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HTW Hightower Con.

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Share Name Share Symbol Market Type Share ISIN Share Description
Hightower Con. LSE:HTW London Ordinary Share GB00B012H252 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Acquisition & Placing

10/11/2004 7:01am

UK Regulatory


RNS Number:0556F
Hightower Construction PLC
10 November 2004


For immediate release                                          10 November 2004




                            HIGHTOWER CONSTRUCTION PLC
                         ("Hightower" or "the Company")

              Proposed Acquisition of Greenfield Construction Ltd
              Placing of 7,777,777 Ordinary Shares at 9p per share
               by WH Ireland Ltd as Nominated Adviser and Broker
          Proposed Change of Name to Greenfield Construction Group plc

Hightower Construction plc (AIM: HTW), a company formed in March 2004 to acquire
companies providing services to the UK house building industry, is pleased to
announce it has conditionally agreed to acquire Greenfield Construction Ltd ("
Greenfield"), a groundworks specialist, for a consideration comprising cash of
#725,000 and the issue of 8,888,888 New Ordinary Shares. As of 8 November 2004
the closing mid market price of an Ordinary Share in Hightower was 12.5p,
valuing Greenfield at #1.8 million.

The Directors of Hightower believe the acquisition of Greenfield is an important
step in the development of the Company into a substantial, specialist
outsourcing business. In line with Company strategy, the Directors will continue
to evaluate further potential acquisitions in the house building services
sector.

The acquisition of Greenfield constitutes a reverse takeover and therefore
requires the approval of shareholders at an Extraordinary General Meeting,
notice of which is being sent out to shareholders today.

Following completion of the acquisition, it is proposed that Ian Taylor, David
Garner and Suresh Lakhani will join Hightower's Board.  In addition, Hightower
proposes to change its name to Greenfield Construction Group plc.

Highlights of Greenfield

  * Greenfield, which began trading in July 2001, was founded by Ian Taylor
    and David Garner as a specialist groundworks company to serve the house
    building industry. It  reported sales of #6.3 million for the year ending 31
    March 2004 and had pro forma pre-tax profits of #484,000.
  * It operates in the Nottingham area, employs approximately 70 staff and
    carries out groundworks activities including site preparation, laying
    foundations and footings, putting in roads and connecting sewers.
  * Its customers include national and major regional house builders including
    Bellway Homes, Barratt Homes, Morris Homes, Rippon Homes and Wimpey Laing.
  * Greenfield has a strong order book. A typical larger contract would be
    worth around #1 million, be of three years' duration and involve groundworks
    for about 90 homes.
  * Greenfield is a rapidly growing company but one that could be
    significantly enhanced by the addition of synergistic businesses.

Financial details of the acquisition

  * Hightower has conditionally agreed to acquire Greenfield for a
    consideration comprising cash of #725,000 and the issue to the Greenfield
    directors, Ian Taylor and David Garner, of 8,888,888 New Ordinary Shares ("
    Consideration Shares").
  * The Consideration Shares will represent 28.07 per cent of the enlarged
    share capital of the Company.
  * The Company is seeking to raise #700,000 by the issue of 7,777,777
    Ordinary Shares at 9p per share in a Placing to help finance the Greenfield
    acquisition.
  * The Placing Shares have been conditionally placed with institutional and
    other investors.

Extraordinary General Meeting

As the acquisition of Greenfield constitutes a reverse takeover, shareholder
approval for the transaction is required under the AIM rules. An extraordinary
general meeting will be held at 11.30am on 6 December 2004 at WH Ireland
Limited, 24 Bennetts Hill, Birmingham B2 5QP. Dealings in Greenfield
Construction Group plc shares are expected to commence on 7 December 2004.

Commenting on the transaction Hightower's Chairman, Haresh Kanabar, said: "
Greenfield is a successful business that benefits from strong management and a
high quality customer base. It is the perfect first acquisition for Hightower
and marks an important step in our planned development of a house building
services group."

Ian Taylor, the proposed Chief Executive of Greenfield Construction Group plc,
said:

"I am delighted that Greenfield is to join the Alternative Investment Market. A
stock market listing provides an ideal platform for the future growth of the
business. We will seek to provide the highest standard of service to our
customers while creating value for our shareholders."



ACQUISITION AND PLACING STATISTICS
Placing Price                                                                                    9p
Mid market price per share on the last practical date before publication of the prospectus
document                                                                                         12.5p
Number of Existing Ordinary Shares prior to the Acquisition and Placing                          15,000,000
Number of Consideration Shares being issued under the Acquisition                                8,888,888
Number of Placing Shares                                                                         7,777,777
Percentage of the enlarged issued share capital of the Company held by Greenfield Directors
following completion of the Acquisition and Placing                                              28.07%
Number of Ordinary Shares in issue immediately following completion
of the Acquisition and Placing                                                                   31,666,665
Gross Proceeds of Placing                                                                        #700,000
Estimated net proceeds of the Placing receivable by the Company                                  #450,000

For further information:

Hightower Construction plc
Haresh Kanabar                                       Tel: 07802 858893

W H Ireland                                          Tel: 0121 616 2101
Tim  Cofman

Buchanan Communications                              Tel: 020 7466 5000
Mark Court




                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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