthnot" Arbuthnot Securities Limited, a member of the London Stock Exchange and regulated by the FSA"Board" or The board of directors of the Company"Directors""Business Day" A day on which the London Stock Exchange is open for the transaction of business"Certificated" An Ordinary Share which is not in uncertificated formor "inCertificatedForm""Coast" Coast Composites, Inc."Company" or Hampson Industries PLC"Hampson""Completion" Completion of the Acquisitions in accordance with the terms of the Acquisition Agreements"Consideration The 14,874,312 new Ordinary Shares to be issued to the G.T.S.Shares" Vendors and to the Odyssey Vendor in accordance with the terms of the G.T.S. Acquisition Agreement and the Odyssey Acquisition Agreement"CREST" The relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the CREST Regulations)"CRESTCo" or Euroclear UK & Ireland Limited, the Operator (as defined in the"Euroclear" CREST Regulations) of CREST"CREST The Uncertificated Securities Regulations 2001 (SI 2001/3755)Regulations""EBITDA" Earnings before interest, taxation, depreciation and amortisation"Enlarged The Group as enlarged by the AcquisitionsGroup""Enlarged The issued share capital of the Company, as enlarged by theShare Capital" allotment and issue of the New Ordinary Shares"Excluded The United States, Canada, Australia, Japan, South Africa and NewTerritory" Zealand or any other jurisdiction to which or where the extension or acceptance of the Open Offer would breach or violate the law of that jurisdiction or the offering of the Placing Shares or the Open Offer Shares would require registration"Existing The 95,227,416 Ordinary Shares currently in issueOrdinaryShares""Exon-Florio Section 5021 of the US Omnibus Trade and Competitiveness Act ofProvision" 1988 which amended section 721 of the US Defense Production Act of 1950"Extraordinary The extraordinary general meeting of the Company to be held atGeneral 1.30 p.m. on 3 June 2008Meeting" or"EGM""EGM Notice" The notice set out at the end of this document convening the EGM "EU" The European Union"Firm Placing" The firm placing of the Placing Shares by Arbuthnot and Investec as agents for the Company pursuant to the Placing Agreement"Form of Proxy" The form of proxy for use at the EGM"FSA" Financial Services Authority"FSA Handbook" A publication by the Financial Services Authority which sets out all the rules and guidance made by the FSA under the Financial Services and Markets Act 2000"FSMA" The Financial Services and Markets Act 2000, as amended"G.T.S." Global Tooling Systems, Inc., a company incorporated in the US"G.T.S. the proposed acquisition of all of the issued shares (includingAcquisition" rights to acquire shares) of the common stock of G.T.S."G.T.S. The sale and purchase agreement dated on or around 1 May 2008Acquisition between Hampson, Hampson US and the G.T.S. Vendors pursuant toAgreement" which Hampson US has conditionally agreed to acquire the entire issued share capital of G.T.S."G.T.S. Vendors" The holders of all of the issued shares of the common stock of G.T.S."GBP" UK pound sterling"Group" or The Company and its subsidiary undertakings"Hampson Group""Hampson US" Hampson Industries US, Inc."IFRS" International Financial Reporting Standards"Investec" Investec Investment Banking, a division of Investec Bank (UK) Limited"Listing Rules" The listing rules issued by the UK Listing Authority under section 74 of FSMA"London Stock London Stock Exchange plcExchange""LTIP" The Hampson Long Term Incentive Plan"New Ordinary Together the Placing Shares, the Open Offer Shares and theShares" Consideration Shares"Odyssey" Odyssey Industries, Inc., a company incorporated in the US"Odyssey The proposed acquisition of all of the issued shares (includingAcquisition" rights to acquire shares) of the common stock of Odyssey"Odyssey The sale and purchase agreement dated on or around 1 May 2008Acquisition between Hampson, Hampson US and the Odyssey Vendor pursuant toAgreement" which Hampson US has conditionally agreed to acquire the entire issued share capital of Odyssey"Odyssey Vendor" The holder of all of the issued shares of the common stock of Odyssey"OEM" Original equipment manufacturer"Official List" The Official List of the UK Listing Authority"Open Offer" The conditional offer made by Arbuthnot and Investec, as agents for the Company, inviting Qualifying Shareholders to subscribe for the Open Offer Shares at the Open Offer Price on the terms and subject to the conditions set out in this document and, where relevant, the Application Form"Open Offer Entitlements allocated to Qualifying Shareholders to subscribeEntitlements" for Open Offer Shares under the Open Offer"Open Offer 135 pence per Open Offer SharePrice""Open Offer The 23,806,854 new Ordinary Shares available to QualifyingShares" Shareholders under the Open Offer"Ordinary Ordinary shares of 25 pence each in the capital of the CompanyShares""Overseas Qualifying Shareholders with registered addresses in, or whoShareholders" are citizens, residents or nationals of, jurisdictions outside the United Kingdom"Placing" The placing of the Placing Shares and Open Offer Shares by Arbuthnot and Investec as agents for the Company pursuant to the Placing Agreement"Placing Shares" The 24,341,294 new Ordinary Shares