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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Aura Renewable Acquisitions Plc | LSE:ARA | London | Ordinary Share | GB00BKPH9N11 | 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% | 5.50 | 5.00 | 6.00 | 5.50 | 5.20 | 5.50 | 0.00 | 08:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Investors, Nec | 0 | -153k | -0.0146 | -3.77 | 577.5k |
RNS Number:6590U Colas Limited 24 November 2000 Not for release, publication or distribution in or into the United States, Canada, Japan or Australia RECOMMENDED CASH OFFERS by PricewaterhouseCoopers on behalf of Colas Limited for Aram Resources plc Summary The boards of Colas Limited ("Colas") and Aram Resources plc ("Aram") announce that they have reached agreement on the terms of recommended cash offers to be made by PricewaterhouseCoopers on behalf of Colas to acquire Aram. The Offers, taking into account the terms upon which Colas will acquire the Binns Shares and the Nixon Shares (as described below), will value the whole of the issued share capital of Aram at approximately #12.7 million. The Offers will be unanimously recommended by the Directors of Aram. Ordinary Offer: * The Ordinary Offer will be 300p in cash for each Ordinary Share * The Ordinary Offer will represent a premium of approximately 46 per cent. over the closing middle market price of 205p per Ordinary Share on 23 November 2000, the last business day prior to the date of this announcement * In order to facilitate the Offers, Mr Binns and the Binns Trustees have each irrevocably agreed to accept 193.1p per Ordinary Share in respect of the 2,625,000 Ordinary Shares held by them (the "Binns Shares") and Mr Nixon and the Nixon Trustees have each irrevocably agreed to accept 158.1p per Ordinary Share in respect of the 2,625,000 Ordinary Shares held by them (the "Nixon Shares"). In addition, Mr Binns has agreed to provide certain warranties and an indemnity in relation to Aram, details of which will be set out in the Offer Document * Taking into account the terms upon which Colas will acquire the Binns Shares and the Nixon Shares, the Ordinary Offer will value the whole of the issued ordinary share capital of Aram (excluding the Preference Shares) at approximately #10.3 million Colas has received irrevocable undertakings to accept the Ordinary Offer in respect of 5,293,360 Ordinary Shares representing approximately 94.1 per cent. of the issued ordinary share capital of Aram. All of these undertakings continue to be binding if a higher offer is made. The Preference Offer will: * be 267.86p in cash for each Preference Share, representing the see-through value of the Ordinary Offer on the basis of conversion of 100 Ordinary Shares for every 112 Preference Shares * value the whole of the issued preference share capital of Aram at approximately #2.4 million Colas has received irrevocable undertakings to accept the Preference Offer in respect of 900,000 Preference Shares representing 100 per cent. of Aram's issued preference share capital. Bernard Gaillard, Chief Executive of Colas, said today: "We are pleased to be making a significant investment in a substantial UK quarrying business. Colas can bring many benefits to the business of Aram, both in terms of enhancing Aram's ability to raise funding for the development of existing sites and opening up new markets for its products". David Binns, Chief Executive of Aram, said today: "The combination with Colas will allow Aram to pursue its strategy at a faster pace and more vigorously than it could as an independent quoted company. It is just over three years since Aram floated on AIM and raised capital from both ordinary and preference shareholders at 100 pence per share. The Offers therefore represent a capital return of 200 per cent. for the ordinary shareholders who invested in Aram at the time of flotation and a capital return of 168 per cent. for the preference shareholders". 24 November 2000 Enquiries: Colas Limited: 01342 711000 Bernard Gaillard PricewaterhouseCoopers: Simon Boadle 020 7212 4118 Peter Culver 020 7213 3418 Aram Resources plc: 01285 885537 David Binns Arthur Andersen: 020 7438 3000 Richard Young Leonie Grimes This summary should be read in conjunction with the full text of the following announcement. The Offers will not be made, directly or indirectly, in or into the United States, Canada, Australia or Japan and this announcement should not be mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan. PricewaterhouseCoopers, which is authorised to carry on investment business by the Institute of Chartered Accountants in England and Wales, is acting only for Colas and no one else in connection with the Offers and will not regard any other person as its client or be responsible to any person other than Colas for providing the protections afforded to clients of PricewaterhouseCoopers or for giving advice to any such person in relation to the Offers. Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is authorised to carry on investment business by the Institute of Chartered Accountants in England and Wales, is acting only for Aram and no one else in connection with the Offers and will not regard any other person as its client or be responsible to any person other than Aram for providing the protections afforded to clients of Arthur Andersen or for giving advice to any such person in relation to the Offers. This announcement does not constitute an offer or an invitation to purchase any securities. The formal offer document will be despatched by PricewaterhouseCoopers on behalf of Colas as soon as practicable. Not for release, publication or distribution in or into the United States of America, Canada, Japan or Australia RECOMMENDED CASH OFFERS by PricewaterhouseCoopers on behalf of Colas Limited for Aram Resources plc 1. Introduction The boards of Colas and Aram announce that agreement has been reached on the terms of recommended cash offers to be made by PricewaterhouseCoopers on behalf of Colas to acquire the entire issued and to be issued share capital of Aram. The Offers as a whole, taking into account the terms upon which Colas will acquire the Binns Shares and the Nixon Shares (as described below), will value the whole of the issued share capital of Aram at approximately #12.7 million. The Directors, who have been so advised by Arthur Andersen Corporate Finance, consider the terms of the Offers to be fair and reasonable. Accordingly, the Directors will be unanimously recommending holders of Ordinary Shares to accept the Ordinary Offer and holders of Preference Shares to accept the Preference Offer. In providing advice to the Directors, Arthur Andersen Corporate Finance has taken into account the commercial assessments of the Directors. Colas has received irrevocable undertakings to accept the Ordinary Offer in respect of 5,293,360 Ordinary Shares representing approximately 94.1 per cent. of the issued ordinary share capital and to accept the Preference Offer in respect of 900,000 Preference Shares representing 100 per cent. of the issued preference share capital. 2. The Offers (a) The Ordinary Offer On behalf of Colas, PricewaterhouseCoopers will offer to acquire, on the terms and subject to the conditions set out or referred to in this announcement and in the Offer Document, all of the Ordinary Shares on the following basis: for each Ordinary Share 300p in cash The Ordinary Offer will represent a premium of 46 per cent. over the closing middle market price, as derived from the Daily Official List, of 205p per Ordinary Share on 23 November 2000, being the last business day prior to this announcement. In order to facilitate the Offers, Mr Binns and the Binns Trustees have each irrevocably agreed to accept consideration equal to 193.1p per Ordinary Share in respect of the Binns Shares and Mr Nixon and the Nixon Trustees have each irrevocably agreed to accept consideration equal to 158.1p per Ordinary Share in respect of the Nixon Shares. In addition, Mr Binns has agreed to provide certain warranties and an indemnity in relation to Aram, details of which will be set out in the Offer Document. Taking into account the terms upon which Colas will acquire the Binns Shares and the Nixon Shares, the Ordinary Offer will value the whole of the issued ordinary share capital of Aram (excluding the Preference Shares) at approximately #10.3 million. The Ordinary Offer will be subject to the conditions as set out in paragraph 1 of Part A of Appendix I to this announcement. (b) The Preference Offer On behalf of Colas, PricewaterhouseCoopers will offer to acquire, on the terms and subject to the conditions set out or referred to in this announcement and in the Offer Document, all of the Preference Shares on the following basis: for each Preference Share 267.86p in cash The Preference Offer represents the see-through value of the Ordinary Offer on the basis of the conversion ratio set out in the Articles of Association of Aram of 100 Ordinary Shares for every 112 Preference Shares. The Preference Offer will value the whole of the issued preference share capital of Aram at approximately #2.4m. The Preference Offer will be conditional on the Ordinary Offer becoming or being declared unconditional in all respects. (c) General The Ordinary Offer will extend to any Ordinary Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) prior to the date on which the Ordinary Offer closes (or such earlier date as Colas may, subject to the Code, decide) including any such Ordinary Shares unconditionally allotted or issued pursuant to the exercise of options over Ordinary Shares or following the conversion of any issued Preference Shares. The Aram Shares are to be acquired by Colas fully paid and free from all liens, equities, charges, encumbrances, rights of pre-emption and other interests and third party rights of any nature whatsoever and together with all rights now or hereafter attaching to them, including the right to receive and retain all dividends and other distributions declared, made or paid on or after 24 November 2000. 