6th Dec 2006 09:51
Fisher (James) & Sons PLC06 December 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Ireland, Australia or Japan, or any otherjurisdiction where to do so would constitute a violation of the relevant laws ofsuch jurisdiction. JAMES FISHER AND SONS PUBLIC LIMITED COMPANY ACQUISITION OF F.T. EVERARD & SONS LIMITED ("FT Everard") • James Fisher (Ticker:FSJ), the UK's leading provider of marine services, to acquire FT Everard for a total cash consideration of approximately £23.7 million and the assumption of £28.0 million of debt. • Acquisition to be financed through existing and new bank facilities. • FT Everard currently operates 11 CPP tankers, 9 of which it owns, with four further tankers due to enter service in 2007, and owns and operates Cattedown Wharves - a port facility on the River Plym, Plymouth • Acquisition expected to bring a number of benefits and opportunities to James Fisher including: • the acquisition of a predominantly modern double hulled fleet; • the anticipated cash flow benefits to enable James Fisher to accelerate the expansion of its other divisions; • the ability to re-finance FT Everard's owned ships to reduce post acquisition financial gearing; and • the ability to bring FT Everard's fleet into the tonnage tax regime. • The combined tankship operations will, in future, operate under the name James Fisher Everard • Acquisition expected to be earnings neutral in the year ending 31 December 2007 and earnings enhancing thereafter* • Michael Everard and William Everard will join the Board of James Fisher on Completion Commenting on the Acquisition, Tim Harris, Chairman of James Fisher, said: "We are buying a business we know with an excellent operational reputation andwhich provides us with the opportunity to grow and enhance the businesssignificantly." He added: "We intend to repeat the successful tankships formula by using the strong cashflow benefits from an enlarged and integrated tankship fleet to pursue furtherexpansion in the Company's other divisions. The key focus for growth in theenlarged James Fisher group will remain marine support services, comprising theoffshore oil, specialist technical and defence divisions. This contributed 67%of group profits in H1 2006**. I am delighted that Michael and William Everard have agreed to join the JamesFisher Board on completion of the Acquisition. The Board view the prospects ofthe Enlarged Group with confidence." Michael Everard, Chairman of FT Everard, said "My family started FT Everard in the late 1800's and through four generations wehave been the owners of the company. In James Fisher we see a like minded andsuccessful company with a refreshing and modern attitude to the operation oftankships and marine services. We are confident that we have found the rightstrategic home for our company and our employees. My brother and I are delightedto join the Board of James Fisher following completion of the Acquisition and toremain involved with the business. E C Hambro Rabben and Partners Limited has acted as financial adviser andEvolution Securities has acted as financial adviser and sponsor to James Fisherin connection with the Acquisition. *Nothing in this statement should be construed as a profit forecast or beinterpreted to mean that future earnings per share or profits of James Fisherwill necessarily be greater than its historic published earnings per share orprofits. **such percentage being unaudited and calculated by reference to the Company'sinterim statements for the six months to 30 June 2006 For further information, please contact: James Fisher and Sons plcTim Harris (Chairman) Tel: 020 7338 5808Nick Henry (Chief Executive Officer) Tel: 020 7338 5808Mike Shields (Group Finance Director) Tel: 01229 615 503www.james-fisher.co.uk F.T. Everard & Sons Limited:Michael Everard Tel: 020 7398 4452William Everard Tel: 01322 394 513www.ft-everard.co.uk EC Hambro Rabben & Partners Tel: 020 7355 4100Eivind RabbenPeter Donaldwww.echambrorabben.co.uk Evolutions SecuritiesTim Worlledge Tel: 020 7071 4319Stuart Andrews Tel: 020 7071 4321www.evosecurities.com Adventis Financial PRPeter Binns Tel: 020 7034 4760Chris Steele Tel: 020 7034 4759www.adventis.co.uk FORWARD-LOOKING STATEMENTS This announcement includes 'forward-looking statements'. These forward-lookingstatements may contain the words "anticipate", "believe", "intend", "estimate","expect" and words of similar meaning. All statements other than statements ofhistorical facts included in this document, including, without limitation, thoseregarding James Fisher and the Enlarged James Fisher Group's