24th Oct 2006 07:02
BBA Group PLC24 October 2006 BBA Group PLC DEMERGER ANNOUNCEMENT 24 October 2006 Demerger of Fiberweb plc Introduction BBA Group plc ("BBA") is pleased to announce details of the proposed demerger ofFiberweb plc ("Fiberweb") (the "Demerger"), its proposed capital structure anddividend policy, the expected timetable for the publication of the prospectusfor Fiberweb, approval of the Demerger and admission of Fiberweb shares to theOfficial List of the UK Listing Authority and to trading on the London StockExchange's market for listed securities ("Admission"). It is proposed that upon the Demerger becoming effective, BBA will be renamedBBA Aviation plc ("BBA Aviation"). If the Demerger becomes effective, BBA ordinary shareholders ("BBAshareholders") will own shares in two independent, separately listed companies: (i) BBA Aviation, a leader in aviation services focusing on flight support and aftermarket services and systems; and (ii) Fiberweb, a global producer of nonwoven materials for hygiene and industrial speciality products. On Admission, existing BBA shareholders will receive one Fiberweb share forevery four existing non-consolidated BBA shares held at 4.30pm on 16 November2006. At the same time, the existing BBA shares will be consolidated into newconsolidated shares (the "Consolidated BBA Shares") in BBA Aviation (the "ShareConsolidation"). The Consolidated BBA Shares will be listed on the Official Listand admitted to trading on the London Stock Exchange's market for listedsecurities. The Demerger will be conditional upon Admission, the repayment by Fiberweb ofcertain intra-group debts owed to BBA (as described below) and, in view of thesize of the transaction, the Demerger will require the approval of BBA'sshareholders. BBA's proposed name change will also require shareholder approvaland will be conditional upon Admission. A prospectus for Fiberweb and a circular (the "Demerger Circular") including anotice convening an extraordinary general meeting of BBA shareholders on 16November 2006 are expected to be published on or around 31 October 2006, withcompletion of the Demerger and Admission expected to occur on or around 17November 2006. A circular regarding the proposed name change is being posted toBBA shareholders today. Upon Admission, it is expected that, initially, BBA Aviation will be aconstituent of the FTSE 250 Index and Fiberweb will be a constituent of the FTSESmallCap Index. It is also expected that BBA Aviation will remain in theIndustrial Transportation sector and Fiberweb will form part of the SupportServices sector. Commenting, Michael Harper, Chief Executive of BBA said: "We believe that both BBA Aviation and Fiberweb will be better placed to pursuetheir individual strategies and operational development as separate entities,which should help to achieve enhanced value for shareholders. BBA Aviation is a leader in aviation services with a strong track record. TheBoard believes that the markets in which we operate offer good opportunities forgrowth and we look forward to pursuing these as a dedicated aviation servicesbusiness." Commenting, Daniel Dayan, Chief Executive Officer of Fiberweb said: "I am excited about the forthcoming demerger which will create an independentFiberweb, a business focused on producing nonwoven materials for use in thehygiene and industrial markets. This demerger will allow us to sharpen our focuson our ongoing turnaround programme and on building on the leading marketpositions that Fiberweb enjoys today. The newly-constituted Fiberweb Board iscommitted to improving our performance for the benefit of shareholders,customers and employees. We continue to make progress on the restructuringinitiatives announced in the last 15 months, which the Fiberweb Board believesare crucial in order to improve the underlying profitability of the business." Rationale for the Demerger Following a review of BBA's strategic objectives during the course of 2005, theBBA Board decided that the Fiberweb nonwovens business and BBA's aviationservices business would be better placed to pursue their individual strategiesand operational development as separate entities. BBA enjoys leading positionsin, what the BBA Board believes are, attractive long-term growth markets in theaviation services market, focused on business aviation. Fiberweb is one of theleading companies operating globally in the nonwovens industry and Fiberweb'smanagement believes it has good prospects for profitable growth and expansion,particularly in its industrial speciality products. Whilst these businesses haveoperated under common ownership within BBA for a number of