TIDMWTN TIDMEBG
RNS Number : 3002N
Western Coal Corporation
09 June 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 June 2010
Recommended proposal for the acquisition of Energybuild Group plc
by Western Coal Corp. ("Western")
to be implemented by means of a scheme of arrangement
under sections 895 to 899 of the Companies Act 2006
Summary
· The Energybuild Independent Directors and the Western Directors are
pleased to announce the terms of a recommended proposal ("Proposal") for the
acquisition by Western of all the outstanding issued ordinary share capital of
Energybuild not already held by the Western Group. It is intended that the
Proposal will be effected by way of a scheme of arrangement of Energybuild under
section 899 of the UK Companies Act 2006.
· Under the Proposal, Scheme Shareholders will receive 0.0833 new Western
Shares for every 1 Energybuild Share held.
· The Proposal values the entire issued ordinary share capital of
Energybuild at approximately GBP54.4 million and each Energybuild Share at
approximately 24.0 pence based on the Closing Price of one Western Share of 288
pence on 8 June 2010, being the last Dealing Day prior to the date of this
announcement.
· Based on the Closing Price of one Western Share of 288 pence on 8 June
2010, being the last Dealing Day prior to the date of this announcement, the
Proposal represents
- a premium of approximately 12.9 per cent. to the Closing Price of an
Energybuild Share of 21.25 pence on the same day; and
- a premium of approximately 26.1 per cent. to the average ratio of the
Closing Prices of a Western Share and an Energybuild Share for the one month
prior to the date of this announcement.
· The Energybuild Independent Directors, who have been so advised by
Arbuthnot Securities, consider the terms of the Proposal to be fair and
reasonable. In providing its advice to them, Arbuthnot Securities has taken into
account the commercial assessments of the Energybuild Independent Directors.
Further important background to the recommendation is given in the full
announcement.
· The Energybuild Independent Directors intend unanimously to recommend
that Energybuild Shareholders vote in favour of the resolution to approve the
Scheme to be proposed at the Court Meeting and vote in favour of the Special
Resolution to be proposed at the General Meeting.
· The Energybuild Independent Directors believe that the Proposal will give
Energybuild access to the substantial coal mining expertise within Western and
improve access to finance if required, thus underpinning Energybuild's future
development while allowing Energybuild shareholders to retain their exposure to
the coal mining industry through an investment in a larger more diversified
group.
* The Proposal will result in the integration of Energybuild into the Western
Group, simplifying Western's corporate structure and creating the opportunity to
apply Western's operational and financial resources to develop Energybuild. The
Proposal will result in the issuance of approximately 8.6 million New Western
Shares to Energybuild Shareholders representing approximately 3.1 per cent. of
Western's issued share capital as enlarged by this issue (excluding
approximately 72.1 million non-voting common shares owned by Cambrian Mining
Ltd, a wholly-owned subsidiary of Western).
· Irrevocable undertakings to vote in favour of the Scheme at the Court
Meeting and the resolution at the General Meeting have been secured from the
Energybuild Independent Directors and another Energybuild Shareholder in respect
of, in aggregate, 26,447,552 Energybuild Shares, representing approximately 25.8
per cent. of Energybuild's existing issued share capital not already held by the
Western Group and approximately 11.7 per cent. of Energybuild's total existing
issued share capital.
· Letters of intent to vote in favour of the Scheme at the Court Meeting
and the resolution at the General Meeting have also been provided by certain
Energybuild Shareholders in respect of the Energybuild Shares held by them as at
the record time for the Meetings. These shareholdings currently total, in
aggregate, 24,700,894 Energybuild Shares, representing approximately 24.1 per
cent. of Energybuild's existing issued share capital not already held by the
Western Group and approximately 10.9 per cent. of Energybuild's total existing
issued share capital.
· The Proposal will be put to Energybuild Shareholders (other than, in the
case of the Court Meeting, Western and any member of the Western Group) at the
Court Meeting and at the General Meeting, which are expected to be held during
July 2010. To become effective, the Scheme must be approved by a majority in
number of the holders of Energybuild Shares entitled to vote and present and
voting at the Court Meeting, either in person or by proxy, representing not less
than three fourths in value of the Scheme Shares that are voted at the Court
Meeting. In addition, a special resolution implementing the Scheme and
sanctioning the related reduction of share capital must be passed by Energybuild
Shareholders representing 75 per cent. of the votes cast at the General Meeting.