financial position,business strategy, plans and objectives of management for future operations(including development plans and objectives relating to products and services)are forward-looking statements. Such forward-looking statements involve knownand unknown risks, uncertainties and other important factors that could causethe actual results, performance or achievements of James Fisher and the EnlargedJames Fisher Group to be materially different from future results, performanceor achievements expressed or implied by such forward-looking statements. Suchforward looking statements are based on numerous assumptions regarding JamesFisher and FT Everard & Sons, present and future business strategies and theenvironment in which James Fisher and the Enlarged James Fisher Group willoperate in the future. These forward-looking statements speak only as at thedate of this announcement. James Fisher expressly disclaims any obligation orundertaking to disseminate any updates or revisions to any forward-lookingstatements contained herein to reflect any change in James Fisher's expectationswith regard thereto or any change in events, conditions or circumstances onwhich any such statement is based except to the extent required by applicablelaw, the Prospectus Rules, the Listing Rules and the Disclosure Rules. Evolution Securities, which is regulated in the UK by the Financial ServicesAuthority, is acting exclusively for James Fisher in connection with theAcquisition and no one else and will not be responsible to anyone other thanJames Fisher for providing the protections afforded to clients of EvolutionSecurities nor for providing advice in relation to the Acquisition. EC Hambro Rabben and Partners Limited, which is regulated in the UK by theFinancial Services Authority, is acting exclusively for James Fisher inconnection with the Acquisition and no one else and will not be responsible toanyone other than James Fisher for providing the protections afforded to clientsof E C Hambro Rabben and Partners Limited nor for providing advice in relationto the Acquisition. Proposed Acquisition by James Fisher of FT Everard 1. Introduction The Company announces that it has entered into a conditional agreement with theVendors to acquire FT Everard, a private company owning and operating short seaCPP tankers and Cattedown Wharves, Plymouth, for an estimated initial cashconsideration of £17.6 million. In addition deferred consideration ofapproximately £6.1 million in cash is expected to become payable principallyfollowing the delivery of two ships currently under construction as explained infurther detail in paragraph 8 below. In addition to the consideration, upon thedelivery of the two ships under construction, the Company will assume debts of£28.0 million in connection with the Acquisition. In view of its size,completion of the Acquisition is conditional, inter alia, on the approval ofShareholders at an Extraordinary General Meeting, notice of which will be setout in a circular ("the Circular") to be posted to Shareholders as soon aspracticable. The Acquisition may cause the Company to exceed, temporarily, its constitutionalborrowing limits and accordingly Shareholders will be asked to approve theCompany (and other members of the James Fisher Group) exceeding the currentborrowing limit stipulated in the Articles of Association. 2. Information on FT Everard The principal businesses of FT Everard comprise the operation of a fleet of 11ships, delivering CPP from oil refineries to terminals, and the ownership andmanagement of the Cattedown wharf facilities based in Plymouth, Devon. FTEverard is a long established business, having been incorporated in 1922, with ablue-chip customer base. FT Everard's turnover for the year to 31 December 2005 was £30.56 million andpre-tax profit for this period was £2.92 million. The balance sheet recordedgross assets of £43.96 million as at 31 December 2005. Marine Oil Services FT Everard's nine owned and two chartered CPP tankers operate in North WestEurope, predominantly in the UK and Ireland. The core customers of its short seashipping business comprise a variety of oil majors operating in Europe. FT Everard's owned and chartered fleet, excluding charters of durations of 18months or less, are set out in the table below. Vessel Built DWT Owned/Bareboat Chartered Allurity 1981 3027 OwnedArduity 1981 3027 OwnedAnnuity 1988 3145 OwnedAgility 1990 3145 OwnedAlacrity 1990 3145 OwnedAsperity 1997 3778 OwnedAudacity 1997 3778 OwnedStability 2004 3517 Five year bareboat charteredSummity 2005 3517 Five year bareboat charteredSpeciality 