Tender Offer

RNS Number:2341I
Sinclair (William) Holdings PLC
04 March 2003


4 March 2003: for immediate release



                         WILLIAM SINCLAIR HOLDINGS plc

              ("William Sinclair" or "the Company" or "the Group")

                                   ANNOUNCES

             RETURN OF CASH TO SHAREHOLDERS OF UP TO #3.84 MILLION

                                  BY WAY OF A

                           TENDER OFFER BY ARBUTHNOT




  * The Board of William Sinclair announces the return of up to #3.84 million
    in cash to shareholders by way of a tender offer by Arbuthnot Securities
    Limited ("Arbuthnot") to purchase up to 6,095,000 ordinary shares of 25p
    each in the capital of the Company ("Ordinary Shares") at a price of 63p per
    Ordinary Share ('the Tender Offer").

  * Following this transaction, Arbuthnot will sell all tendered Ordinary
    Shares by way of an on-market transaction to the Company for cancellation.

  * The Tender Offer is subject to approval by shareholders at the
    Extraordinary General Meeting to be held on 20 March 2003.

  * Following the disposal of the business and assets of Sinclair Animal and
    Household Care Limited and certain freehold properties announced on 25
    September 2002 and completed on 15 November 2002, the Board has been
    examining ways of returning cash to shareholders once a reduction in the
    capital of the Company had occurred.

  * Capital reduction occurred 13 November 2002.

  * Following the Tender Offer, the Group will continue to concentrate on
    improving the performance of its sole trading subsidiary, William Sinclair
    Horticulture Limited.



Enquiries:
William Sinclair Holdings plc      Peter Barton               Tel: [phone]

                                   Steve Rowland

Arbuthnot                          Richard Welton             Tel: [phone]




Introduction

As stated in the Chairman's letter of 25 September 2002 included in the circular
to shareholders ("Disposal Circular") in connection with the recent disposal of
the business and assets of Sinclair Animal and Household Care Limited ("SAHC")
and certain freehold properties ("Disposal") the Board of William Sinclair
("Board") has been examining ways of returning available cash to Qualifying
Shareholders (as defined in the circular expected to be posted to shareholders
today ("Circular")) following the approval of the capital reduction by the High
Court.

It was stated in the Disposal Circular that the Board intended to return to
shareholders up to the equivalent of two thirds of the net proceeds of the
Disposal once a reconstruction of the Company's balance sheet had occurred. The
High Court approved the capital reduction on 13 November 2002, thereby enabling
the Board to propose the Tender Offer.

The Board is pleased to announce that it now proposes to return to shareholders
by way of a Tender Offer up to #3.84 million of cash currently held by the
Company. Subject to the consent of shareholders, the Board intends that each
Qualifying Shareholder be given the opportunity to sell to Arbuthnot, Ordinary
Shares held by him/her at the close of business on 25 March 2003 at a price of
63p per Ordinary Share.

The Board believes that a tender offer is an appropriate means of returning
funds to shareholders as it gives all shareholders the choice of whether or not
to participate in the return of capital. Qualifying Shareholders may opt to
tender some or all of their Ordinary Shares in return for cash, or they may
choose to retain their Ordinary Shares and thereby increase their percentage of
the Company's issued share capital in the event that the Tender Offer is
completed successfully.

The Tender Offer

The Tender Offer is conditional on the passing of the ordinary resolution set
out in the notice of EGM set out in the Circular. The Tender Offer is also
conditional on the delivery to the Registrar of Companies of the unaudited
interim accounts of the Company for the six months ended 31 December 2002. It is
intended that the interim accounts will be delivered by no later than 20 March
2003. The Tender Offer is only available to Qualifying Shareholders on the
register of members at the close of business on 25 March 2003 and in respect of
Ordinary Shares held by them on that date. The Tender Offer will be void if less
than 1% in aggregate of the issued Ordinary Share capital of the Company as at
the close of business on 25 March 2003 is tendered by Qualifying Shareholders.
The Tender Offer is conditional on the matters set out in paragraph 2 of Part II
of the Circular and the Tender Offer may be terminated on or before the 25 March
2003 in the circumstances set out in paragraph 3 of Part II of the Circular.

The terms of the Tender Offer are summarised as follows:


  * the Tender Offer will require approval by shareholders at EGM;

  * all Qualifying Shareholders are being given the opportunity to participate
    in the Tender Offer;

  * Arbuthnot will purchase as principal up to 6,095,000 Ordinary Shares for a
    total aggregate consideration of up to #3.84 million;

  * Ordinary Shares will be purchased by way of an on-market transaction from
    Qualifying Shareholders by Arbuthnot at the tender price of 63p per Ordinary
    Share following which an equal number of Ordinary Shares will be sold by way
    of an on-market transaction by Arbuthnot to the Company, for cancellation;

  * Qualifying Shareholders who wish to participate in the Tender Offer must
    return a completed tender form to be received by Northern Registrars Limited
    by no later than 3.00pm on 25 March 2003;