· It is expected that the Scheme Document will be posted during June 2010
(and in any event within 28 days of this announcement, unless otherwise agreed
with the Panel) and that the Scheme will become effective in August 2010,
subject to the satisfaction of the Conditions set out in Appendix I.
· Cenkos Securities is acting as financial adviser to Western and no one
else in connection with the Proposal. Arbuthnot is acting as financial adviser
to Energybuild and no one else in relation to the Proposal.
Keith Calder, CEO of Western, commented:
"Acquiring 100% of Energybuild fits in with our value accretive growth strategy.
With a tremendous coal resource base on which to build Energybuild upon, we
believe applying Western's considerable technical and financial strength will
help in developing the project faster and achieve shareholder value sooner for
Western shareholders."
Colin Cooke, Chairman of Energybuild, commented:
"This Proposal will assure Energybuild's future development by giving it
improved access to Western's greater coal expertise and financial resources.
Based on current share prices the terms provide a premium for Energybuild
shareholders and will allow them to retain their exposure to the coal mining
industry".
Enquiries in relation to Energybuild please contact:
+-------------+--------------+--------+
| Energybuild | | |
| Group Plc | +44 | |
| Colin Cooke | (0) | |
| / Rhidian | 1639 722 400 | |
| Davies | | |
+-------------+--------------+--------+
| Arbuthnot | | |
| Securities | +44 | |
| Limited | (0)20 | |
| James | 7012 2000 | |
| Steel / Ed | | |
| Groome | | |
+-------------+--------------+--------+
| St | | |
| Brides | +44 | |
| Media | (0)20 | |
| & | 7236 1177 | |
| Finance | | |
| Limited | | |
| Hugo de | | |
| Salis / | | |
| Paul | | |
| Youens | | |
+-------------+--------------+--------+
Enquiries in relation to Western please contact:
+---------------------------+------------------------+--------+
| Western | +1 604 694 2891 | |
| Coal | | |
| Corp. | | |
| David | | |
| Jan, | | |
| Director, | | |
| Investor | | |
| Relations | | |
| David.jan@westerncoal.com | | |
+---------------------------+------------------------+--------+
| Cenkos | | |
| Securities | +44 | |
| plc | (0)20 | |
| Nicholas | 7397 8900 | |
| Wells / | | |
| Ivonne | | |
| Cantu | | |
+---------------------------+------------------------+--------+
| Buchanan | | |
| Communications | +44 | |
| Bobby Morse / | (0)20 | |
| Katharine | 7466 5000 | |
| Sutton | | |
+---------------------------+------------------------+--------+
This summary should be read in conjunction with the full text of the attached
announcement of which it forms part (including the Appendices).
Terms used in this summary shall have the meaning given to them in the full
announcement. All times referred to are London times unless otherwise stated.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase or to subscribe for any
securities pursuant to the Proposal or otherwise or the solicitation of any vote
or approval in any jurisdiction. The Proposal will be made solely through the
Scheme Document and the Forms of Proxy, which will contain the full terms and
conditions of the Proposal, including details of how to vote in respect of the
Proposal. Any approval or other response to the Proposal should be made only on
the basis of the information in the Scheme Document. Energybuild Shareholders
are advised to read carefully the formal documentation in relation to the
Proposal once it has been dispatched.
The availability of the Proposal to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements.
Copies of this announcement are not being, and must not be, directly or
indirectly mailed or otherwise forwarded, distributed or sent in or into any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or otherwise send it
in, or into or from any such jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document.
This announcement has been prepared in accordance with English Law, the Takeover
Code and the AIM Rules and information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England. The Proposal will be subject to the Takeover Code, and to the
applicable rules and regulations of the Financial Services Authority and the
London Stock Exchange.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Energybuild Group and the Western Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve risks and uncertainties that could cause actual results to
differ materially from those expressed in the forward-looking statements. Many
of these risks and uncertainties relate to factors that are beyond the
companies' abilities to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements. Energybuild and Western assume
no obligation and do not intend to update these forward-looking statements,
except as required pursuant to applicable law.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting for Energybuild and no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Energybuild for providing the protections
afforded to customers of Arbuthnot Securities or for providing advice in
relation to the Proposal or any other matters referred to in this announcement.
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as financial adviser for
Western and no one else in connection with the Proposal and will not be
responsible to anyone other than Western for providing the protections afforded
to customers of Cenkos Securities or for providing advice in relation to the
Proposal or any matters referred to in this announcement.
