RNS Number:1889L
Plantation & General Investmnts.PLC
18 April 2005
Not for release, publication or distribution in or into the United States of
America, Canada, the Republic of Ireland, the Republic of South Africa,
Australia, or Japan or their respective territories.
18 April 2005
Plantation & General Investments Plc
Acquisition of 80 per cent. of the Jensen Group, proposed 43 for 100 Rights
Issue of new ordinary shares at 25 pence per share, proposed change of name,
proposed adoption of new Articles of Association
Highlights
* Completion of the acquisition of an 80 per cent. interest in the Jensen Group
for a consideration of 9.2 million ordinary shares
* Proposed 43 for 100 Rights Issue of New Ordinary Shares at 25 pence per share
to raise approximately #8.57 million (net of expenses)
* Proposed change of company name to PGI Group Plc
* Preliminary results for the year ended 31 December 2004 have been separately
released today
Listing particulars published by the Company and containing details of the
Acquisition and the Rights Issue (the 'Listing Particulars') are expected to be
posted to Shareholders and Loan Stockholders today and Provisional Allotment
Letters are expected to be sent to Qualifying non-Crest Holders following the
Extraordinary General Meeting to be held on 11 May 2005.
For further information contact:
Plantation & General Investments Plc 020 7246 0207
Richard Clothier, Group Chief Executive
Panmure Gordon 020 7187 2000
Andrew Godber
Andrew Potts
Panmure Gordon & Co., Limited ("Panmure Gordon") which is regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Plantation & General Investments Plc and no-one else in connection with the
Rights Issue and the matters described in this announcement and will not be
responsible to anyone other than Plantation & General Investments Plc for
providing the protections afforded to customers of Panmure Gordon, nor for
providing advice in relation to the Rights Issue or any matters referred to in
this announcement.
This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities.
This announcement does not constitute an offer of securities for sale in the
United States of America. Neither this announcement nor any copy of it may be
taken or distributed into the United States of America or distributed or
published, directly or indirectly, in the United States of America. Any failure
to comply with this restriction may constitute a violation of US securities law.
The securities referred to herein have not been and will not be registered under
the Securities Act, and may not be offered or sold in the United States unless
they are registered under the Securities Act or pursuant to an available
exemption therefrom. No public offering of securities of the Company is being
made in the United States of America.
This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy, subscribe or otherwise acquire shares in the
Company in Canada, Australia, Japan, the Republic of Ireland or in any
jurisdiction in which such offer or solicitation is unlawful and the information
contained herein is not for release, publication or distribution in whole or in
part in or into the Canada, Australia, Japan or the Republic of Ireland or in
any jurisdiction in which such publication or distribution is unlawful.
This summary should be read in conjunction with the full text of the attached
press release.
Not for release, publication or distribution in or into the United States of
America, Canada, the Republic of Ireland, the Republic of South Africa,
Australia, or Japan or their respective territories.
18 April 2005
Plantation & General Investments plc
Acquisition of 80 per cent of the Jensen Group, proposed Rights Issue, proposed
change of name, proposed adoption of new Articles of Association
Introduction
The Board announced today that Plantation & General Investments had entered into
and completed an agreement today with Mr S.W. Wayne to acquire an 80 per cent.
interest in the Jensen Group for a consideration of 9.2 million Ordinary Shares.
Jensen Group operates the business of property investment management and
development in the Russian Federation. Mr Wayne was today appointed as an
executive Director of Plantation & General Investments.
On 4 February 2005, the Company announced that it had signed non-binding heads
of terms for the acquisition from Mr Wayne of an 80 per cent. interest in the
Jensen Group in exchange for the issue of 9.2 million Ordinary Shares. The
Ordinary Shares were taken at a value of 25 pence each for this purpose,
resulting in an aggregate value of #2.3 million, which represented a small
premium to the closing mid-market price of 24.25 pence per ordinary Share on 3
February 2005 (the dealing day immediately preceding the date on which the heads
of terms were entered into). The closing mid-market price per Ordinary Share on
15 April 2005 (the dealing day immediately preceding the date of this document)
was 61 pence and on the basis of this price the consideration for the
acquisition of the 80 per cent. interest has a value of #5.6 million.
