24th Jul 2006 11:45
Low & Bonar PLC24 July 2006 FOR IMMEDIATE RELEASE 24 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA OR JAPAN Low & Bonar PLC RESULT OF EXTRAORDINARY GENERAL MEETING AND DESPATCH OF PROVISIONAL ALLOTMENT LETTERS The Board of Low & Bonar PLC (the "Company") announces that at the Extraordinary General Meeting of the Company held earlier today, the ordinary resolutions proposed to approve the acquisition of Colbond Investments B.V. (the "Acquisition"), to increase the authorised share capital of the Company and to grant the Directors the necessary authority to allot New Ordinary Shares in connection with the Rights Issue (each as set out in the Notice of Extraordinary General Meeting contained in the Circular sent to all Shareholders dated 7 July 2006) were duly passed by Shareholders. Therefore, all conditions to the Acquisition Agreement have now been satisfied or will be waived and accordingly the Acquisition will complete on 31 July 2006. Under the terms of the Rights Issue, 50,952,569 New Ordinary Shares are proposed to be offered by way of rights to all Qualifying Shareholders on the basis of 1 New Ordinary Share for every 2 existing Ordinary Shares held and registered in their name at 5.00 p.m. (London time) on 20 July 2006 at a price of 85 pence per New Ordinary Share. The Rights Issue is expected to raise approximately £41.2 million net of expenses and is fully underwritten by Hoare Govett and Numis. Provisional Allotment Letters will be despatched to Qualifying non-CREST Shareholders (other than, subject to certain exceptions, Shareholders with registered addresses in the United States or the Excluded Territories) later today. It is expected that Nil Paid Rights will be credited to the CREST stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, Qualifying CREST Shareholders with registered addresses in the United States or the Excluded Territories) and enabled in CREST as soon as practicable after 8.00 a.m. (London time) on 25 July 2006. It is expected that Admission will become effective, and dealings in the New Ordinary Shares, nil paid, will commence at 8.00 a.m. (London time) on 25 July 2006. The latest time and date for acceptance and payment in full under the Rights Issue is expected to be 11.00 a.m. (London time) on 16 August 2006. The proxy figures for the Resolutions passed at the Extraordinary General Meeting will be displayed shortly on the Company's website: www.lowandbonar.com. A copy of the Resolutions passed at the Extraordinary General Meeting will be displayed shortly on the Company's corporate website and has been submitted to the Financial Services Authority. Copies of the Resolutions, along with copies of the Prospectus, the supplementary prospectus published by the Company on 19 July 2006 (the "Supplementary Prospectus") and the Circular will be available for inspection at the Financial Services Authority's Document Viewing Facility which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS (telephone: 020 7066 1000). Enquiries Paul Forman Low & Bonar PLC 020 7535 3180David Trenchard Tulchan Communications Group Ltd 020 7353 4200Peter Hewer This announcement has been issued by, and is the sole responsibility of, theCompany. Unless the context otherwise requires, terms defined in the Company'sannouncement dated 7 July 2006 have the same meaning where used in thisannouncement. This announcement shall not constitute an offer of, or the solicitation of any offer to acquire New Ordinary Shares or to take up entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any purchase of, or application for, securities in the Rights Issue should only be made on the basis of information contained in the Prospectus dated 7 July 2006, the Supplementary Prospectus dated 19 July 2006 and any further supplement thereto. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Australia, France, Canada, Japan, New Zealand or the Republic of South Africa. This announcement does not constitute an offer or an invitation to subscribe for, or an offer or an invitation to purchase or acquire, any New Ordinary Shares, Nil Paid Rights or Fully Paid Rights in the United States or the Excluded Territories, or in any other jurisdiction in which the making of such an offer or invitation would be unlawful. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or under the securities laws of any state in the United States or under the applicable securities laws of any Excluded Territory. Subject to certain exceptions, the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights may not be offered or sold in the United States or in any Excluded Territory, or to or for the benefit of any national, resident or citizen of any Excluded Territory. A Circular to Shareholders relating to the Acquisition and a Prospectus relating to the Rights Issue was despatched on 7 July 2006 and a Supplementary Prospectus was published on 19 July 2006. The Circular gives further details of the Acquisition. The Prospectus and the Supplementary Prospectus give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights to be offered pursuant to the Rights Issue, the Company's business, the industry in which the Company operates and an indication of the size of the Enlarged Group. ABN AMRO, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company in relation to the Acquisition and the Rights Issue and for no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or the Rights Issue, or any other matter referred to in this announcement. PricewaterhouseCoopers, which is authorised and regulated in the United Kingdomby the Financial Services Authority for designated investment business, isacting exclusively for the Company and for no one else in relation to theAcquisition and the Rights Issue and will not be responsible to anyone otherthan the Company for providing the protections afforded to clients ofPricewaterhouseCoopers or for providing advice in relation to the Acquisition orthe Rights Issue, or any other matter referred to in this announcement. Hoare Govett and Numis, both of which are authorised and regulated in the UnitedKingdom by the Financial Services Authority, are acting exclusively for theCompany and for no one else in relation to the Rights Issue and will not beresponsible to anyone other than the Company for providing the protectionsafforded to their clients or for providing advice in relation to the RightsIssue or any other matter referred to in this announcement. Hoare Govett and Numis may engage in trading activity for the sole purpose of hedging their commitments under the underwriting arrangements. Such activity may include purchases and sales of securities of the Company and related or other securities and instruments (including ordinary shares, Nil Paid Rights and Fully Paid Rights). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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