years, there are nooperational synergies between them. As such, the BBA Board believes thatseparation provides an opportunity for the respective management teams to pursueboth organic growth and strategic expansion in a more focused and dedicatedmanner. BBA Aviation Following the Demerger, BBA Aviation will be focused on the aviation industry.BBA Aviation is a leader in the provision of services to the aviation sectorcomprising Flight Support and Aftermarket Services and Systems. Approximately 70per cent. of BBA Aviation's sales are focused on the business and generalaviation markets. Flight Support BBA Aviation operates the world's largest fixed base operation ("FBO") networkfor business aviation, under the market leading brand name of Signature FlightSupport, which operates in 81 locations globally. Services include fuelling,hangar and office rentals, ground handling, passenger services, maintenance,fuel purchasing and de-icing at strategic global locations. BBA Aviation is a recognised leader in commercial aviation services throughAirport Service International Group ("ASIG") which operates in 64 citiesthroughout the world. ASIG provides a range of services including into-planefuelling, fuel systems management, maintenance and operations of fuel farms,aircraft ramp services, baggage handling, cabin cleaning, ground supportequipment maintenance and fuelling, lounge services, passenger handling,de-icing and jetway maintenance. Aftermarket Services and Systems In Engine Repair and Overhaul ("ER&O"), BBA Aviation is the leading independentcompany focused on business and general aviation engines. BBA operates in ER&Othrough three principal subsidiaries: Dallas Airmotive International ("DAI"),Premier Turbines ("Premier") and H+S Aviation ("H+S"). DAI and Premier arelocated in the US, and provide services for more than 80 per cent. of theturbine engine models that power business aircraft today, from four overhaulfacilities and nine regional turbine centres. They are also leading serviceproviders to military and government aircraft operators. H+S operates fromPortsmouth in the UK and serves the commercial, military and business sectors. BBA Aviation provides repair, overhaul and distribution services for a varietyof aviation components with a particular emphasis on ER&O through itssubsidiaries ITS, Barrett and IGS. BBA Aviation's Ontic business focuses exclusively on developingproduct-licensing agreements with original equipment manufacturers ("OEMs").Through these mutually beneficial agreements, it takes on full aftermarketsupply and support responsibility for particular products or services. Through APPH, BBA Aviation designs, develops, manufactures and repairs andoverhauls landing gear and hydraulics from the UK and US, focused on thebusiness, general aviation and military markets. BBA Aviation owns and operates Oxford Airport providing a range of services togeneral aviation and, through the ownership of Oxford Aviation Training, alsooperates an airline training business. Aviation strategy Following the Demerger, BBA Aviation's strategy will be to maintain a balancedportfolio of aviation services and aftermarket businesses which have clearbarriers to entry and a focus on the business and general aviation sectors andwhich produce above average growth rates and attractive financial returns. Specifically, BBA Aviation's strategy will be to: • develop and expand flight support locations and services globally; • secure new aftermarket licences from OEMs; • expand component and repair capability to support ER&O, landing gear and licensing opportunities; • fully exploit the synergies across its businesses; and • continuously improve operational performance and productivity. BBA Aviation current trading and prospects The BBA Directors believe that BBA Aviation continues to make good progress inits aviation business. BBA Aviation has performed well in the first half of the2006 financial year and the BBA Directors are confident about BBA Aviation'sprospects for the second half of the year and beyond, in markets with goodgrowth characteristics and opportunities for consolidation. Fiberweb BBA has built the Fiberweb business over nearly 20 years into one of the largestgroups by sales that operates globally in the nonwovens industry. Fiberwebfocuses on the production of nonwoven materials for use in hygiene andindustrial speciality products and it has been able to establish and developstrong positions in several product categories. In its hygiene division, Fiberweb produces a variety of nonwoven materials foruse in diapers, feminine hygiene protection, adult incontinence and otherconsumer