The Board also announced the terms of a Rights Issue to eligible Shareholders
and Loan Stockholders, on the basis of 43 New Ordinary Shares for every 100
existing Ordinary Shares held at the Record Date and 172 New Ordinary Shares for
every #100 nominal of Loan Stock held at the Record Date. The Rights Issue is
being made at 25 pence per New Ordinary Share, to raise approximately #8.57
million (net of expenses). Qualifying Holders have the right to apply for New
Ordinary Shares in accordance with the terms of the Rights Issue, details of
which are set out in this announcement. The net proceeds of the Rights Issue
will be used to repay outstanding loans from Mr S.N. Roditi, reduce the Group's
bank debt, fund a capital investment programme by Plantation & General
Investments' two Zambian subsidiaries following the acquisition announced in
December 2004 and support the development of the enlarged Jensen Group.
Mr Roditi, who is a controlling shareholder of Plantation & General Investments
Plc, and Rovida Asset Management Limited and Rovida Estates Limited, which are
associated with Mr Roditi, have irrevocably undertaken to take up their full
entitlements in respect of the Rights Issue deriving from their combined
holdings of 35,123,831 Ordinary Shares and #5,979,743 nominal of Loan Stock
(approximately 67.81 per cent. of the issued Ordinary Share capital and 74.79
per cent. of the outstanding Loan Stock at the date of this document). Except in
respect of these rights, the Rights Issue is underwritten by Rovida Holdings,
which will receive a commission of one per cent. of the gross proceeds of the
issue at the Issue Price of the underwritten New Ordinary Shares. Rovida
Holdings is a company wholly owned by the Zambezi Trust, of which Mr Roditi is a
beneficiary.
Information on the Jensen Group
Business
The business of Jensen Group involves real estate investment management and
development, and is based in St. Petersburg, Russia. Before the Acquisition, it
was wholly owned by Mr S.W. Wayne, an American who has twelve years' experience
of managing property investments in Russia. Mr Wayne is a graduate of Harvard
University and, before developing his own business, was employed by Morgan
Stanley in New York and London.
Jensen Group manages eight funds which have been established since 1993 and are
invested mainly in properties in St. Petersburg, Russia. The initial capital
contribution in these funds ranged from $0.2 million to $3.8 million, totalling
$9.3 million for all eight funds. These monies were raised from some 57
individuals, mostly American investors. Jensen Group consists of the three
corporations (formerly wholly owned by Mr Wayne) that manage the eight funds,
which have been brought together under a newly formed intermediate holding
company, Jensen Partners, as part of the Acquisition. The Company holds 80 per
cent. of the equity interests in Jensen Partners and Jensen Group Holdings,
which is wholly owned by Mr Wayne, holds the remaining 20 per cent.
As manager of the funds, Jensen Group identifies suitable property projects for
them and manages and develops on behalf of the funds the property which is
purchased for them. A management fee is received annually from some of the
funds. However, it is expected that the major part of the income generated by
Jensen Group will arise from carried interest accruing on the sale of property
at the end of the funds' lives.
Jensen Group manages a team of agents who work on these real estate projects.
Some are based in Jensen Group's offices and others are assigned full time to
the property projects. The Directors believe that there are a limited number of
real estate professionals in St. Petersburg and that this team has established a
good reputation and has the capacity to take on new projects.
The properties owned by the eight funds are mostly in central St. Petersburg and
after initial upgrading they have been let (or are to be let) as apartments,
shops or offices. There are two shops, some 20 apartments in six buildings, and
seven office units in two further buildings. A good relationship has been
established with blue chip tenants such as Ford Motor Company, Japan Tobacco,
Lufthansa, Philip Morris and British Petroleum. The Board anticipates that some
of these properties will be sold and some of the funds may be wound up in the
next few years. Current indications are that all but one of the funds will
generate carried interest at the end of their lives.
