22nd May 2006 07:02
AMEC PLC22 May 2006 AMEC PLC - Disposal Monday, 22 May 2006 AMEC plc ("AMEC") Sale of AMEC SPIE Background On 24 November 2005, the board of AMEC ("the Board") announced its decision toinitiate a sale of AMEC SPIE, to allow it to participate in the acceleratingconsolidation in its sector and to release resources to promote growth in AMEC'sremaining services and investments activities. Transaction description AMEC and PAI partners ("PAI") announce that, subject to consultation with AMECSPIE's Workers' Councils, they have agreed terms for the sale of AMEC SPIE to anew company controlled by funds managed by PAI for an equity value ofapproximately €1,040 million (£707 million) (the "Transaction"). TheTransaction is expected to close around the middle of the third quarter of thisyear, generating an exceptional profit on disposal expected to be no less than£220 million. AMEC SPIE provides electrical engineering, communications services andspecialist activities in the energy and rail industries, predominantly inFrance. It has approximately 23,000 employees and operates from approximately380 European locations. In the year ended 31 December 2005, AMEC SPIE generatedrevenues of £1,755 million and profit before interest, tax and intangibleamortisation of £49.7 million. Upon completion of the Transaction Jean Monville, Chairman of AMEC SPIE, and aDirector of AMEC, will resign from the Board to concentrate on running SPIEunder its new owners. Use of proceeds The net cash proceeds from the sale of AMEC SPIE of approximately €1,000 million(after adjusting for certain inter-company transactions) will be used initiallyto reduce debt and AMEC expects to be in a net cash position immediatelyfollowing completion. AMEC continues to work on the separation of its continuingoperations into two entities and will provide a further update on or before thepublication of AMEC's interim results for the six months ending 30 June 2006,which is expected to be on 31 August 2006. Completion In accordance with the requirements of French Law, AMEC SPIE management will nowundertake the process of consultation with AMEC SPIE's Workers' Councils. Once this consultation process is completed, the Transaction will then beconditional on, amongst other things, the approval of AMEC Shareholders ("Shareholders"), which will be sought at an Extraordinary General Meeting, andthe fulfilment of certain anti-trust regulatory clearances. A Circularcontaining details of the Transaction and notice of an Extraordinary GeneralMeeting will be dispatched to Shareholders in due course. AMEC chief executive, Sir Peter Mason, said: "We are extremely pleased to announce this important first step in our strategicrestructuring." "We are delighted to have secured a timely transaction at a very good price andwith a shareholder who will continue to support SPIE's plans to invest in anddevelop the business." PAI senior partner, Bertrand Meunier, said: "We are very pleased to have agreed on the terms of the acquisition of AMECSPIE, a very well positioned company with a strong company spirit, an excellentbusiness model and an outstanding management team. We consider that the companyhas excellent growth prospects and is a strong platform for acquisitions." Enquiries to: AMEC plc + 44 (0)20 7634 0000 Analysts and investors: Sir Peter Mason KBE, Chief Executive Stuart Siddall, Finance Director Media: Juliet Sychrava, Director of Corporate Communications Charles Reynolds, Head of Media Relations Citigroup Global Markets Limited +44 (0)20 7986 6000 Sam Small Dimitrios Georgiou UBS Limited +44 (0) 20 7567 8000 Tom Cooper James Robertson Notes to editors AMEC plc AMEC plc is an international project management and services company thatdesigns, delivers and supports infrastructure assets for customers worldwideacross the public and private sectors. As currently structured, AMEC employs45,000 people in more than 40 countries, generating annual revenues of around £5billion. The businesses that will be the subject of the Transaction comprise the AMECSPIE Continental European Multitechnical Services business, the French railbusiness and 50% of rail activities in the UK, together with AMEC SPIE's Oil andGas activities, excluding pipelines. Together, these businesses generatedprofit before interest, intangible amortisation and income tax of £49.7 millionand revenues of £1,755 million in 2005. AMEC continues to work on the separation of the group's continuing businessesfollowing the prospective sale of AMEC SPIE. The larger of the two businessesto be separated, Energy and Process, will comprise three divisions: NaturalResources, Power and Process, and Earth and Environmental. In 2005, Energy andProcess generated profits* of £94.3 million on revenues of £2.0 billion. The UKInfrastructure business will be largely UK focused. It will invest in, developand deliver, and provide services related to infrastructure. In 2005 thisbusiness generated profits* of £21.4 million on revenues of £1.2 billion. * Before corporate and net financing costs, IAS 39, joint venture tax, intangible amortisation and exceptional items, but including joint venture profit before tax. AMEC's shares are traded on the London Stock Exchange where the company islisted in the Support Services sector (LSE: AMEC.L). Citigroup Global Markets Limited and UBS Limited are acting as FinancialAdvisers to AMEC in relation to the Transaction. Citigroup Global Markets Limited and UBS Limited are acting exclusively for AMECand are not acting for any other person in relation to the Transaction and willnot be responsible to any person other than AMEC for providing the protectionsafforded to clients of Citigroup Global Markets Limited and UBS Limited or forproviding advice in relation to the contents of this document or theTransaction. PAI partners "PAI is a leading European private equity firm with offices in Paris, London,Madrid and Milan. PAI manages and advises dedicated buyout funds with anaggregate equity value of over €7 billion. "In recent years, PAI has led several high profile European leveraged buyouts ofsector-leading companies. Acquisitions have included: Antargaz, the leading LPGdistributor in France (€520 million); Chr. Hansen, the worldwide leader innatural ingredients to the food industry (€1.1 billion); Cortefiel, the marketleading apparel retailer in Spain (€1.5 billion); Elis, the European leader inthe textile rental and well-being services industry (€1.5 billion); GlobalClosure Systems, the worldwide leader in speciality and beverage closure systems(• 583 million); Kwik-Fit, Europe's largest automotive fast-fit servicesprovider (€1.2 billion); Perstorp, the world leading producer of added valueingredients for the paint, resin and coatings industries (€1 billion); Saeco,the leading European coffee machine manufacturer (€825 million); Saur, a leaderin the water distribution, sanitation and waste management in France (€1billion); United Biscuits, a public to private of the number 2 biscuitsmanufacturer in Europe (€2.3 billion); and Vivarte, the leading specialistretailer of footwear and clothing in France (€1.5 billion). PAI is characterised by its operational approach to ownership combined withindustrial and sector expertise. PAI provides portfolio companies with thefinancial and strategic support required to pursue their development and enhancestrategic value creation. For further information on PAI partners: www.paipartners.com. HSBC and Deutsche Bank are acting as Financial Advisers to PAI in relation tothe Transaction. Further enquiries to: Hudson Sandler Noemie de Andia +44 (0)20 77 96 41 33 [email protected] Sandrine Gallien +44 (0)20 77 96 41 33 [email protected]" Internet users will be able to view this announcement, together with otherinformation about AMEC plc, at the company's web site www.amec.com. ENDS This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
AMFW.L