  * Qualifying Shareholders do not have to tender any Ordinary Shares if they
    do not wish to;

  * subject to the Tender Offer becoming unconditional, tenders from
    Qualifying Shareholders will be accepted on the following basis;

  * to the extent a Qualifying Shareholder validly tenders 26.91% or less of
    his/her Ordinary Shares as at the Record Date, the tender will be accepted
    in full; and

  * if a Qualifying Shareholder validly tenders in excess of 26.91% of his/her
    Ordinary Shares as at the Record Date, the excess will be satisfied, if and
    to the extent that other Qualifying Shareholders collectively tender less
    than 26.91% of their Ordinary Shares, pro rata in the proportion that the
    number of additional Ordinary Shares tendered by a Qualifying Shareholder
    bears to the total number of additional Ordinary Shares tendered by
    Qualifying Shareholders so that the total number of Ordinary Shares
    purchased pursuant to the Tender Offer does not exceed 26.91% of the
    Ordinary Shares in issue;

  * Arbuthnot will not charge Qualifying Shareholders commission or dealing
    charges on any Ordinary Shares purchased pursuant to the Tender Offer
    (although the broker or nominee of a selling shareholder may levy a
    commission or dealing charge);

  * the Tender Offer opens on 4 March 2003 and closes at 3.00pm on 25 March
    2003 unless extended in accordance with paragraph 7 of Part II of the
    Circular;

  * tender forms will become irrevocable at the time of receipt by Northern
    Registrars Limited; and

  * all transactions will be carried out on the London Stock Exchange.

It is proposed that Ordinary Shares will be purchased under the Tender Offer at
a price of 63p per Ordinary Share. This represents a price in excess of the
current market price of an Ordinary Share which was 60p at the close of business
on 3 March 2003, the latest practicable date prior to the publication of this
document.

The tender price of 63p per Ordinary Share represents a premium of 27.27% above
the market price of 49.5p per Ordinary Share on 25 September 2002, the date on
which the Company announced the Disposal and announced that the Board would
consider returning to Shareholders up to the equivalent of two thirds of the net
proceeds of the Disposal.

The Tender Offer supports the Board's stated strategy of maximising value for
the benefit of Shareholders.

Current Trading and Prospects

The Interim Results for the six months ended 31 December 2002 were also
announced today.

Performance of the Group for the first six months of the current financial year
was in line with the Board's expectations. On 15 November 2002 the Disposal was
completed. The Group is now focused on it's horticultural business and today
also announces the acquisition of 50 per cent of Freeland Horticulture Limited
("Freeland"), a company specialising in the sourcing and supply of green waste
for use in the horticultural and landscape markets. A trading relationship
currently exists between Freeland and the Group relating to green waste, a
product supplied to the horticultural market. This is purchased from Freeland
and is used in a range of peat reduced products (alongside peat) thereby
preserving our finite peat resource for products where no alternative to peat
currently exists. This trading relationship will be strengthened following the
acquisition.

The Group has announced today turnover for the six months ended 31 December 2002
of #19.6m (2001: #23.8m) of which turnover relating to continuing activities was
#13.6m (2001: #13.7m).

Profits after interest but before exceptional items and taxation were ahead of
the same period in the previous year at #0.4m (2001: #0.2m). The current period
includes the results of SAHC prior to the Disposal.

Following the Tender Offer the Group will continue to concentrate on improving
the performance of its horticultural business and the prospects for the
remainder of the current year remain satisfactory.

The Company announced today in the Interim Results that the Board is
recommending an interim dividend of 1.5p per share (2001: 2.4p). This dividend
will be paid on 6 May 2003 to those shareholders on the register of members on
22 April 2003 and accordingly Ordinary Shares which are the subject of
successful tenders will not rank for the interim dividend.

Extraordinary General Meeting

The implementation of the Tender Offer is subject to the approval of
shareholders at the Extraordinary General Meeting.

At the Extraordinary General Meeting the approval of shareholders will be sought
to authorise the on-market purchase by the Company from Arbuthnot of up to
6,095,000 Ordinary Shares representing 26.91% of the Company's Ordinary Share
capital in issue as at 25 March 2003.

Expected timetable of principal events
Opening of Tender Offer                                                                                     4 March 2003

Latest time and date for receipt of forms of proxy for the Extraordinary                           10.30am 18 March 2003
General Meeting

Extraordinary General Meeting                                                                      10.30am 20 March 2003

Record Date for Tender Offer                                                            close of business, 25 March 2003

Latest time and date for receipt of tender forms                                                    3.00pm 25 March 2003

Announcement of take-up level under the Tender Offer and related details                                   26 March 2003

Payment of Tender Offer consideration in respect of sold certificated
Ordinary Shares and payments made through CREST for Tender Offer
consideration in respect of sold uncertificated Ordinary Shares                                          By 3 April 2003

Balance share certificates despatched in respect of any unsold certificated                              By 3 April 2003
Ordinary Shares

A circular concerning the proposed Tender Offer is expected to be posted to
shareholders on 4 March 2003.


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