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Name | Symbol | Market | Type |
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Wt Batterymetal | LSE:WATT | London | Exchange Traded Fund |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 17.01 | 16.83 | 16.945 | 0 | 12:04:28 |
RNS No 1857w WATTS BLAKE BEARNE & COMPANY PLC 5th February 1999 PART TWO NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA OR JAPAN S.C.R.-SIBELCO S.A. ------------------------------------------------------------------ -------- UNCONDITIONAL RECOMMENDED CASH OFFERS FOR WATTS BLAKE BEARNE & COMPANY PLC Introduction ------------ The boards of Sibelco and Watts Blake Bearne announce that they have agreed the terms of unconditional recommended cash offers, to be made by Lazard Brothers on behalf of Sibelco or one of its wholly owned subsidiaries, for the whole of the issued and to be issued ordinary and preference share capital of Watts Blake Bearne not already owned by Sibelco. The Ordinary Offer will be made at 500p for each Watts Blake Bearne Ordinary Share. The Preference Offer will be made at 100p for each Watts Blake Bearne Preference Share. Together, the Offers value the whole of Watts Blake Bearne's issued share capital at approximately GBP105.4 million and at approximately GBP108.1 million assuming the exercise of all outstanding options under the Watts Blake Bearne Share Option Schemes. Sibelco currently owns 11,386,824 Watts Blake Bearne Ordinary Shares, representing 54.1 per cent. of the issued ordinary share capital of Watts Blake Bearne. It has two representatives on the board of Watts Blake Bearne, Stanislas Emsens and Jacques Emsens. Irrevocable undertakings ------------------------ Sibelco has received irrevocable undertakings to accept the Ordinary Offer and the Preference Offer from the Independent Directors of Watts Blake Bearne and certain members of their families and related trusts, from certain employees and former employees and their relatives and from certain institutional shareholders of Watts Blake Bearne. These irrevocable undertakings are in respect of a total of 5,384,435 Watts Blake Bearne Ordinary Shares, representing approximately 25.6 per cent. of Watts Blake Bearne's issued ordinary share capital, and a total of 109,389 Watts Blake Bearne Preference Shares representing approximately 74.9 per cent. of Watts Blake Bearne's issued preference share capital. Recommendation -------------- The Independent Directors of Watts Blake Bearne, who have been so advised by Dresdner Kleinwort Benson, consider the terms of the Offers to be fair and reasonable. In providing advice to the Independent Directors, Dresdner Kleinwort Benson has taken into account the Independent Directors' commercial assessments. The Independent Directors unanimously recommend Watts Blake Bearne Shareholders to accept the Offers, as they and certain members of their families and related trusts have irrevocably undertaken to do in respect of their holdings of 1,623,908 Watts Blake Bearne Ordinary Shares and 92,749 Watts Blake Bearne Preference Shares, representing approximately 7.7 per cent. of Watts Blake Bearne's issued ordinary share capital and 63.5 per cent. of Watts Blake Bearne's issued preference share capital respectively. The Ordinary Offer ------------------ On behalf of Sibelco or one of its wholly owned subsidiaries, Lazard Brothers will offer to acquire, subject to certain further terms set out below and in Appendix I, and to be set out in the Offer Document and in the form of acceptance, all of the Watts Blake Bearne Ordinary Shares not already owned by Sibelco on the following basis: for each Watts Blake Bearne Ordinary Share 500 pence in cash The Ordinary Offer values the whole of the issued ordinary share capital of Watts Blake Bearne at approximately GBP105.2 million and values the Watts Blake Bearne Ordinary Shares subject to the Ordinary Offer (being those not already owned by Sibelco) at approximately GBP48.3 million. The Ordinary Offer represents a premium of 30.7 per cent. to the Closing Middle Market Price of 382.5 pence per Watts Blake Bearne Ordinary Share on 15th January, 1999, the last business day prior to the announcement by Watts Blake Bearne that it was in discussions with Sibelco which may or may not lead to an offer by Sibelco or one of its subsidiaries for the outstanding Watts Blake Bearne Ordinary Shares not already owned by Sibelco at a price of 500 pence per Watts Blake Bearne Ordinary Share in cash. The Preference Offer -------------------- On behalf of Sibelco or one of its wholly owned subsidiaries, Lazard Brothers will offer to acquire, subject to certain further terms set out below and in Appendix I, and to be set out in the Offer Document and in the form of acceptance, all of the Watts Blake Bearne Preference Shares on the following basis: for each Watts Blake Bearne Preference Share 100 pence in cash The Preference Offer values the whole of the issued preference share capital of Watts Blake Bearne at GBP146,100. Further Details of the Offers ----------------------------- The Watts Blake Bearne Shares which are the subject of the Offers will be acquired by Sibelco or one of its wholly owned subsidiaries fully paid up and free from all liens, charges, equitable interests, encumbrances and any other third party rights of any nature whatsoever and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive and retain in full all dividends and other distributions declared, made or paid on or after the date hereof. Holders of Watts Blake Bearne Ordinary Shares will not therefore be