The Western Directors accept responsibility for the information contained in
this announcement other than that relating to Energybuild, the Energybuild
Directors and members of their immediate families, related trusts and persons
connected with them. To the best of the knowledge and belief of the Western
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
The Energybuild Directors accept responsibility for the information contained in
this announcement which relates to Energybuild, themselves and their immediate
families, related trusts and connected persons only, save that only the
Energybuild Independent Directors accept responsibility for the recommendation
of the Proposal and any opinion attributable to the Energybuild Independent
Directors relating to such recommendation contained in this announcement. To
the best of the knowledge and belief of the Energybuild Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this document for which they take responsibility is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that the future earnings per share of the Enlarged Group for current or future
financial periods will necessarily match or exceed the historical or published
earnings per share of Western and/or Energybuild.
Neither the content of Western's or Energybuild's website (or any other website)
nor the content of any website accessible from hyperlinks on any such website is
incorporated into, or forms part of, this announcement.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer Period and,
if later, following the announcement in which any paper offeror is first
identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any paper
offeror. A Dealing Disclosure must contain details of the dealing concerned and
of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any paper
offeror, save to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified.
If you are in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the Panel's
Market Surveillance Unit on +44 (0)20 7638 0129.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 June 2010
Recommended proposal for the acquisition of Energybuild Group Plc
by Western Coal Corp.
to be implemented by means of a scheme of arrangement
under sections 895 to 899 of the Companies Act 2006
1. Introduction
The Energybuild Independent Directors and the Western Directors are pleased to
announce that they have reached agreement on the terms of a recommended proposal
for the acquisition by Western of all of the outstanding issued ordinary share
capital of Energybuild not already held by the Western Group. The Proposal is to
be effected by way of a scheme of arrangement of Energybuild which requires
approval by the Energybuild Shareholders (other than the Western Group) and the
sanction of the Court. Upon the Scheme becoming effective, Scheme Shareholders
will receive 0.0833 New Western Shares for every Scheme Share held. No fractions
of New Western Shares will be allotted.
2. Summary of the terms of the Proposal
The Proposal is to be effected by way of a UK Court sanctioned scheme of
arrangement of Energybuild under section 899 of the UK Companies Act 2006
involving a reduction of capital under section 641 of the UK Companies Act 2006.
The Scheme is subject to the Conditions and the further terms set out in
Appendix I of this document. If the Scheme becomes effective, the Scheme Shares
will be cancelled and Energybuild will become a wholly owned subsidiary of
Western.
In consideration for the cancellation of the Scheme Shares, Scheme Shareholders
will receive:
0.0833 New Western Shares for every 1 Scheme Share Held
The Proposal values the entire issued ordinary share capital of Energybuild at
approximately GBP54.4 million and each Energybuild Share at approximately 24.0
pence based on the Closing Price of one Western Share of 288 pence on 8 June
2010, being the last Dealing Day prior to the date of this announcement.
Based on the Closing Price of one Western Share of 288 pence on 8 June 2010,
being the last Dealing Day prior to the date of this announcement, the Proposal
represents:
- a premium of approximately 12.9 per cent. to the Closing Price of an
Energybuild Share of 21.25 pence on the same day;
- a premium of approximately 26.1 per cent. to the average ratio of the
Closing Prices of a Western Share and an Energybuild Share for the one month
prior to the date of this announcement;
- a premium of approximately 17.4 per cent. to the average ratio of the
Closing Prices of a Western Share and an Energybuild Share over the six months
prior to the date of this announcement; and
- a premium of approximately 59.9 per cent. to the price at which
Energybuild last raised GBP14.5 million of new equity in December 2009.
Assuming no further shares are issued by Energybuild prior to the Scheme
becoming effective, implementation of the Scheme would involve the issue by
Western of up to approximately 8.6 million New Western Shares for the existing
issued Energybuild Shares, excluding those already held by the Western Group.
This would represent approximately 3.1 per cent. of Western's issued share
capital as enlarged by this issue (excluding the Cambrian Shares which are
non-voting), or approximately 2.5 per cent. of Western's issued share capital as
enlarged by this issue (including the Cambrian Shares).
