17th May 2005 07:02
Bunzl PLC17 May 2005 PART I OF III Bunzl plc 17 May 2005 Proposals to demerge Filtrona plc on 6 June 2005 Bunzl plc ("Bunzl"), the international distribution and outsourcing Group,announces that it is posting documents to its shareholders today proposing theDemerger and public listing of Filtrona plc ("Filtrona"), the international,market leading speciality plastic and fibre products supplier. A Bunzl Extraordinary General Meeting to approve the Demerger is scheduled for 2June. If the Demerger is approved by shareholders, Filtrona is expected to starttrading as a separate company on 6 June. As a result of the Demerger Bunzl shareholders will continue to hold theirshares in Bunzl and will receive a direct pro rata interest in Filtrona. Filtrona is an international, market leading speciality plastic and fibreproducts supplier. It is a business area of Bunzl which, by concentrating onniche international markets, has been able to establish and develop strongpositions in chosen product categories. Filtrona is segmented into PlasticTechnologies and Fibre Technologies, each contributing similar levels of profitsto Bunzl. Plastic Technologies produces, sources and distributes protection andfinishing products, self-adhesive tear tape and certain security products, aswell as proprietary and customised plastic extrusions and packaging items forconsumer products. Fibre Technologies focuses on the production and supply ofspecial filters for cigarettes and bonded fibre products such as reservoirs andwicks for writing instruments and printers, household products and medicaldiagnostic devices. Filtrona will be chaired by Jeff Harris. Its Chief Executive will be Mark Harperwho has headed Filtrona under Bunzl since 1996, and who will resign from theBunzl Board following shareholder approval of the Demerger. Steve Dryden will beFinance Director of Filtrona, a position he has held within the Bunzl Groupsince 2002. Paul Drechsler, Adrian Auer and Paul Heiden have been appointed asnon-executive Directors of Filtrona. Filtrona will be listed on the London Stock Exchange and is expected to beclassified within the FTSE Support Services sector and be a constituent companyof the FTSE250 Index. Following the Demerger, Bunzl will be a focused, international valued-addeddistribution and outsourcing Group with operations in North America, Europe andAustralasia. Bunzl will be a leading supplier of a range of products, includingoutsourced food packaging, disposable supplies and cleaning and safety productsfor supermarkets, redistributors, caterers, food processors, hotels, contractcleaners, non-food retail and other industrial users. Commenting on today's announcement, Anthony Habgood, Chairman of Bunzl, said: "This demerger is a logical next step in the development of Bunzl. Both Bunzland Filtrona have strong international market positions in their chosen areas offocus and a history of good growth and consistently high returns. Both arewell-balanced companies with opportunities to continue to grow and have themanagement and financial strength to succeed. " Also commenting on today's announcement, Mark Harper, Chief Executive ofFiltrona, said: "All of us within Filtrona are excited at the prospect of becoming a strong,independent public company. Filtrona is an international, market leadingspeciality plastic and fibre products supplier and as such is well positioned tocontinue its track record of success." Enquiries Bunzl plc Tel: 020 7495 4950 Anthony Habgood, ChairmanDavid Williams, Finance Director Filtrona plc Tel: 01908 359100Mark Harper, Chief ExecutiveSteve Dryden, Finance Director JPMorgan Cazenove Tel: 020 7588 2828Julian CazaletNick GarrettRobert Constant Finsbury Tel: 020 7251 3801Roland RuddMorgan Bone This announcement shall not constitute or form any part of any offer orinvitation to subscribe for, underwrite or otherwise acquire, or anysolicitation of any offer to purchase or subscribe for, any shares in Filtronaplc ("Filtrona" or the "Company"). This announcement (or any part of it) shallnot form the basis of, or be relied on in connection with, any contract topurchase or subscribe for any shares in Filtrona or any commitment whatsoever. This announcement (i) does not constitute listing particulars, within themeaning of section 79 of the Financial Services and Markets Act 2000 ("FSMA");(ii) does not, and does not purport to, comply with the provisions of the saidsection 79 or of the Listing Rules made by the UK Listing Authority pursuant tosection 74 of FSMA (the "Listing Rules"); and (iii) does not contain all of theinformation required to be contained in listing particulars published inaccordance with the aforementioned provisions. You are referred to the ListingParticulars to be published by the Company on 17 May 2005 for a description ofthe Company, the businesses of the Filtrona group of companies (the "Group") andcertain risk factors relevant to the group. This announcement contains various forward-looking statements regarding eventsand trends that are subject to risk and uncertainties that could cause theactual results and financial position of the company to differ materially fromthe information presented herein. Forward-looking statements include informationconcerning possible and assumed future results of the company's operations,earnings, economic conditions affecting the industries in which the companyoperates and demand and other aspects of the group's businesses. When used inthis announcement the words "estimate", "project", "intend", "anticipate","believe", "expect", "should", and similar expressions, as they relate to thecompany or its management, are intended to identify such forward-lookingstatements, which speak only as of the date hereof. Filtrona undertakes noobligation to update publicly or revise any of the forward-looking statements,whether as a result of new information, future events or otherwise save inrespect of any requirement under English statutory law or the listing rules. The distribution of this announcement in certain jurisdictions may be restrictedby law, and persons into whose possession this announcement comes should informthemselves about, and observe, any such restrictions. Any failure to comply withthese restrictions may constitute a violation of the laws of any suchjurisdiction. The Filtrona shares to be distributed in connection with the demerger will notbe, and are not required to be, registered with the SEC under the US SecuritiesAct or any US state securities law. Neither the SEC nor any US State SecuritiesCommission has approved or disapproved the Filtrona shares or passed comment oropinion upon the accuracy or adequacy of this announcement. Any representationto the contrary is a criminal offence in the United States. JPMorgan Cazenove Limited (''JPMorgan Cazenove''), which is regulated in the UKby the Financial Services Authority, is acting exclusively for Bunzl plc andFiltrona plc and no one else in relation to the Demerger and Admission and willnot be responsible to anyone other than Bunzl plc and Filtrona plc for providingthe protections afforded to its customers or for providing advice in relation tothe Demerger and Admission. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bunzl