entitled to receive a final dividend in respect of the financial year ended 31st December, 1998. Watts Blake Bearne Share Option Schemes --------------------------------------- The Offers will extend to all existing issued Watts Blake Bearne Shares not already owned by Sibelco and to any Watts Blake Bearne Shares which are unconditionally allotted or issued prior to the date on which the Offers close (or such earlier date as the Offeror may, subject to the City Code, decide) including Watts Blake Bearne Ordinary Shares issued pursuant to the exercise of share options granted under the Watts Blake Bearne Share Option Schemes or otherwise. To the extent that such options are not exercised, appropriate proposals will be made, in due course, to holders of options under the Watts Blake Bearne Share Option Schemes. Background to and reasons for the Offers ---------------------------------------- Sibelco has had an investment in Watts Blake Bearne since 1989. In 1993, following the acquisition of a significant shareholding in Watts Blake Bearne from a third party which took Sibelco's shareholding in Watts Blake Bearne to more than 30 per cent. of Watts Blake Bearne's issued ordinary share capital, Sibelco announced a mandatory offer at 420 pence per Watts Blake Bearne Ordinary Share for the whole of Watts Blake Bearne's ordinary share capital not already owned by Sibelco. Although the offer lapsed, Sibelco acquired further Watts Blake Bearne Ordinary Shares during the offer period as a result of which it increased its shareholding in Watts Blake Bearne to 46.8 per cent. After the mandatory offer lapsed Sibelco acquired further Watts Blake Bearne Ordinary Shares through market purchases and in June, 1997, Sibelco notified Watts Blake Bearne that it owned more than 50 per cent. of the issued ordinary share capital of Watts Blake Bearne. Sibelco has subsequently increased its shareholding in Watts Blake Bearne to 54.1 per cent. through further market purchases. As an international producer of sand and other industrial minerals, Sibelco has seen its investment in Watts Blake Bearne as a logical development of its business and expertise. Sibelco believes that the combination of Watts Blake Bearne and Sibelco makes sound industrial logic and will provide opportunities to improve the performance of Watts Blake Bearne's business as well as the resources to support the continuing development of Watts Blake Bearne's activities. Following completion of the Offers, Sibelco intends that Watts Blake Bearne should continue to pursue its strategy for international growth by concentrating on its core business of the production of clays and ceramic bodies for the ceramic industries, through focussed geographic expansion, by investment in technology and innovation and through the development of its workforce. Information on Sibelco ---------------------- Sibelco is a privately owned Belgian company. The Sibelco Group is a leading producer of glass grade sand in Continental Europe, the Americas and Asia as well as an international supplier of certain other industrial minerals. In the year ended 31st December, 1997 Sibelco reported, on a consolidated basis, turnover of BEF 41.4 billion with profit before tax and before extraordinary items of BEF 6.1 billion. At that date, it had consolidated net assets of BEF 26.5 billion. Information on Watts Blake Bearne --------------------------------- Watts Blake Bearne is the holding company of an international group engaged in the extraction, processing and marketing of ball clays, china clays and prepared ceramic bodies to the ceramics and other industries world-wide. In the year to 31st December, 1997 Watts Blake Bearne reported turnover of GBP98.7 million with profit before tax of GBP11.6 million. At that date Watts Blake Bearne had consolidated net assets of GBP75.2 million. For the six months ended 30th June, 1998 Watts Blake Bearne reported turnover of GBP50.4 million with profit before tax of GBP4.6 million. At that date Watts Blake Bearne had consolidated net assets of GBP76.2 million. Management and Employees ------------------------ The Offers represent a significant further investment by Sibelco and demonstrate the Sibelco Group's full confidence in the managers and employees of the Watts Blake Bearne Group. Sibelco has given assurances to the Independent Directors that it is its intention that the existing board will remain in place and will continue to manage Watts Blake Bearne. Furthermore, the board of Sibelco has confirmed that the existing employment rights, including pension rights, of all directors and employees of Watts Blake Bearne will be fully safeguarded. General ------- Definitions used in this press announcement are set out in Appendix II. Offer Document -------------- Lazard Brothers, which is acting as financial adviser to Sibelco, will despatch the formal offer documentation to Watts Blake Bearne Shareholders and participants in the Watts Blake Bearne Share Option Schemes as soon as practicable and in any event within 28 days after the date of this announcement. Press Enquiries Lazard Brothers & Co., Limited 0171 588 2721 ------------------------------ John Dear Etienne Bottari Watts Blake Bearne ------------------ Michael Beckett 0171 379 1000 Graham Lawson 01626 332 345 Dresdner Kleinwort Benson 0171 623 8000 ------------------------- Rosalind Hedley-Miller Lazard Brothers, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Sibelco and for no one else in connection with the Offers and will not be responsible to anyone other than Sibelco for providing the