7th Dec 2006 14:29
AIM07 December 2006 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME: Fyffes plc COMPANY ADDRESS: 29 North Anne Street, Dublin 7, Ireland COMPANY POSTCODE: N/a COUNTRY OF INCORPORATION: Ireland COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES: Fyffes plc, following the demerger of its General Produce and Distribution Business (effective on 30 December2006), 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 generallyprocured and shipped from Central and Latin America and is sourced under long term supply contracts with purchaseprices agreed annually. The Tropical Produce Business currently markets fruit in Europe and the United Statesprimarily under the Fyffes, Turbana and 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 apresence in the United States banana market. From a start-up position four years ago, this business is one of theleading marketers of supersweet pineapples globally and, following its recent acquisition of 60% of NolemComercial Importadora e Exportadora SA in Brazil, it is also now one of the leading suppliers of melons inEurope. 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 whichit seeks 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: Zero FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS: Directors David McCann Executive ChairmanJimmy Tolan Chief ExecutiveCoen Bos Chief Operating OfficerDeclan McCourt Non-Executive DirectorWillie Walsh Non-Executive DirectorGerry Scanlan Non-Executive DirectorPaul deV Cluver Non-Executive DirectorRose Hynes Non-Executive Director Proposed Director Tom Murphy Finance Director PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALBEFORE AND AFTER ADMISSION: Number of Ordinary % of Issued Share Shares before and Capital before and after Admission after AdmissionBalkan Investment Company and related parties 37,238,334 10.6%(including Arnsberg Investment Company)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 2, PARAGRAPH (H) OF THE AIM RULES: None ANTICIPATED ACCOUNTING REFERENCE DATE: 31 December EXPECTED ADMISSION DATE: 10 January 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Davy (J&E Davy), Davy House, 49 Dawson Street, Dublin 2, Ireland. NAME AND ADDRESS OF BROKER: Davy (J&E Davy), Davy House, 49 Dawson Street, Dublin 2, Ireland. DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENTTHAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: N/A DATE OF NOTIFICATION: 7 December 2006 NEW/ UPDATE (see note): NEW QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING: THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED: Official List of the United Kingdom Listing Authority THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:11 September 1987 CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORYREQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET: The Company has complied with all relevant legal and regulatory requirements involved in having its securitiestraded on the Official List of the United Kingdom Listing Authority. AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THELAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:http://ww7.investorrelations.co.uk/fyffes/FinancialNews.jsp? and http://www.ise.ie/app/announcementList.aspDETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILSOF ITS INVESTMENT 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 -namely bananas, pineapples and melons. Fyffes remains ambitious to apply its resources and management expertisein order to continue 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 OCCURREDSINCE THE END 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 thefull year 2006 remain in line with its previous announcements in this regard. In the Group's announcement on 28November 2005, it stated that the EU's decision to revise its system of regulating banana imports from 1 January2006 would result in a changed trading environment for the industry. The Group indicated that the increase in theimport tariff was expected to increase its duty costs by approximately €40 million per annum, based on prior yearvolumes. The Group also highlighted on 12 December 2005 that the impact of higher fruit, shipping and fuel costsand less favourable exchange rates was expected to be in the order of €15 million in 2006. On 2 May 2006 theGroup announced that the cost of shipping fuel had been higher than anticipated and was not being recovered inselling prices and despite better than anticipated exchange rates, it expected that the additional impact ofthese factors on its full year results would be in the order of €9 million. These costs are likely to have amaterial impact on the Continuing Group's prospects. On 11 May 2006 Fyffes plc demerged its property undertaking into a new separately quoted property company,Blackrock International 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 ofFyffes plc (excluding the General Produce and Distribution Business) since 31 December 2005, the date to whichthe last audited Annual Results for the Group were prepared. A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TOIT OR ITS 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 AIM. DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES: N/A A 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: http://ww7.investorrelations.co.uk/fyffes/MemoArtofAsso071206.pdf INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC: http://ww7.investorrelations.co.uk/fyffes/FinancialNews.jsp? A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE AFINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THEACCOUNTS MUST BE PREPARED IN ACCPRDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19: http://ww7.investorrelations.co.uk/fyffes/finreports/1Fyffes2005_web.pdf Annual Report 2005 http://ww7.investorrelations.co.uk/fyffes/press/InterimFigures010906.pdf Interim Results 2006THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: 9,021,610 Ordinary Shares of €0.06 cent each are held in Treasury. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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