2006 4433 OwnedSeniority 2006 4433 Owned FT Everard is in the process of disposing of the two owned vessels built in1981. Speciality and Seniority are two vessels out of an order of four beingconstructed in China. They were delivered in May and September 2006 respectivelyand their sister ships, Superiority and Supremity are expected to be deliveredin the first half of 2007. In addition, two vessels, Vedrey Tora and Vedrey Thorhave been time chartered and are expected to be delivered in mid 2007. The tablebelow sets out the vessels yet to be delivered to FT Everard. Vessel Estimated delivery DWT Owned/Bareboat Chartered Superiority Q1 2007 4433 OwnedSupremity Q1 2007 4433 OwnedVedrey Tora Mid 2007 3400 Seven year time charteredVedrey Thor Mid 2007 3400 Seven year time chartered In the current year the performance of this division has been adversely affecteddue to an increase in costs associated with the late delivery of the four newvessels constructed and being constructed in China. Cattedown Wharves FT Everard's other main business, Cattedown Wharves, is a marine servicecompany. As a port facility on the River Plym, the freehold of which is owned byFT Everard, it handles cargo shipped through the port of Plymouth. Thefacilities offered include a wharf length of approximately 200 metres with adraught of around seven metres. There are also mobile dockside cranes,approximately 50,000 square metres of warehousing and direct access onto theDevon expressway. Petroleum products for the major oil companies are deliveredthrough a common user facility and represent the majority of the revenue earningcargo handled by Cattedown Wharves. Cattedown Wharves also handles dry bulkcommodities such as animal feed and clay. Marine Electronics FT Everard also owns Ships Electronic Services Limited, which supplies andmaintains marine electronic navigation, communication and entertainmentequipment. 3. Opportunity to acquire Alchymist The Company entered into an agreement on 6 December 2006, pursuant to which itwas granted an option (for which it paid £1) to purchase the entire issued sharecapital of Alchymist for consideration of £600,000. Alchymist is the parent of EIB, an insurance broking business (specialising inshipping insurance) regulated by the Financial Services Authority. The owners ofAlchymist include the Vendors. In order to acquire Alchymist, the Company would,inter alia, require the consent of the Financial Services Authority. 4. Information on James Fisher The James Fisher Group currently comprises four key divisions. All financialinformation set out below has been extracted without material adjustment fromJames Fisher's Report and Accounts for the year ended 31 December 2005. Offshore Oil Services This division hires specialist equipment to the offshore oil industry, primarilyin the North Sea, although increasingly in the developing oil areas of theFormer Soviet Union, Mexico, West Africa and elsewhere globally. The main typesof equipment provided are compressors, steam generators, hydraulic power packs,high pressure wash-down units and winches. Typically James Fisher customisesunits for a particular client and will also, if required, provide specialistlabour. In December 2005 James Fisher acquired Monyana Engineering Services,which is a market leader in refurbishing, designing and supplying a large rangeof hydraulic winches and marine equipment for rental and sale to the oil fieldservices industry. For the year ended 31 December 2005 this division reportedturnover of £14.9 million and operating profit before the attribution of commoncosts of £4.0 million. Specialist Technical Services The Specialist Technical Services division includes the James Fisher Group'snuclear activities and other specialist marine services. Within the nuclearsub-sector, the Group's primary expertise is in the design and operation ofremote handling systems for nuclear decommissioning on the contaminated orradioactive side of the nuclear shield and in underwater storage ponds. In 2005James Fisher acquired Fender Care Limited, which is a market leader in supplyinglarge-scale pneumatic fenders for shipping, offshore, port, construction anddefence projects and is also the largest global operator of ship-to-ship oiltransfers. In October 2006 James Fisher acquired Strainstall Group Limited whichis engaged in the design and supply of safety and productivity based monitoring,control, load management and structural monitoring systems. For the year ended31 December 2005 this division reported turnover of £22.3 million and operatingprofit before the attribution of common