protections afforded to customers of Lazard Brothers nor for giving advice in relation to the Offers. Dresdner Kleinwort Benson, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for Watts Blake Bearne and for no one else in connection with the Offers and will not be responsible to anyone other than Watts Blake Bearne for providing the protections afforded to customers of Dresdner Kleinwort Benson nor for giving advice in relation to the Offers. APPENDIX I FURTHER TERMS OF THE OFFERS --------------------------- 1. The Offers, which will be made by Lazard Brothers on behalf of Sibelco or one of its wholly owned subsidiaries, will comply with all applicable Rules and Regulations of the London Stock Exchange and the City Code and will be governed by English law and be subject to the jurisdiction of the Courts of England and to the terms set out below and as set out in the Offer Document and accompanying forms of acceptance. 2. The Ordinary Offer and the Preference Offer will be unconditional. 3. The Offers will lapse if the acquisition by Sibelco or one of its wholly owned subsidiaries of the Watts Blake Bearne Shares not already owned by Sibelco is referred to the Monopolies and Mergers Commission before 3.00 p.m. on the first closing date of the Offers. If the Offers so lapse the Offers will cease to be capable of further acceptance and accepting Watts Blake Bearne Shareholders and the Offeror will cease to be bound by forms of acceptance submitted before the time when the Offers lapse. 4. The Ordinary Offer will extend to all Watts Blake Bearne Ordinary Shares and the Preference Offer will extend to all Watts Blake Bearne Preference Shares unconditionally allotted or issued on the date of which the Offers are made and any further Watts Blake Bearne Ordinary Shares or Watts Blake Bearne Preference Shares unconditionally allotted or issued while the relevant Offer remains open for acceptance (or such earlier date or dates, subject to the City Code, as the Offeror may decide). 5. The Offers will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the US, Canada or Japan. The Offers will not be capable of acceptance by any such use, means, instrumentality or facility or from within the US, Canada or Japan. Doing so may render invalid any purported acceptance. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in or into or from the US, Canada or Japan and all persons receiving this announcement (including nominees, trustees or custodians) must not mail or otherwise forward, distribute or send it into the US, Canada or Japan. The availability of the Offers to Watts Blake Bearne Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Watts Blake Bearne Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. APPENDIX II DEFINITIONS ----------- The following definitions apply throughout this announcement unless the context requires otherwise: 'City Code' The City Code on Takeovers and Mergers 'Closing Middle Market Price' The closing middle market price as derived from the Daily Official List of the London Stock Exchange 'Dresdner Kleinwort Benson' Kleinwort Benson Limited 'Independent Directors' The directors of Watts Blake Bearne other than the Sibelco Representatives 'Lazard Brothers' Lazard Brothers & Co., Limited 'London Stock Exchange' London Stock Exchange Limited 'Offeror' Sibelco or one of its wholly owned subsidiaries 'Offers' The Ordinary Offer and the Preference Offer 'Ordinary Offer' The unconditional recommended cash offer to be made by Lazard Brothers on behalf of Sibelco or one of its wholly owned subsidiaries to acquire all of the issued and to be issued Watts Blake Bearne Ordinary Shares not already owned by Sibelco, including where the context permits, any subsequent revision, variation, extension or renewal of such ordinary offer 'Panel' The Panel on Takeovers and Mergers 'Preference Offer' The unconditional recommended cash offer to be made by Lazard Brothers on behalf of Sibelco or one of its wholly owned subsidiaries to acquire all of the issued and to be issued Watts Blake Bearne Preference Shares, including where the context permits, any subsequent revision, variation, extension or renewal of such preference offer 'Sibelco' S.C.R.-Sibelco S.A. 'Sibelco Group' Sibelco and its subsidiary and associated undertakings and, where the context permits, each of them 'Sibelco Representatives' The representatives of Sibelco on the board of directors of Watts Blake Bearne, Stanislas Emsens and Jacques Emsens 'United States' or 'US' United States of America, its territories and possessions and the District of Columbia and all other areas subject to its jurisdiction 'Watts Blake Bearne' Watts Blake Bearne & Company PLC 'Watts Blake Bearne Group' Watts Blake Bearne and its subsidiary and associated undertakings and, where the context permits, each of them 'Watts Blake Bearne Ordinary shares of 25 pence each in Watts Ordinary Shares' Blake Bearne 'Watts Blake Bearne 4.2 per cent. cumulative preference shares Preference Shares' of 100 pence each in Watts Blake Bearne 'Watts Blake Bearne Shares' Watts Blake Bearne Ordinary Shares and Watts Blake Bearne Preference Shares 'Watts Blake Bearne Holders of the Watts Blake Bearne Shares Shareholders' 'Watts Blake Bearne The Watts Blake Bearne 1973 Share Option Share Option Schemes' Scheme, the Watts Blake Bearne Share Acquisition Scheme, the Watts Blake Bearne Save As You Earn Share Option Scheme, the Watts Blake Bearne 1985 Executive Scheme and the Watts Blake Bearne 1995 Executive Scheme END OFFDGGBDLDGCCCS
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