Premises of approximately 300 square metres at 10 Canal Griboedova in central
St. Petersburg, where Jensen Group's offices are located, are also in the
process of being transferred to Jensen Group from Mr Wayne.
Financial
The three members of the Jensen Group, which manage the eight Jensen Group
funds, are not required to prepare audited financial statements. The following
financial information has therefore been prepared on a pro-forma basis and has
not been audited.
Jensen Group had net assets as at 31 December 2004 of $3,808 (which excludes
Jensen Group's office premises at 10 Canal Griboedova that are valued by the
Directors at approximately $380,000 and are being transferred to Jensen Group).
As described above, current indications are that all but one of the funds whose
property investments are managed by Jensen Group will generate carried interest
at the end of their lives. The contingent entitlement to carried interest is not
reflected in the net assets of Jensen Group described above.
The profits attributable to the assets that formed the subject of the
Acquisition for the year ended 31 December 2004 were $92,839. However, the
companies in the Jensen Group formerly bore expenses relating to certain
unrelated businesses which they will not bear in future. It has therefore not
been possible to apportion some costs or present the profits attributable to the
net assets of the companies that formed the subject of the Acquisition with
certainty.
Background to and reasons for the Acquisition
The risks involved in the plantation business in Southern Africa have limited
the opportunities for Plantation & General Investments. The Company's recent
acquisition of assets in Zambia, which will double its existing rose business,
Khal Amazi, and allow it to establish a new vegetable exporter, Chalimbana, is
an example of the opportunities that do arise of which the Board is willing to
take advantage.
Nevertheless, the Board has found that projects which offer good opportunities
in the Company's sector in Africa are few and far between and it has therefore
been considering ways of establishing a new business stream. At the same time,
the Board has been seeking to dispose of the Company's non-African businesses.
The latest disposal was that of Jacobs Young & Westbury, the garden furniture
importer, which was sold to its management in March 2005.
The Russian real estate market has grown since 2000 both in demand and supply
and in terms of rent as well as capital growth. This reflects Russia's strong
economic growth since 2000, which the Board expects to continue.
The Acquisition gives Plantation & General Investments the opportunity to
develop the Group on a significantly larger scale and, in particular, the Board
expects that it will:
* bring to the Group the expertise to establish and manage a series of large
funds for the purpose of developing substantial opportunities that exist in
the Russian property market; and
* present a relatively low-risk method of entering the Russian property market
in what may be regarded as a higher-risk region.
The Acquisition
The Company has today acquired from Mr S.W. Wayne an 80 per cent. interest in
the Jensen Group for a consideration of 9.2 million Ordinary Shares (issued to
Jensen Group Holdings, a company wholly owned by Mr Wayne). These Ordinary
Shares rank pari passu in all respects with the other existing Ordinary Shares,
including as to dividend entitlements, but they do not rank for the Rights
Issue. Jensen Group Holdings has undertaken not to sell the Ordinary Shares
allotted to it for two years, except in certain specified circumstances.
The Company and Mr Wayne (amongst others) have also entered into a shareholders'
agreement which, inter alia, regulates the management of the Enlarged Jensen
Group and the respective rights of the Company and Mr Wayne in relation to the
Enlarged Jensen Group. Mr Wayne was appointed as a Director on completion of the
Acquisition and will act as Chief Executive of the Enlarged Jensen Group.
Strategy for the Enlarged Group
The Board plans to develop, as the Enlarged Group's two main business streams,
the existing plantation assets in Africa and the management of funds invested in
real estate developments in Russia (principally St. Petersburg).
