10th Jan 2006 16:12
Castle Acquisitions plc10 January 2006 For immediate release 10 January 2006 Castle Acquisitions Plc ("Castle Acquisitions" or "the Company") Possible offer to acquire M J Gleeson Group plc ("Gleeson") Castle Acquisitions notes the announcement made by Gleeson yesterday and recentpress speculation relating to a possible offer by Castle Acquisitions to acquireGleeson ("Possible Offer"). On 12 December 2005, Castle Acquisitions submitted an initial indicative proposal relating to the Possible Offer following a meeting between Christopher Mills (Chairman of Castle Acquisitions), Dermot Gleeson (Chairman of Gleeson) and Terry Massingham (Chief Executive of Gleeson) at which a Possible Offer was discussed in outline terms only. The Possible Offer would have been subject to due diligence and other standardconditions. The paper consideration under the Possible Offer would have beenmade on the basis of 1 new ordinary share in Castle Acquisitions for every 9ordinary shares in Gleeson, valuing Gleeson at approximately £197.2 million(approximately 383p per Gleeson share) - a premium of 27.7 per cent. based onthe closing middle market prices for a Castle Acquisitions share and a Gleesonshare of 3450p and 300p respectively on 9 December 2005 (being the last businessday prior to the submission of the indicative proposal). The initial indicative proposal also contemplated a partial cash alternative. Castle Acquisitions' market capitalisation as at market close on 9 December 2005was approximately £5.44 million, significantly below its currently unrecognisedpension surplus which as at 30 September 2004 was £27.5 million under FRS17. Castle Acquisitions received notification yesterday morning, via its financialadviser, that the Board of Gleeson had rejected the Company's initial indicativeproposal since it was considered "that it is not in the interests ofshareholders". This rejection was made without further enquiry or negotiationsregarding the details of the Possible Offer, albeit further meetings wereintended to take place during the course of this week. The Board of Castle Acquisitions is disappointed that the Board of Gleesondecided to formally reject the Possible Offer without further exploring thepotential benefits of its proposals. Accordingly, Castle Acquisitions intends toconsult directly with Gleeson's shareholders to establish whether or not aPossible Offer should be pursued. Castle Acquisitions does not intend towithdraw its interest from a transaction the Company believes to be in the bestinterests of the shareholders of both Castle Acquisitions and Gleeson. The Board of Castle Acquisitions believes that the Company represents anattractive vehicle for either a publicly traded company or private businesslooking to join AIM, and regrets that Gleeson did not feel prepared to takediscussions forward in a constructive manner. Enquiries: Strand Partners Limited Tel: (020) 7409 3494Simon Raggett / Matthew Chandler Citigate Dewe Rogerson Tel: (020) 7638 9571Patrick Toyne-Sewell / Freida Moore Note to Editors: The Company was admitted to trading on AIM on 3 May 2005 and was created tofacilitate the demerger of Lonrho Africa Trade & Finance Limited ("LATF"), aformer wholly owned subsidiary of Lonrho Africa Plc. Castle Acquisitions is nowthe parent company of LATF. Strand Partners Limited ("Strand Partners") which is regulated in the UnitedKingdom for the conduct of investment business by the Financial ServicesAuthority, is acting for Castle Acquisitions as financial adviser in connectionwith the matters set out herein and no-one else and will not be responsible toanyone other than Castle Acquisitions for providing the protections afforded tocustomers of Strand Partners, nor for providing advice in relation to thematters described herein. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MJGleeson