The Scheme will become effective upon the sanctioning by the UK Court of the
Scheme and of the Reduction of Capital and the delivery to the Registrar of
Companies of a copy of the Orders and, in relation to the Reduction of Capital,
the registration of such Order by the Registrar of Companies which, subject to
the Court's timetable, is expected to occur in August 2010.
Western will be a member of Energybuild on the Effective Date and accordingly
there will be no requirement under section 593 of the UK Companies Act 2006 for
an independent valuation. As its Energybuild Shares will not be Scheme Shares
which will be cancelled under the Proposal, Western is precluded from voting at
the Court Meeting and, accordingly, the Energybuild Shares held by Western (and
members of the Western Group) will not count towards the majorities required to
approve the Scheme. Western will, however, undertake to be bound by the Scheme.
Holders of Options/Warrants
The Scheme Document will contain appropriate information relevant to the holders
of Options and Warrants in Energybuild.
3. Irrevocable undertakings and letters of intent
Irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and the resolution at the General Meeting have been secured from the Energybuild
Independent Directors and another Energybuild Shareholder in respect of, in
aggregate, 26,447,552 Energybuild Shares, representing approximately 25.8 per
cent. of Energybuild's existing issued share capital not already held by the
Western Group and approximately 11.7 per cent. of Energybuild's total existing
issued share capital.
Letters of intent to vote in favour of the Scheme at the Court Meeting and the
resolution at the General Meeting have also been provided by certain Energybuild
Shareholders in respect of the Energybuild Shares held by them as at the record
time for the Meetings. These shareholdings currently total, in aggregate,
24,700,894 Energybuild Shares, representing approximately 24.1 per cent. of
Energybuild's existing issued share capital not already held by the Western
Group and approximately 10.9 per cent. of Energybuild's total existing issued
share capital.
Further details of the irrevocable undertakings and letters of intent are set
out in Appendix III.
4. Background to and reasons for recommending the Proposal
Despite the progress to date and the Energybuild Independent Directors'
continuing confidence in the future, Energybuild remains in a development phase.
The Energybuild Independent Directors continue to believe that the Company
remains on track to raise production to the targeted rate of 750,000 tonnes by
2013. However, Energybuild's ability to do this successfully and to sell its
coal at the prices anticipated depend on many factors. These include the
geology encountered in the mine, the ability to implement new production
techniques and ramp up production successfully, the outlook for the different
end markets for the Company's coal (particularly the steel industry) and the
course of future world coal prices. Many of these are outside the Company's
control.
Energybuild's ability to raise finance other than through an issue of new equity
or an equity-linked instrument remains limited. Although its plans do not
currently envisage a need for additional finance, adverse events could force the
need to scale back development or raise additional funding at some stage. The
Company's last fundraising in December 2009 was successfully concluded with the
support of Western. If additional capital was to be required at some future
stage, there can be no assurance that such finance would be forthcoming or
forthcoming on acceptable terms.
If approved, the Proposal will give the Company access to the substantial coal
mining expertise available within Western and improve access to finance if
required. At the same time Western's greater size and ability to absorb the
impact of unexpected events should allow Energybuild to accelerate the
development of the Aberpergwym mine.
Western currently owns 54.7 per cent. of Energybuild's issued share capital.
The Proposal offers Energybuild Shareholders the opportunity to retain their
exposure to the coal mining industry and to exchange their Energybuild Shares
for more liquid, albeit more volatile, Western shares The proposed terms
represent a premium of approximately 12.9 per cent. to the ratio of the Closing
Prices of Western Shares and Energybuild Shares on 8 June 2010, being the last
Dealing Day prior to the date of this announcement, and a premium of
approximately 17.4 per cent. to the average ratio of the Closing Prices of
Western Shares and Energybuild Shares over the six months prior to the date of
this announcement.
5. Recommendation
The Energybuild Independent Directors, having been so advised by Arbuthnot
Securities, consider the terms of the Proposal to be fair and reasonable. In
providing its advice to the Energybuild Independent Directors, Arbuthnot
Securities has taken into account the commercial assessments of the Energybuild
Independent Directors.
The Energybuild Independent Directors intend unanimously to recommend that (i)
Energybuild Shareholders (excluding Western and members of the Western Group)
vote in favour of the resolution to approve the Scheme to be proposed at the
Court Meeting and (ii) Energybuild Shareholders vote in favour of the Special
Resolution to be proposed at the General Meeting.
