8th Aug 2005 15:38
Carlisle Holdings Ltd08 August 2005 Carlisle Holdings Limited/BB Holdings Limited CARLISLE HOLDINGS LIMITED ANNOUNCES THE DEMERGER OF ITS UK AND IRELAND BUSINESSES BY MEANS OF A DISTRIBUTION TO SHAREHOLDERS AND ALSO A NAME CHANGE Belize City, Belize, August 8, 2005 - Carlisle Holdings Limited (NASDAQ: CLHL,London: CLH) today announces a reorganization of its group to be effected by ademerger of its UK and Ireland businesses (the "Demerger") to Carlisle HoldingsLimited shareholders, through a dividend distribution of shares in CarlisleGroup Limited ("Carlisle Group"). Following the Demerger, Carlisle HoldingsLimited will continue to be listed on Nasdaq in the US and traded on AIM in theUK. Carlisle Group will be admitted to trading on AIM. With immediate effect, Carlisle Holdings Limited has also changed its name to BBHoldings Limited ("BB Holdings"). The ticker symbol and trading arrangementswill not change at present. Changes to the ticker symbol and tradingarrangements will be notified to the market in due course. Background to the Demerger The objective of the Demerger is to enable BB Holdings to divide its group intotwo independent publicly traded companies with the UK and Ireland businessesbeing held by Carlisle Group which will have a separate quotation on AIM. The UK and Ireland businesses currently operate, to a significant extent,independently of the rest of the BB Holdings group with a separate managementteam, a different customer base and separate financing arrangements in place. BB Holdings believes that the Demerger will enable Carlisle Group to bettermanage and develop its business operations, giving it a distinct identity in themarket sectors in which it operates and with the financial and investmentcommunities that support it. The board of BB Holdings regards the Demerger as anopportunity for the UK and Ireland businesses under Carlisle Group to increasethe value of its businesses at a faster rate than under the ownership of BBHoldings. Basis of the Demerger Conditional upon completion of the Demerger and admission of Carlisle Group'sordinary shares to trading on AIM, each BB Holdings shareholder will havetransferred to it two Carlisle Group shares for every five BB Holdings sharesheld on August 19, 2005, which will be the record date for the distribution. Itis expected that Carlisle Group shares will be admitted to trading on AIM on orabout August 31, 2005 and that dealings will commence on that date. For any BB Holdings shareholder whose holding of BB Holdings shares is notexactly divisible by five, a fractional remainder will arise. All fractionalremainders will be aggregated and sold in the market following admission to AIMand the aggregate net cash proceeds of sale of such fractional remainders willbe contributed by BB Holdings to Carlisle Group. BB Holdings' Strategy Following the Demerger, BB Holdings will retain OneSource, which operates in theUnited States and will comprise its facilities services division, and the BelizeBank, which operates principally in Belize and comprises its financial servicesdivision. Carlisle Group will have had transferred to it the UK and Ireland businesses,comprising the staffing services division and the support services division ofBB Holdings (which incorporates the remainder of the facilities servicesdivision other than OneSource) which operates mainly in the UK and Ireland. Following the Demerger, BB Holdings' priority will remain that of maximizingshareholder value. Its strategy with respect to OneSource will be to expand thebusiness through organic growth in the medium term and, if suitableopportunities arise, by making selective acquisitions. Its strategy with respectto Belize Bank will be to maintain and develop the bank's dominant position asthe leading and largest banking institution in Belize by providing an increasedcomplement of financial and non-financial products and services to individuals,corporations and other customers. The composition of the board of directors of BB Holdings will not change as aresult of the Demerger. Carlisle Group's Strategy The strategic focus of Carlisle Group will be to develop the UK and Irelandbusinesses to maximize shareholder value. This will initially be done throughthe pursuit of organic growth of its current operations. There will also beinvestment in existing and new specialist areas, particularly in the staffingservices division. The strategy will involve seeking acquisitions in the mediumterm to increase the range and scale of services within existing markets servedand seeking to enter new specialty sectors. Some modest divestment of smaller,non-key operations may take place and the funds used to increase the scale andmarket penetration of Carlisle Group's principal operations. Further Information Full details of the Demerger and distribution will be sent to BB Holdings'shareholders as soon as practicable. Forward Looking Statements Certain statements in this press release constitute 'forward looking statements'within the meaning of the Private Securities Litigation Reform Act of 1995. Inparticular, statements contained herein regarding the consummation and benefitsof future acquisitions, as well as expectations with respect to future revenues,operating efficiencies, net income and business expansion, are subject to knownand unknown risks, uncertainties and contingencies, many of which are beyond thecontrol of BB Holdings, which may cause actual results, performance orachievements to differ materially from anticipated results, performance orachievements. Factors that might affect such forward looking statements includeamong others, overall economic and business conditions, the demand for BBHoldings' services, competitive factors, regulatory approvals and theuncertainty of consummation of future acquisitions. Additional factors which mayaffect BB Holdings' businesses and performance are set forth in submissions byBB Holdings with the United States Securities and Exchange Commission (the "SEC"), which are available without charge from the SEC at www.sec.gov For further information contact: BB Holdings Makinson CowellBelize +5012 277178 USA +1 212 994 9044 Note: This and other press releases are available at the BB Holdings' web site: http://www.carlisleholdings.com This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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