Dean Corporation PLC - Placing, Open Offer, etc.
October 20 1997 - 10:48AM
UK Regulatory
RNS No 3961k
DEAN CORPORATION PLC
20th October 1997
PLACING AND OPEN OFFER
SUBSCRIPTION
ADMISSION TO THE OFFICIAL LIST
- PLACING AND OPEN OFFER OF 13,889,436 NEW ORDINARY
SHARES AT 13.5P PER SHARE
- SHAREHOLDERS OFFERED 3 FOR EVERY 10 SHARES HELD
- SUBSCRIPTION OF 7,198,344 NEW ORDINARY SHARES AT
13.5P PER SHARE BY SUBSTANTIAL FAR EAST INVESTOR FOR
TOTAL HOLDING OF 20.3%
- #2.4M TO BE RAISED, NET OF EXPENSES
- ADMISSION TO THE OFFICIAL LIST FROM AIM
Stephen Dean, Chairman of Dean Corporation commented:
"The proceeds of the Placing, Open Offer and Subscription
will be utilised to finance the cash element of the
deferred consideration for Page and to provide working
capital generally. The directors believe that the longer
term prospects are encouraging and that the Company's
expansion plans will benefit from an injection of additional
capital."
Enquiries
DEAN CORPORATION PLC 01480 436666
Group Chairman, Stephen Dean Mobile 0385 938 782
JOHN EAST & PARTNERS LTD 0171 628 2200
John East
David Worlidge
BOSWELL CITY FINANCIAL PR LTD 0171 583 2001
Glenda Boswell Mobile 0468 235 735
Maxine Barnes Mobile 0860 489 571
DEAN CORPORATION PLC
SUBSCRIPTION
PLACING AND OPEN OFFER
ADMISSION TO THE OFFICIAL LIST
BOARD CHANGES
The Board of Dean Corporation plc ("Dean" or "the Company")
announces that the Company will be raising #2.4M, net of
expenses, by way of a Placing and Open Offer and Subscription.
It has made an application to the London Stock Exchange for its
Ordinary shares to be admitted to the Official List. It is
expected that Admission will become effective and that dealings
will commence on 18 November 1997.
Dean has expanded substantially, largely as a result of the
first full year contribution from Tripp and the acquisitions of
Page and Speymill. These acquisitions are all part of the
Board's strategy of creating a broadly based property and
services group.
SUBSCRIPTION
The 7,198,344 Subscription Shares are being subscribed by
Future Match Limited, which is 80% owned by First Shanghai
Investments Limited, the balance being owned equally by CIVC
International Holdings Limited and Uni-Mark Industries Limited.
First Shanghai is an investment company listed on the Stock
Exchange of Hong Kong Limited. In addition, Future Match will
also be subscribing for 6,801,656 Firm Placing Shares so that
its shareholding will be 20.32% of the enlarged issued share
capital of the Group.
Future Match has the right to appoint a non executive
director to the Board of the Company and has accordingly
appointed Mr Peter So as its representative.
PLACING AND OPEN OFFER
Dean intends to raise a total of #2.4 million, net of expenses,
by way of the Placing and Open Offer and is proposing to issue
13,889,436 New Ordinary Shares, of which 6,801,656 have been
placed firm with Future Match.
Shareholders are being invited to apply under the terms
of the Open Offer for 13,889,436 New Ordinary Shares on
the basis of 3 shares for every 10 existing Ordinary shares.
These proposals are conditional, inter alia, upon the
passing of the resolutions at the Extraordinary General
Meeting to be held on 14 November 1997.
USE OF PROCEEDS
Dean was formed to take advantage of opportunities which
the Directors believed existed in the property market and, in
particular, residential property development, property services
and specialist contracting. The Directors now believe that the
Company's expansion plans will benefit from an injection of
additional capital.
The approximate proceeds of the placing of #2.4 million
net of expenses, are expected to be utilised as to #402,000
to finance the cash element of the deferred consideration
payable for H Page Engineering Services Limited, with the
balance for working capital generally.
CURRENT TRADING AND FUTURE PROSPECTS
Current trading for the group has improved compared with the
same period last year. The interim results for the six months
to 30 June 1997 which were announced on 11 August, 1997, show a
profit before taxation of #739,000, compared with a profit before
tax of #353,000 for the comparable period in 1996.
The Directors are confident that the longer term prospects
of the Group are encouraging and in addition, the Directors
intend to explore with First Shanghai opportunities for
future collaboration.
BOARD CHANGES
As a consequence of these proposals, a number of Board changes
have taken place.
Adrian Collins (43) has been appointed a non executive director.
He is a director of Buchanan Capital Management Limited and has
worked in the fund management business for over 20 years.
Peter So (45) has also been appointed a non-executive director.
He is an associate member of the Chartered Institute of
Management Accountants and the Chartered Institute of
Bankers (England). He has extensive experience in
international finance.
Colin Glass has resigned as a non-executive director.
TIMETABLE OF PRINCIPAL EVENTS
Record Date - 10 October 1997
Latest time & date for splitting
Application forms - 3.00pm 10 November 1997
Latest time & date for receipt of completed Application
Forms - 3.00pm 12 November 1997
Latest time & date for receipt of forms of proxy -
11.00am 12 November 1997
Extraordinary General Meeting - 11.00am 14 November 1997
Commencement of dealings in the existing Ordinary Shares
and the new Ordinary Shares - 18 November 1997
Despatch of definitive certificates for New Ordinary
Shares - by 19 November 1997
Enquiries
DEAN CORPORATION PLC 01480 436666
Group Chairman, Stephen Dean Mobile 0385 938 782
JOHN EAST & PARTNERS LTD 0171 628 2200
John East
David Worlidge
BOSWELL CITY FINANCIAL PR LTD 0171 583 2001
Glenda Boswell Mobile 0468 235 735
Maxine Barnes Mobile 0860 489 571
END
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