The Group announced in December 2004 that it had acquired assets in Zambia from
the joint receivers of Agriflora Ltd to expand the Group's successful cut rose
producer, Khal Amazi Ltd, and to establish a new company, Chalimbana Fresh
Produce Ltd. The Board expects Khal Amazi's sales to double over the next three
years to some US$11 million.
Chalimbana will produce fresh vegetables such as green beans, mange touts, sugar
snaps and baby corn for export to specific distributors in the UK. The Board
expects Chalimbana's sales to reach $4 million in 2005 and $8 million in 2006.
The combination of Khal Amazi's and Chalimbana's export volumes will achieve
significant buying power and efficiency in air freight procurement.
In Russia, the Board plans to establish a new fund for the development of
property in the St. Petersburg area. This fund will be established through
Jensen Cayman, a new company that is owned 80 per cent. by the Company and 20
per cent. by Jensen Group Holdings. The fund is intended to be of the order of
$100 million and therefore much larger than the funds currently operated by the
Jensen Group. It is intended that this will be followed by further funds for
other projects in Russia. In addition, the Enlarged Jensen Group proposes to
pursue the possibility of entering into a contract to manage a 31-hectare
property in Sestroretsk, a suburb of St. Petersburg. The Board envisages that,
under this contract, the Enlarged Jensen Group will manage both the property,
the majority of which is unused land, and the businesses known as OAO
Sestroretsk, which are located on the property. These businesses comprise a
machine tool factory and a heating plant which supplies heating to a large
proportion of the residents of Sestroretsk. The property is principally owned by
entities associated with Mr Roditi and Mr Wayne.
The Board envisages that the Enlarged Group's property division will grow more
rapidly than its agricultural operations and may come to represent a significant
part of the Enlarged Group's operations. It is nevertheless the Board's
intention to develop the Enlarged Group's African businesses as opportunities
permit, particularly if the climate for investment in Africa improves.
Use of the proceeds of the Rights Issue
The net proceeds of the Rights Issue are expected to amount to approximately
#8.57 million. They will be used by the Company to repay existing loans from Mr
Roditi (approximately #4.6 million), reduce the Group's bank debt (up to #2.0
million), fund a capital investment programme to provide new machinery for and
fund the growing of crops by Plantation & General Investments's two Zambian
subsidiaries (approximately #1.2 million) and support the development of the
Enlarged Jensen Group in the establishment of its new funds (approximately #0.3
million). The balance of the net proceeds will be used to provide working
capital for the Group's Zimbabwean and other plantation businesses.
Part of the reason for the recent increase in the Group's UK debt has been the
effect of the Zimbabwean economy on the Group's subsidiary Eastern Highlands
Plantations Ltd ("Eastern Highlands"). Inflation in Zimbabwe has not been offset
by devaluation of the local currency against the US dollar, the currency in
which the majority of Eastern Highlands' sales have been made. It has therefore
been necessary for the Group to advance funds from the UK to meet Eastern
Highlands' working capital requirements. In addition, as the Group has disposed
of UK assets, its UK borrowing capacity has declined. On completion of the
Rights Issue, the Group's UK overdraft will be eliminated.
Current trading and prospects
Plantation & General Investments Group (excluding the Jensen Group)
Plantation & General Investments today announced its preliminary results for the
year ended 31 December 2004. Included within this announcement are details of
the current trading and prospects of the Group for at least the current
financial year. The key highlights of the results (of which the last five relate
to the period since 31 December 2004) are:
* Group loss before tax #26,000 (2003: #364,000 profit)
* Eastern Highlands in Zimbabwe had a very poor year, which offset improvement
in other Group businesses
* Malawi tea production reached record levels
* Acquisition of assets in Zambia from the joint receivers of Agriflora Ltd for
a consideration of $2.5 million; acquired business consists of growing
vegetables and roses for the European market
* Chalimbana Fresh Produce Ltd established to develop the Agriflora vegetable
business
* Agriflora rose assets transferred to the Group's existing rose business Khal
Amazi Ltd
* Tea prices have declined during the first quarter of 2005, which is likely to
reduce margins for at least the main part of the season
* There has been a modest start to 2005 and the prospects for the Group for at
least the current financial are currently positive, with the principal
uncertainties being commodity prices, the weather in Malawi and inflation and
the exchange rate in Zimbabwe
The Enlarged Jensen Group
The annual management fees from Jensen Group's existing funds are expected to be
$79,000 in 2005. Assuming the contract referred to above for managing the
Sestroretsk property and the OAO Sestroretsk businesses is entered into, the
Board expects the Enlarged Jensen Group to receive a new management fee of
approximately $400,000 per annum. In addition, the Board considers that the
existing funds are likely to mature progressively over the next few years and
expects carried interest to accrue to the Group.