care products including baby wipes, personal wipes and householdcleaning wipes. Within its industrial specialities division, Fiberweb has strong positions inselected niche markets including construction (for example, housewrap androof-lining), pool and spa filtration media and fabric softener sheets. The Fiberweb Directors believe that many of the markets within which Fiberweboperates have good growth potential. Until recently, Fiberweb has focused on growing the hygiene business, throughforging strong relationships with the global market leaders in consumer productsand, in particular, with Procter & Gamble. Fiberweb became a market leader inthe spunbond segment in both North America and Europe, and focused on being theleader in the development of higher-margin new products for diapers. The hygienebusiness remains of crucial importance to Fiberweb, which will focusparticularly on improving its competitiveness in this area. While Fiberweb has had a generally high-margin industrial specialities businessfor many years, with a strong position in North America in particular, it hasnot been the focus for growth. Since June 2005, the focus has shifted towardsdeveloping these niche industrial business areas which offer scope fortechnological and commercial differentiation. The Fiberweb Directors believethat the global industrial specialities markets have good prospects forprofitable growth which Fiberweb can exploit. Fiberweb performance Fiberweb has suffered from declining profitability for a number of years. Thishas been due to a number of factors including: (i) marked increases in rawmaterial and utility costs; (ii) increased competitive activity, especially inthe hygiene area, with a large number of modern production lines commissionedwhich have intensified pricing pressure; (iii) poor operational performance at anumber of manufacturing sites; and (iv) a lack of investment in certain areas,particularly spunbond. The North American hygiene division, in particular, has experienced a markeddeterioration in profits over the last three years primarily due to a loss ofcompetitiveness in the core spunbond market. This was partly responsible for theloss of a major customer for medical spunbond fabrics. The European hygienedivision has suffered a smaller reduction in its profitability because of acapital expenditure programme which allowed for some asset renewal. In addition,both businesses have suffered from over-capacity in the wipes market. Following the appointment of a new Chief Executive Officer in June 2005,Fiberweb has defined and begun to implement a turnaround programme. As a result,a programme of restructuring, rationalisation and investment at itsmanufacturing sites has been undertaken and will continue in order to improvecompetitiveness. This includes the potential closure of certain sites, therelocation of certain manufacturing lines from their historical locations toother existing Fiberweb sites and the introduction of new manufacturing lines. In particular, a restructuring plan in relation to the North American hygienedivision has been completed in order to restore an acceptable level ofprofitability by reducing costs, simplifying structures and cuttinguncompetitive capacity. The North American hygiene restructuring plan hasinvolved the closure of 6 out of 12 major production lines in the division andthe reduction of approximately 30 per cent. of the workforce. Fiberweb strategy Following the Demerger, Fiberweb's strategy will continue to be to create valuefor shareholders through the successful implementation of its turnaroundprogramme. This programme is designed to secure Fiberweb's position as a leadingsupplier of speciality nonwoven fabric solutions, and has four major elements: • cost reduction and the elimination of loss-making activities; • improvement in operational performance, particularly in manufacturing; • profitable growth in selected nonwoven industrial specialities markets globally, where Fiberweb can secure sustainable differentiation through a combination of product or process technology, brand strength or channel management. This will include: - innovation to provide new nonwoven products offering better customer value; and - examining growth opportunities in emerging markets such as Latin America and Asia; - improving operational efficiencies; and - examining opportunities to add value to customers by supplying complete nonwoven-containing components or products rather than only nonwoven fabrics; • further development of profitable hygiene business areas where Fiberweb can secure a sustainable advantage through scale, technology or customer relationships. This