3. Undertakings to accept the Offers Colas has received irrevocable undertakings to accept the Offers from certain Aram Shareholders as set out below: (a) Ordinary Offer Ordinary Shares Number % Binns Shares Robert Davidson Binns 1,026,600 18.3 Robert Davidson Binns, Dorcas Lavinia Maxine Binns and Michael 1,598,400 28.4 Bruce Warburton as trustees for the Robert Davidson Binns (Life Interest) Settlement 1997 Nixon Shares Giles Martin Bailey Nixon 400,000 7.1 Giles Martin Bailey Nixon and Wendy Nixon as trustees for the 2,000,000 35.5 Nixon Family Trust Edmund Probert and Alexander Elphinston as trustees for the Nixon 225,000 4.0 Trust 5,250,000 93.3 Other Directors and connected parties Andrew Druce Wells 3,360 0.1 Edward Charles Dilley 20,000 0.3 Carol Anne Dilley 5,000 0.1 Jayne Angela Millhouse 10,000 0.2 Plateau Gravel Company Limited 5,000 0.1 Total 5,293,360 94.1 The irrevocable undertakings in respect of the Binns Shares are to accept 193.1p per Ordinary Share and in respect of the Nixon Shares are to accept 158.1p per Ordinary Share. All of the above irrevocable undertakings will continue to be binding if a higher competing offer is made for the Ordinary Shares. (b) Preference Offer Preference Shares Number % AIM Distribution Trust PLC 450,000 50.0 Guinness Flight Venture Capital Trust PLC 450,000 50.0 Total 900,000 100.0 These irrevocable undertakings will lapse if a third party offer is made for the Ordinary Shares (other than Ordinary Shares already held by or contracted to be acquired by that third party) at not less than 345p per Ordinary Share (which would equate to a see-through value of 308p per Preference Share) within five business days of posting of the Offer Document. 4. Information relating to Colas and Bouygues SA (a) Colas Colas is a wholly owned UK subsidiary of Colas SA and conducts the majority of the Colas Group's UK operations. The Colas Group is one of the world's leading road construction and infrastructure maintenance groups. The Colas Group is located in over 40 countries and employs over 40,000 people. Colas SA's shares are listed on the Paris Stock Exchange with a current market capitalisation of approximately Euro 1.7 billion (#1.0 billion). Colas SA is a subsidiary of Bouygues SA, which owns approximately 96 per cent. of the issued share capital of Colas SA. For the financial year ended 31 December 1999, the Colas Group had consolidated sales of FF34,734 million (#3,159 million), profit before tax, minority interest and exceptional items of FF1,136 million (#103 million) and shareholders funds of FF5,146 million (#468 million). For the six months ended 30 June 2000, the Colas Group reported consolidated economic turnover of FF18,178 million (1999: FF14,858 million) and group share of net profit of FF110 million (1999: net loss of FF39 million). (b) Bouygues SA Bouygues SA has operations in the construction, building and telecoms industries. Bouygues' shares are listed on the Paris Stock Exchange with a current market capitalisation of approximately Euro 18.3 billion (#10.9 billion). For the financial year ended 31 December 1999, Bouygues SA had consolidated sales of FF104.0 billion (#9.5 billion), profit before tax, minority interest and exceptional items of FF2,075 million (#189 million) and shareholder funds of FF14.3 billion (#1.3 billion). For the nine months ended 30 September 2000, Bouygues SA reported consolidated turnover of FF90.3 billion (1999: FF74.5 billion). 5. Information relating to Aram The Aram Group is principally engaged in wharfing, manufacturing concrete and coated macadams and quarrying. For the year ended 31 December 1999, Aram reported a profit before taxation of #0.37 million (1998: #0.36 million) on turnover of #4.72 million (1998: #3.23 million). Shareholders funds at 31 December 1999 were approximately #17.51 million (1998: #16.14 million). For the six months ended 30 June 2000, Aram reported a profit before taxation of #0.16 million (1999: #0.12 million) on turnover of #2.12 million (1999: #1.77 million). Shareholders funds at 30 June 2000 were approximately #17.69 million (1999: #16.18 million). 6. Reasons for the Offers Colas believes that: * Aram represents a good strategic fit with Colas as Aram's operations are largely complementary with Colas's existing business; * the Offers will strengthen Colas's position in the UK, particularly in the road construction market, whereby Aram will provide Colas with a source of aggregate and coated stone in the South and South West of England, as well as in Liverpool and Manchester; and * the Offers will enhance Aram's ability to raise external financing and thus enable it to strengthen its position in the UK bulk mineral processing and sea transportation markets. On completion of the Offers, Colas will conduct a review of Aram's business. On the basis of its current understanding, Colas intends to continue Aram's business without major change. 7. Aram employees The Board of Colas has confirmed to the Directors that the existing employment rights, including pension rights, of all employees of the Aram Group will be fully safeguarded. 