The immediate objective of the Enlarged Jensen Group will be to raise
substantially larger funds. The fund partners that the Enlarged Jensen Group
will seek will typically be sophisticated investors based outside Russia. The
Board envisages that the new funds are each likely to be of around $100 million
and will be invested in property in Russia. The Board anticipates that the
annual management fee payable to the Enlarged Jensen Group by each fund is
likely to be two per cent. of the fund's initial value, and that any carried
interest is likely to accrue between the fifth and tenth years after
establishment of each fund.
The Enlarged Group's share of the Enlarged Jensen Group's profits will be 80 per
cent.
Expected Timetable
2005
Record Date for entitlement to the Rights Issue close of business on
9 May
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 9 May
Extraordinary General Meeting 10.00 a.m. on 11 May
Provisional Allotment Letters despatched 11 May
(to Qualifying Non-CREST Holders only)
Admission and dealings in New Ordinary Shares, nil paid, 12 May
commence on the London Stock Exchange
Nil Paid Rights and Fully Paid Rights enabled in CREST 12 May
Recommended latest time for requesting withdrawal of Nil Paid 4.30 p.m. on 24
Rights from CREST (i.e. if your Nil Paid Rights are in CREST and May
you wish to convert them into certificated form)
Latest time for depositing renounced Provisional Allotment 3.00 p.m. on 27
Letters into CREST or for dematerialising Nil Paid Rights (or May
Fully Paid Rights) into a CREST stock account
Latest time and date for splitting Provisional Allotment 3.00 p.m. on 31
Letters, May
fully paid or nil paid
Latest time and date for acceptance and payment in full and 11.00 a.m. on 2
registration of renunciation June
Dealings in New Ordinary Shares, fully paid, commence 3 June
on the London Stock Exchange
New Ordinary Shares credited to CREST stock accounts 3 June
Definitive share certificates for New Ordinary Shares by 13 June
despatched
Principal terms of the Rights Issue
The Company is proposing to raise approximately #8.57 million (net of expenses)
through the Rights Issue to eligible Shareholders and Loan Stockholders. The
Issue Price of 25 pence per New Ordinary Share represents a 59.0 per cent.
discount to the closing middle market price of 61 pence per Ordinary Share on
15 April 2005, the last business day prior to the publication of this document.
The Issue Price of 25 pence was set before the Company's announcement of
proposals for the Rights Issue and the Acquisition on 4 February 2005, at which
time it represented a small premium to the then prevailing share price of 24.25
pence per Ordinary Share.
Subject to the fulfilment of the conditions set out in this announcement, the
Company will offer New Ordinary Shares by way of the Rights Issue to Qualifying
Holders at 25 pence per New Ordinary Share, payable in full on acceptance no
later than 11.00 a.m. on 2 June 2005, on the following basis:
43 New Ordinary Shares for every 100 existing Ordinary Shares
and
172 New Ordinary Shares for every #100 nominal of Loan Stock
held at the close of business on the Record Date and so in proportion for any
greater or lesser number of Ordinary Shares or amount of Loan Stock then held
and otherwise on the terms and conditions set out in this document and, in the
case of Qualifying Non-CREST Holders only, the Provisional Allotment Letter.