will include: - investment in cost-leading technology to replace less competitive capacity; - innovation to provide customers with lower-cost and higher-performance products; - examining opportunities to reduce raw material costs through commercial or technological means. Fiberweb current trading and prospects As stated in BBA's interim results announcement of 31 August 2006, Fiberweb'ssales in the first half of 2006 were relatively stable but operating profit wasconsiderably lower when compared with the equivalent period last year. Thatannouncement also stated that trading conditions in Fiberweb were particularlychallenging, which remains the case. In Fiberweb's North American industrial specialities division, spunbond salesremain strong with capacity constraints to be addressed through an investment inearly 2007. In addition, the major polyester recycling facility at Old Hickoryhas been commissioned and is performing to plan. However, the slow down in theUS housing market has been more significant than previously expected and hasweakened prices for related products and, coupled with the external power supplyfailure at Fiberweb's Old Hickory site in the summer of 2006, has adverselyimpacted forecast sales for the second half of the year. In the Europeanindustrial specialities division, the manufacturing line which was relocatedfrom Toronto to Berlin is now fully operational and well loaded, althoughcommissioning has taken longer than expected. As already announced, Terram,Fiberweb's UK geotextiles and geosynthetics business, is suffering fromsignificant over-capacity in the market and high utility costs. Fiberweb'smanagement has approved a restructuring of the Terram business with a view toimproving its performance with an expected cash cost of £1 million. In Fiberweb's North American hygiene division, the restructuring actionspreviously announced are complete, and are achieving savings in line withexpectations. However, the baby wipes business continues to suffer from weakvolumes from a major customer, and initiatives to secure orders from privatelabel converters are taking longer than expected. The spunbond line relocated toMexico has now been fully commissioned and orders are being secured broadly inline with plan. The European hygiene business is performing in line withexpectations, with strong volumes, although, as anticipated, wipes pricingremains weak. The construction of two major investments, an airlaid line inItaly and spunbond line in Sweden, are both proceeding to plan and these lineswill be commissioned in early 2007. The Asian hygiene business continues toperform well. In 2006, a profit forecast was made which indicated that, after a difficultfirst half, an improvement in performance in the second half of 2006 over thefirst half of 2006 was expected as a result of actions already in hand. Afurther profit forecast also indicated that, for the year as a whole,performance in 2006 was expected to be below the prior year. In light of theweaker trading conditions set out above, the Fiberweb Board believes that theunderlying operating profit in the second half of the year will not exceed the£13.4 million reported for the first half of the year. Accordingly the previousprofit forecast that referred to the improvement in performance in the secondhalf of 2006 over the first half of 2006 is no longer valid and is withdrawn. Nevertheless, Fiberweb continues to make progress on and is starting to benefitfrom the already announced restructuring, cost reduction, productivity andgrowth initiatives. The Fiberweb Board continues to believe that theseinitiatives will improve the underlying performance of the business.Furthermore, the recent fall in oil prices, if sustained, could lead to lowerraw material prices during 2007. Overall, while both trading and economic conditions are challenging, Fiberwebremains confident about its future prospects. Financial information The underlying operating profit for the six months ended 30 June 2006 was £13.4million after £0.9 million of standalone head office costs. It is expected thatFiberweb's head office costs post-demerger will be around £6 million per annum. The table below sets out Fiberweb's summary unaudited financial information forthe periods indicated. Six months ended Year ended 31 December 30 June IFRS IFRS IFRS IFRS UK GAAP UK GAAP 2006 2005 2005 2004 2004 2003 £m £m £m £m £m £mRevenue 309.4 313.8 619.3 552.8 552.8 508.1Underlying operating profit* 13.4 23.9 44.0 48.4 49.0 47.9Operating profit / (loss) (71.2)+ 22.2 23.9 44.1 38.3 30.4Profit / (loss) before tax (79.2) 14.2 8.6 27.1 22.4 18.0Basic earnings per ordinary