BBHL BB Hldgs

RNS Number:0622Y
BB Holdings Ltd
07 February 2006

BB Holdings Limited



BB HOLDINGS LIMITED ANNOUNCES THE DEMERGER OF ONESOURCE SERVICES INC. BY MEANS
OF A DISTRIBUTION TO SHAREHOLDERS



Belize City, Belize, February 7, 2006 - BB Holdings Limited (NASDAQ: BBHL,
London: BBHL) ("BB Holdings") today announces a further reorganization of its
group to be effected by a demerger (the "Demerger") of its facilities services
businesses operating in the United States (the "US Facilities Services
Businesses") to shareholders of BB Holdings, through a dividend distribution of
shares in OneSource Services Inc. ("OneSource"). The Demerger is intended to
result in OneSource becoming the holding company for the US Facilities Service
Businesses and being admitted to trading on AIM in London.



Following the Demerger, BB Holdings will retain The Belize Bank Limited (the "
Belize Bank") and its equity interest in Grupo Agroindustrial CB, S.A. ("Numar
").  BB Holdings will continue to be listed on Nasdaq in the United States and
traded on AIM in the UK.



Background to the Demerger



In August 2005, BB Holdings reorganized its group by demerging its UK and
Ireland businesses into a new publicly-traded holding company, Carlisle Group
Limited. This announcement describes a further reorganization intended to
separate BB Holdings' remaining businesses and assets into two publicly-traded
companies. The objective of the Demerger is to enable BB Holdings to separate
its US Facilities Services Businesses from its Central American assets,
principally comprising the Belize Bank and its equity interest in Numar, so as
to create a distinct, publicly-traded company, OneSource, holding the US
Facilities Services Businesses.  The US Facilities Services Businesses currently
operate, to a significant extent, independently of the rest of the BB Holdings
group with a separate management team, a different customer base and separate
financing arrangements.



Following the Demerger, BB Holdings believes that OneSource will be in a
stronger position to manage and develop the US Facilities Services Businesses in
the markets in which they operate. The boards of BB Holdings and OneSource
regard the Demerger as an opportunity for OneSource to increase the value of the
US Facilities Services Businesses at a faster rate than would be possible under
the ownership of BB Holdings.



Basis of the Demerger



Conditional upon completion of the Demerger and admission of OneSource's
ordinary shares to trading on AIM, each BB Holdings shareholder will receive one
OneSource ordinary share for every 16 BB Holdings shares held at 4.00 p.m. (New
York Time) on February 17, 2006, which will be the record date for the
distribution. It is expected that the OneSource ordinary shares will be admitted
to trading on AIM on or about February 24, 2006 and that dealings will commence
on that date.



For any BB Holdings shareholder whose holding of BB Holdings shares is not
exactly divisible by 16, a fractional remainder will arise. All fractional
remainders will be aggregated and sold in the market by BB Holdings following
OneSource's admission to AIM.  The aggregate net cash proceeds of the sale of
such fractional remainders will be contributed by BB Holdings to OneSource
except where a BB Holdings shareholder holds less than 16 BB Holdings shares. In
this case, the aggregate net cash proceeds of the sale of such fractional
entitlements will be remitted to the relevant BB Holdings shareholders save that
such amounts of less than US$5 will not be distributed to BB Holdings
shareholders and will be contributed by BB Holdings to OneSource.



BB Holdings' Strategy



Following the Demerger, BB Holdings' priority will remain that of maximizing
shareholder value. Its strategy with respect to the Belize Bank's current
operations will be to maintain and develop the bank's dominant position as the
leading and largest banking institution in Belize by providing an increased
range of financial and non-financial products and services to individuals,
corporations and other customers.  BB Holdings may also, in due course, review
opportunities to expand its financial services business to certain parts of the
Caribbean or Central America.



The composition of the board of directors of BB Holdings will not change as a
result of the Demerger.



OneSource's Strategy



OneSource will continue to develop and grow the US Facilities Services
Businesses with the goal of maximizing shareholder value.



OneSource will pursue a number of ways to deliver strong performance including
organic growth, efficiency and cost improvement programmes as well as reviewing
selected acquisition opportunities and continually re-appraising its operations
for strategic fit with the needs of current and potential customers.  OneSource
will focus primarily on an organic growth strategy within the US outsourced
facilities services market. OneSource expects to find opportunities to drive
organic growth both by maintaining a sharp focus on customer retention and by
conducting a continual re-evaluation of customers' needs across its local,
regional and national customer portfolios. In addition, OneSource will strive to
maintain its position as a leading provider in the US facilities services
industry by continuing to use the technology solutions and infrastructure
available to it to provide customer care, services and costings more efficiently
to its customers.



Further Information



Full details of the Demerger and distribution will be contained in a circular to
BB Holdings' shareholders and an AIM admission document for OneSource, which
will be sent to BB Holdings' shareholders as soon as practicable.



Forward Looking Statements



Certain statements in this press release constitute 'forward looking statements'
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. In particular, statements contained herein regarding the consummation
and benefits of future acquisitions, as well as expectations with respect to
future revenues, operating efficiencies, net income and business expansion, are
subject to known and unknown risks, uncertainties and contingencies, many of
which are beyond the control of BB Holdings, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. Factors that might affect such forward looking
statements include among others, overall economic and business conditions, the
demand for BB Holdings' services, competitive factors, regulatory approvals and
the uncertainty of consummation of future acquisitions. Additional factors which
may affect BB Holdings' businesses and performance are set forth in submissions
by BB Holdings with the United States Securities and Exchange Commission (the
'SEC'), which are available without charge from the SEC at www.sec.gov





For further information contact:


BB Holdings                                           Makinson Cowell
Belize +501 227 7178                                  USA +1 212 994 9044
UK +44 (0)207 248 6700


Note: This and other press releases are available at the BB Holdings' web site:

http://www.bbholdingslimited.com



Ends


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