7th Dec 2006 08:22
Fyffes PLC07 December 2006 IEX SCHEDULE ONE-PRE-ADMISSION ANNOUNCEMENT ANNOUNCEMENT TO BE MADE BY THE IEX APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH IEX RULE 2ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME:Fyffes plcCOUNTRY OF INCORPORATION:IrelandCOMPANY ADDRESS:29 North Anne Street, Dublin 7, IrelandCOMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE TWO, PARAGRAPH (J) OF THE IEX RULES:Fyffes plc, following the demerger of its General Produce and Distribution Business (effective on 30 December 2006),will comprise a Tropical Produce Business which is primarily involved in the production, procurement, shipping,ripening, distribution and marketing of bananas, pineapples and melons. This fruit is generally procured and shippedfrom Central and Latin America and is sourced under long term supply contracts with purchase prices agreed annually. TheTropical Produce Business currently markets fruit in Europe and the United States primarily under the Fyffes, Turbanaand Nolem brands and is one of the leading importers of bananas into the EU. The acquisition in late 2005 of a 50%shareholding in Turbana Inc also gives the Tropical Produce Business a presence in the United States banana market. Froma start-up position four years ago, this business is one of the leading marketers of supersweet pineapples globally and,following its recent acquisition of 60% of Nolem Comercial Importadora e Exportadora SA in Brazil, it is also now one ofthe leading suppliers of melons in Europe. Fyffes plc currently holds a 40% shareholding in Blackrock International Land plc, an IEX and AIM quoted companycurrently valued at approximately €105m. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which itseeks admission and the number and type to be held as treasury shares):359,458,055 Ordinary Shares (including 9,021,610 Treasury Shares) of €0.06 each. Nominal Value €21,567,483.CAPITAL TO BE RAISED ON ADMISSION: ZeroFULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:Directors David McCann Executive Chairman Jimmy Tolan Chief Executive Coen Bos Chief Operating Officer Declan McCourt Non-Executive Director Willie Walsh Non-Executive Director Gerry Scanlan Non-Executive Director Paul deV Cluver Non-Executive Director Rose Hynes Non-Executive Director Proposed Director Tom Murphy Finance Director PERSON(S) INTERESTED IN 5% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL BEFOREAND AFTER ADMISSION: Number of Ordinary % of Issued Share Shares after Capital after Admission AdmissionBalkan Investment Company and related 37,238,334 10.6%parties (including Arnsberg InvestmentCompany)Marathon Asset Management Limited 20,979,983 5.8%Bank of Ireland Asset Management Limited 19,759,933 5.6%Arnsberg Investment Company 19,944,275 5.7% NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE TWO, PARAGRAPH (H) OF THE IEX RULES:NoneANTICIPATED ACCOUNTING REFERENCE DATE:31 DecemberEXPECTED ADMISSION DATE:10 January 2007NAME AND ADDRESS OF IEX ADVISER:Davy (J&E Davy), Davy House, 49 Dawson Street, Dublin 2, IrelandNAME AND ADDRESS OF BROKER:Davy (J&E Davy), Davy House, 49 Dawson Street, Dublin 2, IrelandDETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THISWILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:N/ADATE OF NOTIFICATION: 7 December 2006NEW/ UPDATE (see note): NewQUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: THE NAME OF THE IEX DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:Official List of the Irish Stock ExchangeTHE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:11 September 1987CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTSINVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET:The Company has complied with all relevant legal and regulatory requirements involved in having its securities traded onthe Official List of the Irish Stock Exchange.AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LASTTWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE: www.fyffes.com and www.ise.ieDETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITSINVESTMENT STRATEGY:The Fyffes strategy for the Tropical Produce Business will remain unchanged following the demerger of the GeneralProduce and Distribution Business and the transfer to IEX and AIM. The Group will continue to pursue further industry consolidation in its three key Tropical Produce categories - namelybananas, pineapples and melons. Fyffes remains ambitious to apply its resources and management expertise in order tocontinue to develop its business organically and through further acquisitions and alliances. A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THEEND OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:Based on its trading performance for the year to date, the Fyffes Group's expectations of its results for the full year2006 remain in line with its previous announcements in this regard. In the Group's announcement on 28 November 2005, itstated that the EU's decision to revise its system of regulating banana imports from 1 January 2006 would result in achanged trading environment for the industry. The Group indicated that the increase in the import tariff was expected toincrease its duty costs by approximately €40 million per annum, based on prior year volumes. The Group also highlightedon 12 December 2005 that the impact of higher fruit, shipping and fuel costs and less favourable exchange rates wasexpected to be in the order of €15 million in 2006. On 2 May 2006 the Group announced that the cost of shipping fuel hadbeen higher than anticipated and was not being recovered in selling prices and despite better than anticipated exchangerates, it expected that the additional impact of these factors on its full year results would be in the order of €9million. These costs are likely to have a material impact on the Continuing Group's prospects. On 11 May 2006 Fyffes plc demerged its property undertaking into a new separately quoted property company, BlackrockInternational Land plc. Fyffes plc currently holds a 40% shareholding in this company. Save as disclosed in this section there has been no significant change in the financial or trading position of Fyffesplc (excluding the General Produce and Distribution Business) since 31 December 2005, the date to which the last auditedAnnual Results for the Group were prepared. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT ORITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:The Directors of Fyffes plc have no reason to believe that the working capital available to Fyffes plc will beinsufficient for at least the 12 months from the date of its admission to IEX.DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE IEX RULES:N/AA BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:Transfers of Ordinary Shares in the Company may be made through CREST or in certificated form.A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:www.fyffes.comINFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:www.fyffes.comA WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIALYEAR END NOT MORE THAN NINE MONTHS PRIOR TO ADMISSION AND FULLY AUDITED INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTSMUST BE PREPARED ACCORDING TO IRISH, UK OR US GAAP OR INTERNATIONAL ACCOUNTING STANDARDS.www.fyffes.comTHE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY. 9,021,610 Ordinary Shares of €0.06 cent each are held in Treasury. Note: THIS FIELD SHOULD INDICATE THAT THE ANNOUNCEMENT IS 'NEW' AND ALL RELEVANT FIELDS SHOULD BE COMPLETED. OTHERWISEWHERE THE FORM IS REQUIRED TO BE COMPLETED IN RESPECT OF AN 'UPDATE' ANNOUNCEMENT, THIS SHOULD BE INDICATED. IN SUCHCASES, ALL THE ORIGINAL INFORMATION SHOULD BE INCLUDED WITH ANY AMENDED FIELDS EMBOLDENED. This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
FFY.L