costs of £2.6 million. Defence There are two parts to James Fisher's Defence business: submarine rescue andproviding commercial skills to support ships engaged in defence activities. Thesubmarine rescue business is a leader in its field and was involved in therescue of seven Russian submariners in July 2005 from a depth of 625ft in thePacific Ocean off Russia's Kamchatka peninsular. In November 2006, an agreementwas entered into to acquire the operating assets of the UK submarine rescueservice. For the year ended 31 December 2005 this division reported turnover of£9.3 million and operating profit before the attribution of common costs of £0.8million and, after adding the contribution from the Foreland joint venture,operating profit of £2.1 million. Marine Oil Services James Fisher operates a fleet of 16 CPP tankers operating predominantly in NorthWest Europe. This division has longstanding relationships with the oil majorsand mostly carries its cargo under contracts of affreightment rather than spotresulting in more stable profits and cash flows. James Fisher initiated a fleetrenewal programme in 2004, which has led to the disposal of eight of the fleet'soldest vessels. James Fisher has replaced these vessels with five larger modernvessels including four new buildings all of which have been delivered. For theyear ended 31 December 2005 this division reported turnover of £44.9 million andoperating profit before the attribution of common costs of £6.7 million. 5. Background to and Reasons for the Acquisition James Fisher's strategic objective is to be the UK's leading marine servicecompany, based on its core expertise of applying practical engineering andoperational skills in the marine sector. To this end the Group has expandedsubstantially its Marine Support Services divisions (offshore oil, specialisttechnical and defence) from 12.5 per cent. of profit from operations in 2002, to67.3 per cent. in the first half of 2006 (such percentage being unaudited andcalculated by reference to the Company's interim statements for the six monthsto 30 June 2006) by means of organic growth and acquisition. The growth through acquisition of the Marine Support Services divisions has beenfunded, to a large extent, by the strong cash flow derived from Marine OilServices. The Marine Oil Services division is core to James Fisher's operationsand future growth strategy. The Acquisition provides an opportunity for theMarine Oil Services division to be expanded significantly and to pursue furtherexpansion in other divisions, a formula which has been successfully adopted overthe past four years. The Board believes that when fully integrated, the combinedfleet and operation, including synergies and tonnage tax participation, willachieve a profit margin in line with that currently achieved by the Marine OilServices division. The acquisition of FT Everard is expected to bring a number of benefits andopportunities to James Fisher including: • the acquisition of a predominantly modern double hulled fleet which is in the process of being upgraded with four new vessels designed to be operationally efficient and eco-friendly; • the ability to offer customers a wider choice of ships, especially in the class of vessels under 4000 dwt; • the ability to bring FT Everard fleet into the tonnage tax regime with the effect of significantly reducing the taxation otherwise expected to be paid on its earnings; • the ability to re-finance FT Everard owned ships as long term bareboat charters, removing the financial risks associated with the sale of vessels and reducing James Fisher's post acquisition financial gearing; • the anticipated cash flow benefits from an expanded and integrated tankship fleet will enable James Fisher to accelerate the expansion of its other divisions; and • the acquisition of Cattedown provides a complementary and profitable business to the Marine Oil Services divisions with historically strong cash generation. 