share:**Adjusted *** 0.7p 8.0p 15.1p 15.7p 14.1p 11.8pUnadjusted (50.2)p 6.9p 3.5p 12.3p 7.0p 0.2pNet assets 491.1 n/a 540.1 520.8 525.3 528.6 * For IFRS, presented as operating profit (loss) before restructuring andnon-recurring items and, for UK GAAP, presented as operating profit (includingshare of operating profit of associates) before goodwill amortisation andexceptional items. ** Earnings per share has been calculated based on the estimated number ofshares to be issued upon de-merger of the Fiberweb business. *** Adjusted basic ordinary earnings per share is presented for IFRS beforerestructuring costs and non-recurring items and for UK GAAP before goodwillamortisation and exceptional items. + The operating loss for the period ended 30 June 2006 includes £84.6 million ofrestructuring costs and non-recurring items. Dividend policy As set out with BBA's interim results published on 31 August 2006, following theDemerger the aggregate of the dividends from BBA Aviation and Fiberweb areinitially expected to equate to approximately 60 per cent. of BBA's currenttotal dividend. BBA Aviation dividend policy The BBA Directors believe that, had Fiberweb been demerged at the beginning of2006 and had BBA Aviation been operating since that date as an independentlisted company, the BBA directors would have recommended an interim dividend of1.8 pence per existing non-consolidated BBA share in respect of the six monthsended 30 June 2006. Details of the BBA Share Consolidation will be set out inthe Demerger Circular to BBA shareholders. The BBA Directors intend that interim and final dividends will normally be paidin November and May in the approximate proportions of 30 per cent. and 70 percent. respectively of the total annual dividend. This should not be construed asa profit forecast. The BBA Directors intend to adopt a progressive dividend policy that reflectsthe growth prospects and cashflow generation of BBA Aviation and the investmentopportunities available within the aviation sector. Fiberweb dividend policy The Fiberweb Directors believe that, had Fiberweb been operating as anindependent listed company since the beginning of 2006, the Fiberweb Directorswould have recommended an interim dividend of 1.7 pence per Fiberweb share inrespect of the six months ended 30 June 2006. This is based on BBA shareholdersreceiving one Fiberweb share for every four existing non-consolidated BBAshares. The Fiberweb Directors would typically consider a split between the interim andfinal dividends in respect of each financial year of approximately 30 per cent.and 70 per cent. respectively. This should not be construed as a profitforecast. The Fiberweb Directors intend to adopt a progressive dividend policy, takinginto account Fiberweb's capital requirements and cash flows as well as ensuringan appropriate level of dividend cover. Aggregate BBA Aviation and Fiberweb dividend Had Fiberweb and BBA Aviation been operating as independent listed companiesfrom the beginning of 2006, the aggregate of the BBA and Fiberweb interimdividends that the respective Directors would have recommended would have beenapproximately 2.2 pence per non-consolidated BBA share. Indebtedness and banking facilities Completion of the Demerger is conditional upon the prior repayment by Fiberwebto BBA of approximately £184 million of intra-group debt, plus any additionalamounts (capped, in aggregate, at £10 million) which Fiberweb borrows from BBAbetween 1 October 2006 and Admission in respect of the Fiberweb group's workingcapital requirements, plus interest thereon. Subject to BBA's receipt of theseamounts before Admission, all other intra-group loans from the BBA Aviationgroup to the Fiberweb group will be capitalised or waived before Admission. As of 30 September 2006, Fiberweb has been allocated approximately £175 millionof net debt. Fiberweb's borrowing requirements (including the payments describedabove) will be funded from a new $439.5 million committed, multi-currency, fiveyear banking facility. Following Demerger, BBA Aviation is expected to have net debt of approximately£400 million, as at the end of 2006. Its existing banking facilities will beretained, although after the Demerger they will be downsized from £950 millionto £550 million. These facilities expire on 24 August 2009. Pensions Upon Demerger, Fiberweb entities will retain liability for the pension or otherpost-retirement plans in which Fiberweb group employees participate, with theexception of the defined benefit scheme operated in the UK and the pensionschemes operated in Canada. BBA Aviation will make a cash contribution ofapproximately £12 million to fund