8. Aram share options A cash cancellation proposal will be made in due course to holders of options over Ordinary Shares. The cash cancellation amount payable will be equal to the cash equivalent of the excess of the offer price of 300p per Ordinary Share over the relevant exercise price. 9. Compulsory acquisition procedures, cancellation of AIM trading facility and re-registration as a private company If the Offers become or are declared unconditional in all respects and assuming sufficient acceptances are received, Colas will apply the provisions of sections 428 to 430F of the Act to acquire compulsorily any outstanding Aram Shares. As soon as it is appropriate and possible so to do, and subject to the Ordinary Offer becoming or being declared unconditional in all respects, Colas will apply for cancellation of Aram's trading facility on AIM and re-register Aram as a private limited company under the relevant provisions of the Act. 10. Recommendation The Directors, who have been so advised by Arthur Andersen Corporate Finance, consider the terms of the Offers to be fair and reasonable. Accordingly, the Directors will be unanimously recommending holders of Ordinary Shares to accept the Ordinary Offer and holders of Preference Shares to accept the Preference Offer. In providing advice to the Directors, Arthur Andersen Corporate Finance has taken into account the commercial assessments of the Directors. 11. Other information The Offer Document, containing the full terms and conditions of the Offers together with the Form(s) of Acceptance, will be posted to Aram Shareholders as soon as practicable. This announcement does not constitute an offer or an invitation to purchase any securities. Save for the irrevocable undertakings to accept the Offers summarised in paragraph 3 above, neither Colas nor any person acting in concert with Colas owns or controls any Aram Shares nor has any options to acquire any Aram Shares. Save as summarised in paragraphs 3 and 8 of this announcement, neither Colas nor any person acting in concert with Colas for the purposes of the Offers has any arrangement in relation to Aram Shares or any securities convertible or exchangeable into Aram Shares or options (including traded options) in respect of, or derivatives referenced to, any such shares. For these purposes, "arrangement" includes an indemnity or option arrangement, any agreement or understanding, formal or informal, or whatever nature, relating to Aram Shares which may be an inducement to deal or refrain from dealing in such shares. The Offers will not be made, directly or indirectly, in or into the United States, Canada, Australia or Japan and this announcement should not be mailed or otherwise distributed or sent in or into the United States, Canada, Australia or Japan. PricewaterhouseCoopers, which is authorised to carry on investment business by the Institute of Chartered Accountants in England and Wales, is acting only for Colas and no one else in connection with the Offers and will not regard any other person as its client or be responsible to any person other than Colas for providing the protections afforded to clients of PricewaterhouseCoopers or for giving advice to any such person in relation to the Offers. Arthur Andersen Corporate Finance, a division of Arthur Andersen, which is authorised to carry on investment business by the Institute of Chartered Accountants in England and Wales, is acting only for Aram and no one else in connection with the Offers and will not regard any other person as its client or be responsible to any person other than Aram for providing the protections afforded to clients of Arthur Andersen or for giving advice to any such person in relation to the Offers. 24 November 2000 APPENDIX I CONDITIONS AND FURTHER TERMS OF THE OFFERS The Offers will comply with the applicable rules and regulations of the London Stock Exchange and the Code and will be governed by English law and will be subject to the jurisdiction of the Courts of England. The Offers will be subject to the conditions and further terms set out below and in the Offer Document. PART A - CONDITIONS OF THE OFFERS 1. CONDITIONS OF THE ORDINARY OFFER The Ordinary Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. on the first closing date (or such later time(s) and/or date(s) as Colas may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Colas may decide) of the Ordinary Shares to which the Ordinary Offer relates, provided that this condition will not be satisfied unless Colas shall have acquired or agreed to acquire, whether pursuant to the Ordinary Offer or otherwise, Ordinary Shares carrying more than 50 per cent. of the voting rights then exercisable at general meetings of Aram, including for this purpose, to the extent (if any) required by the Panel, any votes attaching to (or which would, if issued, attach to) Ordinary Shares which are unconditionally allotted or issued before the Ordinary Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise; and for this purpose, the expression "Ordinary Shares to which the Ordinary Offer relates" shall be construed in accordance with sections 428 to 430F of the Act and