20th Sep 2006 17:53
Guinness Peat Group PLC20 September 2006 TOWER LTD REGIONAL SEPARATION GUINNESS PEAT GROUP plc ANNOUNCEMENT Guinness Peat Group plc ("GPG") announces that, pursuant to the proposedregional separation recently announced on the New Zealand and Australian StockExchanges by Tower Limited ("Tower") of its businesses in those countries, GPGhas entered into an underwriting agreement with Andric Pty Limited (to bere-named Tower Australia Group Limited) ("TAL") and Tower. The separationproposal and the underwriting agreement are subject to approval by Tower'sshareholders. The underwriting agreement is also conditional upon a number ofmatters, including obtaining all necessary regulatory approvals to entitle GPGto hold any shares acquired pursuant to the underwriting agreement. GPG has a 19.8% shareholding in Tower, and on the separation will hold the samepercentage of TAL's initial share capital. As part of the funding arrangementsfor its purchase of the Australian businesses from Tower, TAL will offer 100million additional shares at a price of A$1.60 (64 pence) per share to itsinitial shareholders on the basis of 0.4269 new TAL shares for every 1 TAL shareheld. GPG has agreed to underwrite (or procure the underwriting of) these newshares to the extent that these are not taken up by TAL's shareholders. GPG hasagreed to take up its own entitlement in full. As a consequence of these transactions, GPG will maintain a minimum shareholdingof 19.8% of TAL. If no entitlements were exercised by TAL shareholders otherthan GPG, and GPG acquired all the new shares not taken up by other TALshareholders pursuant to the underwriting agreement, GPG would then holdapproximately 146.4 million TAL shares or 43.8% of the issued TAL share capital. In such event, the cost to GPG (of exercising its entitlements and acquiringthe TAL shares not taken up by other TAL shareholders) would be A$160 million(£63.9 million). GPG will be paid an underwriting fee of A$2.8 million (£1.2million). TAL has applied for a listing on the Australian Stock Exchange. Based on thevarious assumptions more particularly set out in the Scheme Book (see below), ona pro forma basis, the TAL businesses had total operating revenue of A$560.3million (£223.9 million) for the year ended 30 September 2005 and a profitbefore tax of A$60.9 million (£24.3 million) for that period. A copy of Tower's announcement in respect of this transaction, as well as a copyof the Scheme Book (which is an explanatory memorandum of the proposedseparation as well as an investment statement under New Zealand law and aprospectus under the Australian Corporations Act), can be found on theAustralian Stock Exchange website at www.asx.com.au. J R Russell Company Secretary 20 September 2006 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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