Assuming that no options under the Share Options Schemes are exercised before
the Record Date 36,026,999 New Ordinary Shares will be issued pursuant to the
Rights Issue.
Holdings of existing Ordinary Shares and Loan Stock in certificated and
uncertificated form will be treated as separate holdings for the purposes of
calculating entitlements under the Rights Issue. Fractional entitlements to New
Ordinary Shares that would otherwise arise will not be allocated and
entitlements to Qualifying Holders will be rounded down to the nearest whole
number of New Ordinary Shares. Accordingly, Qualifying Holders will not be
entitled to any New Ordinary Shares unless they hold either at least three
existing Ordinary Shares or any amount of Loan Stock.
The New Ordinary Shares will rank pari passu with the existing issued Ordinary
Shares in all respects, including the right to receive all dividends and other
distributions declared, made or paid on or after the date of their issue. It is
expected that Admission will become effective and dealings in the New Ordinary
Shares, nil paid, will commence on 12 May 2005.
Mr Roditi, a controlling shareholder of Plantation & General Investments, and
Rovida Asset Management Limited and Rovida Estates Limited, which are associated
with him, have irrevocably undertaken to take up their full entitlements in
respect of the Rights Issue deriving from their combined holdings of 35,123,831
Ordinary Shares and #5,979,743 nominal of Loan Stock (approximately 67.81 per
cent. of the issued Ordinary Share capital - excluding the Acquisition Shares,
which do not rank for the Rights Issue - and 74.79 per cent. of the outstanding
Loan Stock at the date of this document). Except in respect of these rights, the
Rights Issue is underwritten by Rovida Holdings. Rovida Holdings will receive a
commission of one per cent. of the gross proceeds of the issue at the Issue
Price of the underwritten New Ordinary Shares. As stated above, Rovida Holdings
is wholly owned by the Zambezi Trust, of which Mr Roditi, is a beneficiary.
The remaining Directors (apart from Mr S.W. Wayne, who is only interested in the
Acquisition Shares, and Mr Roditi), who together have a beneficial interest in
233,678 Ordinary Shares and #29,709 nominal of Loan Stock (approximately 0.45
per cent. of the issued Ordinary Share capital (excluding the Acquisition
Shares) and 0.37 per cent. of the outstanding Loan Stock at the date of this
document) intend to take up at least as many of the New Ordinary Shares to which
they are entitled as can be paid for from the proceeds of sale of the balance of
their entitlements.
The Rights Issue is conditional upon the passing of the necessary resolutions at
the forthcoming Extraordinary General Meeting, upon the Underwriting Agreement
becoming unconditional in all respects (and not being terminated in accordance
with its terms) and upon Admission. If the Rights Issue does not become
unconditional, no New Ordinary Shares will be issued under the Rights Issue and
all monies received will be returned to Qualifying Holders without interest and
at their risk as soon as practicable thereafter.
In the event that Shareholders were not to pass the necessary resolutions at the
forthcoming Extraordinary General Meeting, which the Directors believe is
unlikely given that Mr Roditi has indicated that he intends to vote in favour of
them, then the Board would adopt an alternative approach, including a reduction
in capital expenditure projects, an increase in local borrowing by the Company's
overseas subsidiaries and an acceleration of divestments.
Further details of the Rights Issue, including the procedure for application and
payment and the procedure in respect of rights not taken up, are set out in the
Prospectus.
The latest time and date for acceptance and payment in full under the Rights
Issue is expected to be 11.00 a.m. on 2 June 2005.
New Ordinary Shares in certificated form and in uncertificated form
Qualifying Holders with a CREST participant ID and member account ID will be
able to take up New Ordinary Shares in uncertificated form. For Qualifying
Holders who wish to receive New Ordinary Shares in certificated form, definitive
share certificates are expected to be despatched by post by 13 June 2005.
Pending receipt of certificates in respect of such New Ordinary Shares,
transfers will be certified against the Company's register of members.