6. Strategy The key focus for growth in the Enlarged James Fisher Group will remain theoffshore oil, specialist technical and defence divisions. Management will focuson driving synergy benefits from integrating the two marine oil servicesbusinesses and thereby bringing FT Everard's operating margins towards JamesFisher's level. It is anticipated that synergies will first be generated fromreducing the combined overheads. However, it is expected that the full benefitwill be achieved by combining these overhead savings with further operating andsales synergies generated by the enlarged fleet. The Enlarged James Fisher Group intends to sell and then charter back a numberof the vessels in the combined fleet in order to reduce its financial gearing.FT Everard's older vessels, comprising those built in 1981, are expected to besold. Additionally, James Fisher expects to sell its only remaining oldervessel, Severn Fisher. Finally, FT Everard's vessels will combine with JamesFisher's in the tonnage tax regime and it is anticipated that this willsignificantly reduce the taxation otherwise expected to be paid on the EnlargedJames Fisher Group's earnings. In combination, these initiatives are expected to ensure that the Enlarged JamesFisher Group will be able to generate strong and reliable cash flows from itsoperations over the medium term. 7. Summary financial information The following table sets out certain summary financial information on FT Everardand has been prepared on a basis consistent with the accounting policies ofJames Fisher: 31 December 31 December 31 December 2003 2004 2005 £'000 £'000 £'000 Turnover 31,334 31,092 30,559Operating profit before separately disclosable items 769 1,688 611Pre-tax (loss)/profit (1,064) 453 2,916Net assets 12,099 13,709 16,765 Defined Benefits Pension Schemes FT Everard contributes to three defined benefit pension schemes, comprising theFT Everard Group Pension Fund, the Merchant Navy Officers Pension Fund and theMerchant Navy Ratings Pension Fund, all of which are in deficit. 8. Principal terms of the Acquisition Agreement Under the terms of the Acquisition Agreement, the Company has agreed to acquirethe entire issued share capital of FT Everard, including its directly andindirectly owned subsidiaries and associated undertakings at the date of theAcquisition Agreement. The initial consideration of £17.6 million in cash is payable to the Vendors atCompletion in respect of the sale shares and loan notes to be acquired. Inaddition, deferred consideration of up to £6.1 million is expected to bepayable, dependent on the outcome of the following events: - a payment of up to £3,000,000 following delivery of the Superiority and a further payment of up to £3,000,000 following delivery of the Supremity provided in each case that delivery of such vessels occurs before 31 December 2008; and - a sum equal to 90 per cent. of any proceeds received by the Company pursuant to certain litigation which FT Everard may choose to pursue. Should the claim be pursued, it will be for £150,000 plus interest. Any claim will need to be filed by 31 December 2006. Following Completion of the Acquisition Agreement, the consideration shall beincreased or reduced (as appropriate) on a pound for pound basis by an amountthat will be calculated by reference to the completion balance sheet. Completion of the Acquisition Agreement is conditional, inter alia, uponShareholder approval. 9. Financial effects of the Acquisition The Acquisition is expected to deliver significant benefits to Shareholders overthe medium term, derived, in part, from the operational synergies available bycombining the two businesses. In the financial year ending 31 December 2007 theAcquisition is expected to have a broadly neutral and non-dilutive effect onearnings*. The Board expects that the synergies from combining James Fisher and FT Everard,together with the receipt of revenues for the first full year of operations inrespect of the vessels currently under construction, which is expected to be2008, will enhance earnings per share through 2008 and beyond.* At Completion James Fisher will pay the Initial Consideration and will alsoassume debt which, upon delivery of the two remaining new vessels currentlyunder construction, will amount to approximately £28.0 million. TheConsideration and the debt assumed will be financed through existing andadditional borrowings and James Fisher has agreed to guarantee the obligationsof FT Everard in respect of its debt. Over time, the Company intends to reduce borrowings through scheduled repaymentsand the sale of some ships, which will then be chartered by the James FisherGroup on a long-term Bareboat Chartered basis without the risk associated withthe residual value of such ships. 