conditionally placed by Arbuthnot and Investec with institutional and certain other investors which are not subject to any clawback to satisfy valid applications from Qualifying Shareholders under the Open Offer"Placing The conditional agreement dated 2 May 2008 between (1) theAgreement" Company, (2) Arbuthnot and (3) Investec relating to the Placing and Open Offer"Proposals" Together the Acquisitions, the increase in authorised share capital of the Company, the authority to allot, the disapplication of statutory pre-emption rights and the Related Party Issue"Qualifying Qualifying Shareholders whose Existing Ordinary Shares on theCREST Company's register of members on the Record Date are held inShareholders" uncertificated form in CREST"Qualifying Qualifying Shareholders whose Existing Ordinary Shares on thenon-CREST Company's register of members on the Record Date are held inShareholders" certificated form"Qualifying Holders of Existing Ordinary Shares on the register of membersShareholders" of the Company on the Record Date, but excluding those holders of Existing Ordinary Shares who are located or resident in, or who are citizens of, or who have a registered address in an Excluded Territory"Record Date" The close of business on 29 April 2008"Registrars" or Neville Registrars Limited"Neville""Related Party The proposed participation of discretionary clients ofIssues" Aberforth in the Placing"Resolutions" The resolutions to be proposed at the EGM"Shareholders" Holders of Ordinary Shares"Share Option The Hampson Industries (1994) Management Share Option Scheme,Schemes" the Hampson Industries PLC 2006 Unapproved Share Option Scheme and the Hampson Industries PLC Approved Share Option Scheme"uncertificated" Recorded on the relevant register of Ordinary Shares as beingor "in held in uncertificated form in CREST and title to which, byuncertificated virtue of the CREST Regulations, may be transferred by means ofform" CREST"UK Listing The FSA, in its capacity as the competent authority for theAuthority" purposes of Part VI of FSMA"United Kingdom" The United Kingdom of Great Britain and Northern Irelandor "UK""United States" The United States of America, its territories and possessions,or "US" any state of the United States and the District of Columbia"USD" US dollars"Vendors" The Odyssey Vendor and the G.T.S. Vendors The exchange rates used to convert amounts in this document denominated in USdollars into amounts denominated in UK pounds sterling are as follows: • trading results of Odyssey and G.T.S. for the year ended 31 December 2007 have been translated at the rate of GBP1 to USD2.0016, being the average daily exchange rate throughout the year ended 31 December 2007; • US dollar balances in relation to the G.T.S. Acquisition Agreement have been translated at the rate of GBP1 to USD1.9845, being the exchange rate at 30 April 2008, the last practicable date prior to the signing of the G.T.S. Acquisition Agreement; • US dollar balances in relation to the Odyssey Acquisition Agreement have been translated at the rate of GBP1 to USD1.9845, being the exchange rate at 30 April 2008, the last practicable date prior to the signing of the Odyssey Acquisition Agreement. • US dollar balances in relation to the issue of Consideration Shares to the Vendors have been translated at the rate of £1 to US$1.9920, being the exchange rate at 28 April 2008. This announcement does not constitute, or form any part of, an offer or aninvitation to purchase any securities. This announcement does not constitute an offer of, or the solicitation of anyoffer to buy, any Ordinary Shares to any person in any jurisdiction to whom orin which such offer or solicitation is unlawful. The distribution of thisannouncement in certain jurisdictions may be restricted by law and thereforepersons into whose possession this announcement comes should inform themselvesabout and observe any such restrictions. Any failure to comply with theserestrictions may constitute a violation of the securities laws of suchjurisdiction. Investec, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for the Company as jointsponsor, joint financial adviser, joint broker and joint underwriter and for noone else in relation to the matters described in this announcement and will notbe responsible to anyone other than the Company for providing the protectionsafforded to customers of Investec or for providing advice in relation to thesubject matter or contents of this announcement. Arbuthnot, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting exclusively for the Company as joint sponsor, jointfinancial adviser, joint broker and joint underwriter and for no one else inrelation to the matters described in this announcement and will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Arbuthnot or for providing advice in relation to thesubject matter or contents of this announcement. For further information please contact: Hampson Industries PLC 01384 472941Kim Ward, Chief Executive 01384 472946Howard Kimberley, Finance Directorwww.Hampsongroup.comInvestec 020 7597 5970Keith Anderson 020 7597 5970Michael AnsellArbuthnot 020 7012 2000Mark Brown 020 7012 2000James SteelM: Communications 020 7153 1269Marylene Guernier This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
HAMP.L