Change of name and adoption of new articles
The Board is of the opinion that, in view of the development of the Group and in
particular the proposed strategy for the Enlarged Group following the
Acquisition, the name Plantation & General Investments Plc would not in future
reflect the predominant business of the Company. The Board therefore proposes
that the Company's name be changed to PGI Group Plc and a special resolution to
this effect will be proposed at the Extraordinary General Meeting. A special
resolution is also to be proposed to adopt new articles of association of the
Company.
Extraordinary General Meeting
An Extraordinary General Meeting of the Company has been convened for 10.00 a.m.
on 11 May 2005 at Atlantic House, 50 Holborn Viaduct, London EC1A 2FG. In
addition to the Resolutions referred to above, Resolutions will be proposed to
increase the authorised share capital from #25,000,000 to #50,000,000 and to
confer specific authority on the Directors to allot New Ordinary Shares pursuant
to the Rights Issue, to change the Company's name to PGI Group Plc and to adopt
new articles of association.
Resolutions will also be proposed to renew the Board's general authority to
allot unissued Ordinary Shares and power to allot securities under this general
authority (and to sell for cash any treasury shares the Company may acquire)
otherwise than in accordance with Shareholders' statutory pre-emption rights.
These resolutions will be conditional on the adoption of the proposed new
articles of association and the implementation of the Rights Issue.
Recommendation
The Directors believe that the Rights Issue and the other proposals in this
document requiring Shareholders' approval are in the best interests of
Plantation & General Investments and its Shareholders as a whole. Mr Roditi
however has not participated in the Board's decision to propose the Rights Issue
to Qualifying Holders in view of Rovida Holdings' underwriting of the Rights
Issue. The Directors will unanimously recommend Shareholders to vote in favour
of the Resolutions, as the Directors and persons connected with them intend to
do in respect of the 41,522,509 Ordinary Shares (approximately 68.07 per cent.
of the current issued Ordinary Share capital) in respect of which they are
entitled to exercise the voting rights.
Listing particulars published by the Company containing details of the Rights
Issue, the Acquisition and the other matters referred to in this announcement
are expected to be posted to Shareholders today and Provisional Allotment
Letters are expected to be sent to Qualifying non-Crest Shareholders following
the EGM to be held on 11 May 2005.
Panmure Gordon & Co., Limited ("Panmure Gordon") which is regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
Plantation & General Investments Plc and no-one else in connection with the
Rights Issue and the matters described in this announcement and will not be
responsible to anyone other than Plantation & General Investments Plc for
providing the protections afforded to customers of Panmure Gordon, nor for
providing advice in relation to the Rights Issue or any matters referred to in
this announcement.
This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities.
This announcement does not constitute an offer of securities for sale in the
United States of America. Neither this announcement nor any copy of it may be
taken or distributed into the United States of America or distributed or
published, directly or indirectly, in the United States of America. Any failure
to comply with this restriction may constitute a violation of US securities law.
The securities referred to herein have not been and will not be registered under
the Securities Act, and may not be offered or sold in the United States unless
they are registered under the Securities Act or pursuant to an available
exemption therefrom. No public offering of securities of the Company is being
made in the United States of America.
This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy, subscribe or otherwise acquire shares in the
Company in Canada, Australia, Japan, the Republic of Ireland or in any
jurisdiction in which such offer or solicitation is unlawful and the information
contained herein is not for release, publication or distribution in whole or in
part in or into the Canada, Australia, Japan or the Republic of Ireland or in
any jurisdiction in which such publication or distribution is unlawful.
DEFINITIONS
The following principal definitions apply throughout this press release, unless
the context requires otherwise:
"Acquisition" the acquisition by the Company of an 80 per cent.
interest in Jensen Group pursuant to the Acquisition
Agreement
"Acquisition Shares" the 9.2 million ordinary shares allotted and issued
(fully paid) to Jensen Group Holdings in consideration
for the Acquisition
"Admission" admission of the Rights Issue Shares, (nil paid), to
the Official List of the UK Listing Authority and to
trading on London Stock Exchange's market for listed
securities becoming effective in accordance with the
Listing Rules and the London Stock Exchange's
Admission and Disclosure Standards.