10. Management changes FT Everard's current Chairman, Michael Everard and Managing Director WilliamEverard will be joining the Enlarged James Fisher Group on Completion, Michaelas a non-executive director of James Fisher and continuing with his role atCattedown Wharves and William as Technical Director of the combined fleet and adirector of James Fisher. William Everard will enter into a service agreement as a director of the Companyfollowing Completion. The contract will provide for employment for an indefiniteperiod, subject to early termination on 12 months' written notice by him or theCompany. The Company will be entitled to terminate his employment with immediateeffect by paying, in lieu of his notice period, a sum equivalent to the salaryhe would have received had he been employed for that period (excluding bonus).The agreement provides for a salary of £100,000 per annum. He may be entitled toa bonus of a maximum of 70 per cent. of his annual salary and to participate inexecutive share schemes (in each case at the discretion of the Remuneration andNominations Committee of the Company). In addition, he will be provided with acar and entitled to payment in lieu of participation in the January GroupStakeholder Pension Plan and such private medical expenses insurance andpermanent heath insurance schemes as the Company may provide. Michael Everard will enter into a letter of appointment as a non-executivedirector of the Company following Completion. Subject to the Memorandum andArticles of Association of the Company, his initial appointment shall continueuntil on 31 December 2007 but may be reviewed for a further period of up to oneyear (providing the Board and Michael Everard so agree). Pursuant to theappointment letter, he shall also act as chairman of Cattedown Wharves. His feeshall be £60,000 per annum. The appointment may be terminated without liabilityfor compensation. 11. Current trading and prospects of James Fisher, FT Everard and theEnlarged James Fisher Group James Fisher Overall, James Fisher's current trading is in line with management expectations.James Fisher enjoyed a good first half in 2006 with its offshore oil servicesand specialist technical services divisions growing strongly and Marine OilServices producing a similar result to the previous year. The offshore oilservices and specialist technical services divisions are trading well in thesecond half, however, marine oil started slowly owing to an extended summerdry-dock season with mechanical problems identified in two vessels. Thesevessels have now been repaired and the ships returned to service. FT Everard Two of the new vessels ordered by FT Everard have been delivered to FT Everardin 2006 and are now operational. The trading prospects of FT Everard will beinfluenced by the earning capacity of these two vessels and the timing ofdelivery of the Superiority and the Supremity and the other vessels which remainunder construction. For a number of technical and yard related reasons, thedeliveries of all of these vessels have been significantly delayed. Until suchtime as these ships are delivered, these delays are expected to have an adverseimpact on the trading of Everard's Marine Oil Service division. Prospects for the Enlarged James Fisher Group Based on current trading and the expected benefits from the Acquisition, theDirectors view the prospects of the Enlarged James Fisher Group with confidence. 12. Financing The Acquisition is being financed through one of the Group's existing facilitiesprovided by HSBC Bank plc and from a new debt facility also provided by HSBCBank plc. 13. Borrowing Limits There is a limit on the James Fisher Group's borrowings of three times theCompany's adjusted capital and reserves, as set out in Article 100 (B) of theArticles of Association. Following delivery of the last new built ship, theCompany's borrowings are likely to be close to this limit and may exceed it inthe subsequent months. The Company's Articles of Association allow this limit tobe exceeded with the sanction of an ordinary resolution and therefore such aresolution to permit the Company to borrow up to a sum equal to four times theadjusted total of the Company's capital and reserves forms Resolution 2 to beproposed at the EGM. It is intended that a special resolution will be put to Shareholders at the nextannual general meeting of the Company proposing that the Company's Articles ofAssociation be amended to reflect the Company's increased borrowings. 14. Dividend Policy It is the Directors' current intention that the Enlarged James Fisher Group willmaintain a similar dividend policy to that adopted by James Fisher as at thedate of this document. The James Fisher Group's dividend policy is to ensurethat Shareholders continue to benefit directly from the successful growth of theEnlarged James Fisher Group, while providing sufficient funds for investment infuture growth. 15. Extraordinary General Meeting It is intended that an EGM will be convened as soon as practicable at which theresolutions will be proposed to approve the Acquisition and to authorise theCompany (and other members of the James Fisher Group) to exceed the currentborrowing limit contained in the Company's Articles of Association. 