Ordinary Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry on issue; and (b) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the first closing date (or such later time(s) and/ or date(s) as Colas may, subject to the rules of the Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Colas may decide) of the Preference Shares to which the Preference Offer relates; and for the purposes of this condition, the expression "Preference Shares to which the Preference Offer relates" shall be construed in accordance with sections 428 to 430F of the Act. 2. CONDITION OF THE PREFERENCE OFFER The Preference Offer will be conditional on the Ordinary Offer becoming or being declared unconditional in all respects. Colas reserves the right to waive condition (b) of Part 1 of this Part A of Appendix I in whole or in part. PART B - CERTAIN FURTHER TERMS OF THE OFFERS The Offers will comply with the rules of the London Stock Exchange and the Code. If the Offers lapse for any reason, they will cease to be capable of further acceptance and accepting Aram Shareholders, PricewaterhouseCoopers and Colas will cease to be bound by Forms of Acceptance submitted before the time when the Offers lapse. APPENDIX II DEFINITIONS In this announcement the following expressions shall have the following meanings unless the context otherwise requires: "Act" Companies Act 1985 (as amended) "AIM" Alternative Investment Market of the London Stock Exchange "Aram" or Aram Resources plc "Company" "Aram Group" Aram together with its subsidiaries and subsidiary undertakings or "Group" "Aram holders of Aram Shares Shareholders" or "Shareholders" "Aram Shares" the Ordinary Shares, Preference Shares or any of them as the context may require "Binns the 2,625,000 Ordinary Shares held by Mr Binns and the Binns Shares" Trustees "Binns Robert Davidson Binns, Dorcas Lavinia Maxine Binns and Michael Trustees" Bruce Warburton as trustees of the Robert Davidson Binns (Life Interest) Settlement 1997 "Code" the City Code on Takeovers and Mergers "Colas" Colas Limited, a wholly-owned UK subsidiary of Colas SA "Colas Group" Colas SA and its subsidiary undertakings "Daily the Daily Official List of the London Stock Exchange Official List" "Directors" the directors of Aram "Euro" the single currency introduced in the third stage of economic and monetary union pursuant to the EC Treaty establishing the European Community, as amended from time to time "FF" French Franc "Form" or the forms of acceptance and authority relating to the Ordinary "Form(s) of Offer and/or the Preference Offer, and "Form of Acceptance" Acceptance" should be construed accordingly "London Stock London Stock Exchange plc Exchange" "Nixon the 2,625,000 Ordinary Shares held by Mr Nixon and the Nixon Shares" Trustees "Nixon Giles Martin Bailey Nixon and Wendy Nixon as trustees of the Trustees" Nixon Family Trust and Edmund Probert and Alexander Elphinston as trustees of the Nixon Trust "Offers" the Ordinary Offer and/or the Preference Offer "Offer the document containing the Offers to be sent to Aram Document" Shareholders "Offer the period commencing on 24 November 2000 and ending at 3.00p.m. Period" on the first closing date (as that term is used in Code) or, if later, the time and date on which the Ordinary Offer becomes or is declared unconditional as to acceptances or lapses "Ordinary the recommended cash offer to be made by PricewaterhouseCoopers Offer" on behalf of Colas to acquire the Ordinary Shares on the terms and subject to the conditions to be set out in the Offer Document and, where the context permits, any subsequent revision, variation, extension or renewal thereof "Ordinary holders of Ordinary Shares Shareholders" "Ordinary the existing issued and fully paid ordinary shares of 1p each in Shares" the capital of Aram and any further such shares which are unconditionally alloted or issued before the date on which the Ordinary Offer ceases to be open for acceptance (or such earlier date, subject to the Code, as Colas may decide) "Panel" the Panel on Takeovers and Mergers "Preference the recommended cash offer to be made by PricewaterhouseCoopers Offer" on behalf of Colas to acquire the Preference Shares on the terms and subject to the conditions to be set out in the Offer Document and, where the context permits, any subsequent revision, variation, extension or renewal thereof "Preference holders of Preference Shares Shareholders" "Preference the existing issued and fully paid 6p (net) convertible Shares" preference shares of #1 each in the capital of Aram and any further such shares which are unconditionally allotted or issued before the date on which the Preference Offer ceases to be open for acceptance (or such earlier date, subject to the Code, as Colas may decide) "UK" or United Kingdom of Great Britain and Northern Ireland "United Kingdom" "United United States of America (including the states of the United States" States of America and the District of Columbia), its territories, its possessions and all other areas subject to its jurisdiction
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