the liabilities which arise under section 75of the Pensions Act 1995 caused by the departure of a number of Fiberwebemployees from the BBA Aviation UK defined benefit pension scheme. The Canadianschemes relate to former employees at the Canadian sites that have been closed. On a pro forma basis as if the demerger had occurred on 30 June 2006, BBAAviation's retirement benefit obligation as at 30 June 2006 was £25.0 millionand Fiberweb's retirement benefit obligation as at 30 June 2006 was £20.9million. The UK pensions regulator has approved the exit arrangement regarding theDemerger and the BBA UK defined benefit pension scheme. Implementation The Demerger will be implemented by BBA shareholders at an extraordinary generalmeeting authorising the BBA Directors to pay a special dividend on the BBAordinary shares. This dividend will be an in specie distribution by BBA of theordinary shares it holds in Fiberweb, credited as fully paid up, to BBAshareholders on the BBA share register at 4.30pm on 16 November 2006 (the"Demerger Record Time") on the basis of one Fiberweb share for every fournon-consolidated BBA shares held on the BBA share register at the DemergerRecord Time. This requires, among other things, the approval of BBA shareholdersby ordinary resolution at an extraordinary general meeting and is conditional onAdmission. Immediately after the Demerger is effective, and conditional upon Admission andthe approval of BBA shareholders, the share capital of BBA Aviation will beconsolidated. Further details of this consolidation will be set out in theDemerger Circular. Individual fractional entitlements to both Fiberweb shares and Consolidated BBAShares will be aggregated and sold in the open market at the best pricereasonably obtainable. The proceeds of such sales of fractional entitlements(net of any commission, dealing costs and administrative expenses) will be paidto the relevant BBA shareholders proportionately to their entitlement. Chequesor payments via CREST in respect of such proceeds are expected to be despatchedby 1 December 2006. The Fiberweb shares and the Consolidated BBA Shares are expected to be admittedto the Official List and to commence trading on the London Stock Exchange on 17November 2006. Extraordinary General Meeting The Demerger Circular will contain a notice of an extraordinary general meeting(the "Extraordinary General Meeting") of BBA to be convened on 16 November 2006at 2.15 p.m. and to be held at New Connaught Rooms, 61-65 Great Queen Street,London WC2B 5DA. At the Extraordinary General Meeting, ordinary resolutions will be proposed: (i) to approve the Demerger; (ii) to approve the declaration of the Demerger dividend and authorise the BBA Directors to pay such a dividend in order to give effect to the Demerger; (iii) to approve the Share Consolidation; (iv) to authorise the BBA Directors to implement the Demerger and Share Consolidation; (v) to update the BBA Directors' authority in relation to the purchase by BBA of its own shares; (vi) to approve new BBA employee share plans; and (vii) to approve Fiberweb employee share plans. Name change Extraordinary General Meeting of BBA 2.00 p.m. on 16 November 2006 Demerger Extraordinary General Meeting of BBA 2.15 p.m. on 16 November 2006 Latest time and date for transfers of BBA shares to be registered 4.30 p.m. onin order for the transferee to be registered at the Demerger Record 16 NovemberTime and BBA shares disabled in CREST 2006 Demerger Record Time 4.30 p.m. on 16 November 2006 Expected effective date of Demerger, Share Consolidation, Admission 8.00 a.m. onand commencement of dealings in Fiberweb shares and Consolidated 17 NovemberBBA Shares on the London Stock Exchange and crediting of Fiberweb 2006shares and Consolidated BBA Shares to CREST accounts Enquiries:BBA Group plc 020 7514 3999Michael Harper, Chief ExecutiveAndrew Wood, Finance Director Citigroup 020 7986 4000Philip Robert-TissotDavid Plowman Merrill Lynch 020 7628 1000Richard TaylorJohn Plaxton Hoare Govett Limited 020 7678 8000Bob PringleNeil Collingridge JPMorgan Cazenove 020 7588 2828Julian CazaletRobert Constant Brunswick 020 7404 5959Kate HolgateLucie Anne Brailsford This announcement is an advertisement and not a prospectus, and investors shouldnot make any decision to purchase shares in Fiberweb except on the basis ofinformation in the final form prospectus which will be published by Fiberweb inconnection with Admission as updated by any supplementary prospectus (together,the Prospectus). Copies of the Prospectus will be made available from theregistered office of Fiberweb at 1 Victoria Villas, Richmond-upon-Thames, LondonTW9 