16. Recommendation The Board, which has received financial advice from EC Hambro Rabben in relationto the Acquisition Proposals, considers the Acquisition Proposals to be in thebest interests of Shareholders. Accordingly the Board unanimously recommends that Shareholders vote in favour ofthe Resolutions to be proposed at the EGM, as the Directors (other than MauriceStorey who does not hold any Ordinary Shares) have undertaken to do in respectof their own beneficial shareholdings amounting in aggregate to 425,228 OrdinaryShares, representing approximately 0.9 per cent. of the issued ordinary sharecapital of James Fisher. * Nothing in this letter or this announcement should be construed as a profitforecast or be interpreted to mean that future earnings per share or profits ofJames Fisher will necessarily be greater than its historic published earningsper share or profits. APPENDIX I DEFINITIONS The following definitions apply throughout this document, unless the contextotherwise requires: "Acquisition Agreement" the conditional agreement between James Fisher and the Vendors relating to the acquisition of FT Everard "Acquisition Proposals" the proposed purchase by James Fisher of FT Everard pursuant to the terms of the Acquisition Agreement and the consequent waiver of Article 100(B) of the Company's Articles of Association "Acquisition" the proposed purchase by James Fisher of FT Everard pursuant to the terms of the Acquisition Agreement "Alchymist" Alchymist Trading Company Limited, incorporated in England with registered office at Blake House, Schooner Court, Admiral's Park, Crossways, Dartford, Kent DA2 6QQ and registered number 00948550. "Bareboat chartered" A type of charter in which the ship owner provides only the ship and not the captain and crew "Board" or "Directors" the directors of James Fisher "Cattedown Wharves" Cattedown Wharves Limited, incorporated in England and Wales with registered office at Cattedown Wharves, Cattedown Road, Plymouth, Devon PL4 0RP "CPP" Clean petroleum product "Companies Act " the Companies Act 1985 (as amended) "Completion" completion of the Acquisition Agreement "Disclosure Rules" the rules relating to disclosure of information made in accordance with section 73A of FSMA "DWT" dead weight tonne "EC Hambro Rabben" EC Hambro Rabben & Partners Ltd "EIB" Everard Insurance Brokers Limited, incorporated in England with registered office at Blake Hose, Schooner Court, Admiral's Park, Crossways, Dartford, Kent DA2 6QQ and registered number 01294636 "Enlarged James Fisher Group" the Company and its subsidiary undertakings following completion of the Acquisition "Evolution Securities" Evolution Securities Limited "Extraordinary General the extraordinary general meeting of the Company to be convened asMeeting" or "EGM" soon as practicable "FSMA" Financial Services and Markets Act 2000 "FT Everard Group" FT Everard & Sons and each of its subsidiaries (within the meaning of the Companies Act) at the date of this document "FT Everard" FT Everard & Sons Limited, incorporated in England with registered office at Blake House, Schooner Court, Admiral's Park, Crossways, Dartford, Kent DA2 6QQ and registered number 0180834 "James Fisher Group" James Fisher and each of its subsidiaries (within the meaning of the Companies Act) at the date of this document "James Fisher" or the James Fisher Public Limited Company, incorporated in England with"Company" registered office at Fisher House, PO Box 4, Barrow in Furness, Cumbria, LA14 1HR and registered number 211475 "Listing Rules" the listing rules made by the UKLA under section 74(4) of FSMA "Official List" the list maintained by the UKLA pursuant to Part VI of FSMA "Ordinary Shares" ordinary shares of 25 pence each in the capital of James Fisher "Resolutions" the resolutions to be proposed at the EGM, to be set out in the notice of EGM sent to Shareholders "Shareholders" holders of Ordinary Shares and Preference Shares "Shares" Ordinary Shares and Preference Shares "Superiority" the vessel described as Hull No QS20020403 "Supremity" the vessel described as Hull No QS20020404 "Time chartered" comprises a contract of hire of the vessel for a specified period of time with the shipowner employing the captain and crew "UKLA" the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA "Vendors" P.G. Emerson, F.M. Everard, W.D. Everard and R.A. Shotton This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
James Fisher and Sons