"Board" or "Directors" the board of directors of Plantation & General
Investments Plc
"Company" or "Plantation Plantation & General Investments Plc
& General Investments"
"CREST" the relevant system (as defined in the Regulations) in
respect of which CRESTCo Limited is the Operator (as
defined in the Regulations)
"Enlarged Jensen Group" Jensen Group, Jensen Partners and Jensen Cayman
"Enlarged Group" Plantation & General Investments and its subsidiary
undertakings following completion of the Acquisition
"Extraordinary General the extraordinary general meeting of Plantation &
Meeting General Investments convened for 10.00 a.m. on 11 May
2005 (or any adjournment of it)
"Group" Plantation & General Investments and its subsidiary
undertakings
"Issue Price" 25 pence per New Ordinary Share
"Issue" the Rights Issue
"Jensen Group" Jensen Group, Inc., Jensen Enterprises, Inc. and CAC
Investments, Inc. (all Delaware corporations)
"Jensen Group Holdings" Jensen Group Holdings LLC, a Delaware limited
liability company wholly owned by Mr S.W. Wayne
"Jensen Partners" Jensen Partners LLC, a Delaware limited liability
company
"Listing Particulars" the listing particulars to be published by the Company
in connection with the Ordinary Shares issued or to be
issued pursuant to the Acquisition and the Rights
Issue
"Listing Rules" the Listing Rules of the UK Listing Authority made in
accordance with section 74 of the Financial Services
and Markets Act 2000
"Loan Stock" the 12 per cent. Convertible Unsecured Loan Stock 2006
of the company
"Loan Stockholders" the holders of the Loan Stock on the Company's Loan
Stock register
"London Stock Exchange" London Stock Exchange Plc
"New Ordinary Shares" the new Ordinary Shares which are the subject of the
Rights Issue
"Official List" the Official List of the UK Listing Authority
"Ordinary Shares" ordinary shares of 25 pence each in the capital of
Plantation & General Investments
"Panmure Gordon" Panmure Gordon & Co., Limited
"Provisional Allotment the renounceable provisional allotment letter to be
Letter" issued to Qualifying Non-CREST Shareholders by the
Company in respect of the New Ordinary Shares to be
provisionally allotted to them pursuant to the Rights
Issue
"Qualifying Holders" Shareholders (other than Mr S.W. Wayne) and Loan
Stockholders at the Record Date
"Qualifying CREST Qualifying Holders who hold Ordinary Shares or Loan
Holders" Stock in uncertificated form
"Qualifying non-CREST Qualifying Holders who hold Ordinary Shares or Loan
Holders Stock in certificated form
"Record Date" expected to be close of business on 9 May 2005
"Regulations" the Uncertified Securities Regulations 2001 (SI 2001/
3755)
"Rights Issue" the proposed offer by way of rights of New Ordinary
Shares to Qualifying Holders on the basis described in
this statement and, in the case of Qualifying
Non-CREST Holders, in the Provisional Allotment
Letters
"Rovida Holdings" Rovida Holdings Limited, a company incorporated in
Jersey under registered number 45231
"Shareholders" holders of Ordinary Shares on the register of members
of the Company
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland
UK Listing Authority the FSA acting in its capacity as the competent
authority under the FSMA
"uncertificated" or "in recorded on the Company's register of members or Loan
uncertificated form" Stock register as being held in uncertificated form in
CREST and title to which, by virtue of the
Regulations, may be transferred by means of CREST
"Underwriting the conditional agreement dated 14 April 2005 entered
Agreement" into by the Company and Rovida Holdings relating to
the Rights Issue
This information is provided by RNS
The company news service from the London Stock Exchange
END
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