2GW. Citigroup Global Markets Limited and Merrill Lynch International (acting as"Joint Sponsors"), which are both authorised and regulated in the United Kingdomby the Financial Services Authority, are acting exclusively for BBA and Fiberweband no one else in connection with the Demerger and Admission and will not beresponsible to anyone other than BBA and Fiberweb for providing the protectionsafforded to their clients or for providing advice in relation to the Demergerand Admission. Hoare Govett and JPMorgan Cazenove (acting as "Joint Brokers"), which are bothauthorised and regulated in the United Kingdom by the Financial ServicesAuthority, are acting exclusively for BBA and Fiberweb and no one else inconnection with the Demerger and Admission and will not be responsible to anyoneother than BBA and Fiberweb for providing the protections afforded to theirclients or for providing advice in relation to the Demerger and Admission. The contents of this announcement have been issued by and are the soleresponsibility of BBA. This announcement does not constitute or form part of any offer or invitation orinducement to sell or issue, or any solicitation of any offer to purchase orsubscribe for, any shares in Fiberweb or any other securities, nor shall anypart of it nor the fact of its distribution form part of or be relied on inconnection with any contract or investment decision relating thereto, nor doesit constitute a recommendation regarding the securities of Fiberweb. Anydecision in relation to shares in Fiberweb should be made solely on the basis ofinformation contained in the Prospectus. No reliance may be placed for any purpose whatsoever on the informationcontained in this announcement or on its completeness. No representation orwarranty, expressed or implied, is given by or on behalf of BBA or any of BBA'sdirectors, officers or employees or any other person (including, withoutlimitation, the Joint Sponsors, the Joint Brokers and their respectiveaffiliates) as to the accuracy or completeness of the information or opinionscontained in this document and no liability whatsoever is accepted by BBA or anyof BBA's members, directors, officers or employees nor any other person(including, without limitation, the Joint Sponsors, the Joint Brokers and theirrespective affiliates) for any loss howsoever arising, directly or indirectly,from any use of such information or opinions otherwise arising in connectiontherewith. The securities mentioned herein have not been, and will not be, registered,under the US Securities Act of 1933 (the Securities Act), or under theapplicable securities laws of Canada, Australia or Japan. No public offer ofsecurities in BBA or Fiberweb is being or will be made in the United States,Canada, Australia or Japan. Certain statements, beliefs and opinions in thisdocument, including those related to the Admission, are forward-looking, whichreflect BBA's, or Fiberweb's, or the BBA Directors' or the Fiberweb Directors'(as appropriate) current expectations and projections about future events. Thestatements typically contain words such as anticipate, assume, believe,estimate, expect, plan, intend and words of similar substance. By their nature,forward-looking statements involve a number of risks, uncertainties andassumptions that could cause actual results or events to differ materially fromthose expressed or implied by the forward-looking statements. These risks,uncertainties and assumptions could adversely affect the outcome and financialeffects of the plans and events described herein. Statements contained in thedocument regarding past trends or activities should not be taken as arepresentation or warranty (express or implied) that such trends or activitieswill continue in the future. Neither BBA nor Fiberweb nor the Joint Sponsors northe Joint Brokers undertake any obligation to update or revise anyforward-looking statements, whether as a result of new information, futureevents or otherwise. You should not place reliance on forward-lookingstatements, which speak only as of the date of this document. Certain information in this document (including all market share data) is basedon BBA's or Fiberweb's management estimates. Such estimates have been made ingood faith and represent the genuine belief of applicable members of BBA's orFiberweb's management. Those management members believe that such estimates arefounded on reasonable grounds. However, by their nature, estimates may not becorrect or complete. Accordingly, no representation or warranty (express orimplied) is given that such estimates are correct or complete. No representationor warranty (express or implied) is