17th Jul 2012 14:01
North Midland Construction PLC
(the "Company" or "North Midland Construction")
17 July 2012
Result of General Meeting and Completion of Acquisition
North Midland Construction is pleased to announce that the resolution put to the General Meeting held today was approved by the requisite majority of shareholders.
As a result of the resolution being passed, the Company will issue 350,000 new ordinary shares of 10 pence each (the "Consideration Shares") in order to complete the acquisition of the minority shareholdings in Nomenca Limited ("Nomenca") that it does not already own.
As set out in the announcement of 26 June 2012, the Company held 83.334 per cent. of the issued share capital of Nomenca, with the remaining shares owned by two directors of Nomenca, Andrew David Langman and Roy Andrew James Culshaw, who each held 8.333 per cent. of Nomenca's ordinary shares. The consideration for each minority shareholding in Nomenca comprises £295,000 in cash and 175,000 ordinary shares, equating to £245,000 based on the closing middle market price as at 16 July 2012. The total consideration for the acquisition of the Nomenca minority shareholdings is therefore £1.08 million.
Application has been made to the UK Listing Authority for the Consideration Shares to be admitted to the Official List and to London Stock Exchange plc for the Consideration Shares to be admitted to trading on its Main Market for listed securities (together "Admission"). It is expected that Admission will occur at 8.00 am on 18 July 2012.
The total number of voting rights in the Company following the allotment of the Consideration Shares is 10,150,000 ordinary shares of 10 pence each. The Company does not hold any ordinary shares in treasury.
A copy of the resolution passed at the General Meeting has been submitted to the Financial Services Authority via the National Storage Mechanism and will be shortly be available for inspection at www.hemscott.com/nsm.do and on the Company's website at www.northmid.co.uk.
Information on Nomenca
Nomenca was formed in 1998 as the mechanical, electrical, instrumentation, control and automation (MEICA) contracting arm of North Midland Construction. Nomenca's activities include design and project management of MEICA and turnkey works in the water, power, rail, defence and industrial sectors.
The rationale for the acquisition of the Nomenca minority shareholdings is to enable the group to form an integrated water division, NMCNomenca, combining design, civil engineering and mechanical and electrical capabilities. The acquisition of the Nomenca minority shareholdings will allow management to concentrate undividely on the success of the consolidated business. It will also negate the need to proportion and repatriate profits emanating from previous Nomenca controlled frameworks, now transferred into the NMCNomenca division of the group, back into Nomenca. Nomenca will remain as a distinct entity within the group engaged in non-water framework and product business, with all their existing water framework business being transferred into the Company.
Contacts:-
North Midland Construction PLC 01623 515008
Robert Moyle, Chairman
Mike Garratt, Finance Director
Related Shares:
NMCN.L