given that such estimates are so founded.Neither BBA nor Fiberweb nor the Joint Sponsors nor the Joint Brokers undertakeany obligation to correct or complete any estimate whether as a result of beingaware of information (new or otherwise), future events or otherwise. Notes to Editors: BBA's and Fiberweb's boards of directors BBA board of directors Richard Stillwell is a Non-Executive Director of both Fiberweb and BBA but it isexpected that he will resign as Non-Executive Director of BBA at the close ofbusiness on 31 October 2006. Fiberweb board of directors Upon Demerger, the board of Fiberweb will consist initially of an independentNon-executive Chairman, Chief Executive Officer, Chief Financial Officer andthree independent Non-executive Directors as follows. Malcolm Coster (Chairman) Malcolm Coster joined Fiberweb as Non-Executive Chairman in June 2006. He hasover 20 years experience in senior positions in manufacturing and technologyservices companies. He has been Chairman of MTL Instruments Group plc since 1998and was a Non-Executive Director of British Technology Group plc until July2006. He also serves as a Non-Executive Director of the Performing Right SocietyLimited, Chairman of DMW Group (a technology consultancy) and a member of theInternational Advisory Board of Moore, Clayton & Co., an international financialadvisory group. Prior to these roles, he was President of Europe, Middle Eastand Africa for UNISYS Corporation, and also Chairman of UNISYS Limited, from1994 to 1997 and a member of the board and an executive partner in Coopers &Lybrand from 1986 to 1994. He has a degree in mathematics from Kings College,London and is a qualified chartered engineer. Daniel Dayan (Chief Executive Officer) Daniel Dayan joined Fiberweb in June 2005 as its Chief Executive Officer. He waspreviously employed by Novar plc from 1994 until March 2005 and in that timeserved as Commercial Director of a subsidiary in Germany, as Head of CorporateDevelopment, Managing Director of MK Electric and finally as a Director of Novarplc and as Chief Executive Officer of Novar's largest division, IntelligentBuilding Systems. Prior to Novar, he worked at Arthur D. Little, a managementconsultancy and as an engineering and production manager at ICI plc. He has adegree in engineering from Cambridge University and is a chartered mechanicalengineer. Simon Bowles (Chief Financial Officer) Simon Bowles joined Fiberweb in July 2006 as its Chief Financial Officer. He waspreviously employed by RAC plc as Deputy Group Finance Director from 2002 until2005. Prior to this, he was employed from 1986 to 2001 by The BOC Group plc in anumber of senior financial roles. He has an MA in economics from TrinityCollege, Dublin and is a qualified Chartered Accountant and corporate treasurer. Peter Hickman (Non-Executive Director) Peter Hickman joined Fiberweb as a Non-Executive Director in August 2006 andwill be Chairman of the Audit and Risk Committee with effect from Demerger. Heis currently the director, group finance for HBOS plc where he is responsiblefor the group's financial reporting, strategic planning and tax affairs. Priorto joining HBOS plc, he was a partner at Ernst & Young LLP having worked theresince 1985. He has an MA in engineering from Cambridge University and is aqualified Chartered Accountant. Richard Stillwell (Non-Executive Director) Richard Stillwell joined Fiberweb as a Non-Executive Director in August 2006. Hehas been a Non-Executive Director of BBA since March 1998 and it is expectedthat he will resign from that position at the close of business on 31 October2006. A practising barrister, he is also a Non-Executive Director of PennaConsulting plc and St. Ives plc. Until August 2000, he was ExecutiveVice-President Industrial Specialities at Imperial Chemical Industries plc,where he had held various posts since 1974. Mr. Stillwell will be appointed asthe senior independent Director and will be Chairman of the RemunerationCommittee. Brian Taylorson (Non-Executive Director) Brian Taylorson joined Fiberweb as a Non-Executive Director in October 2006. Heis currently the Finance Director of Elementis plc, a global specialty chemicalscompany. Prior to joining Elementis in April 2002, he was Head of EuropeanChemicals M&A at KPMG Corporate Finance. He joined KPMG in 2000 from the DowChemical Company where he had held a number of positions in finance since 1983.He has an engineering degree from Cambridge University and is a member of theInstitute of Chartered Accountants in England and Wales and a member of theAssociation of Corporate Treasurers. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
SIG.L