As an officer of Western and a director of Energybuild, Braam Jonker is deemed
to be a non-independent director of Energybuild and consequently will not vote
on any resolutions of the Energybuild Independent Directors to recommend the
Proposal.
Energybuild Shareholders considering voting in favour of the Scheme are referred
to the investment considerations which will be set out in the Scheme Document.
If you are in any doubt as to the action you should take, you should seek your
own financial advice from an independent financial adviser.
6. Information on Energybuild
Energybuild is an AIM quoted developer and producer of Welsh anthracite and
surface mined coal. The Company is presently developing the Aberpergwm mine and
adjoining underground anthracite coal reserves and resources located in the
Neath and Dulais Valleys of South Wales. The mine has a proven and probable
coal reserve of 6.8 million tonnes and estimated recoverable inferred coal
resource of 36.9 million tonnes. Energybuild also operates the nearby Nant y
Mynydd and Forest Quarry surface opencast coal and stone mining areas and has
identified further possible opencast sites within the Aberpergwm surface lease
for potential development.
In its audited results for the nine months to 31 March 2010 announced this
morning, Energybuild reported a profit before tax of GBP0.2 million (year to 30
June 2009: GBP1.9 million) on revenues of GBP6.8 million (year to 30 June 2009:
GBP16.4 million) and earnings per share of 0.08p (year to 30 June 2009:
1.0131p). As at 31 March 2010 Energybuild had audited net assets of GBP33.8
million and net cash and cash equivalents of GBP5.0 million. Further financial
information in relation to Energybuild will be included in the Scheme Document.
7. Information on Western
Western is a producer of high quality metallurgical and thermal coal from mines
in northeast British Columbia (Canada) and West Virginia (USA). Over the next
three years, Western has organic growth plans to produce over 10 million tonnes
per year. Western has a 20+ year coal reserve base.
The coal properties in British Columbia have over 127 million tonnes of reserves
and over 230 million tonnes of resources. The coal properties in West Virginia
have over 47 million tons (short) of reserves and 92 million tons (short) of
resources.
Western's British Columbia mines are:
· Perry Creek Mine on the Wolverine property is a surface mine that has the
potential to produce 2.0 Mt/a of hard coking coal.
· Brule Mine on the Brazion property is a surface mine that has the
potential to produce 2.0 Mt/a.
· Willow Creek Mine on the Brazion property is a surface mine that has the
potential to currently produce 0.9 Mt/a of low-vol PCI. The current mine plan is
under review with plans to increase production to over 1.8 Mt/a of both low-vol
PCI and hard coking coal.
· Western also has a 50% joint venture interest in the Belcourt-Saxon
properties. A technical report has been completed on the Belcourt property which
indicates that property can support production of at least 4.0 Mt/a. Further
studies on the Saxon property will be required.
Western's West Virginia mines are:
· Maple Coal operates both a surface and an underground mine, which
combined have the capacity to produce over 2.0 million short tons per year. The
underground mine produces coking coal, while the surface mine produces thermal
coal.
· Gauley Eagle operates both a surface and an underground mine, which
combined have the capacity to produce 1.5 million short tons per year. The
underground mine produces semi-soft coking coal, while the surface mine produces
thermal coal.
For the nine months ended 31 December 2009 Western reported net income of C$29.6
million on sales of C$302.0 million and basic earnings per share of C$0.13.
Western reported net income of C$214.5 million on sales of C$586.1 million and
basic earnings per share of C$1.17. Financial information on Western will be
included in the Scheme Document.
Western expects to report its audited results for the year to 31 March 2010 on
10 June 2010.
8. Management and employees
The board of directors of Western has given assurances to the board of directors
of Energybuild that, following the Scheme becoming effective, the existing
employment rights of all management and employees of the Energybuild Group will
be fully safeguarded. There are no plans to change the principal office
location of Energybuild.
9. Structure of the Scheme
The Proposal is to be effected by way of a scheme of arrangement. The Scheme is
an agreement between Energybuild and the holders of Scheme Shares (as defined in
the Scheme) under section 899 of the Companies Act 2006 and is subject to the
sanction of the Court.
It is proposed that, under the Scheme, all the Scheme Shares in issue prior to
the Voting Record Time will be cancelled and that the reserve arising from such
cancellation will be applied in paying up in full a number of new Energybuild
Shares (having the same aggregate nominal value as is equal to the aggregate
nominal value of the Scheme Shares cancelled) and issuing them to Western in
consideration for which the holders of the cancelled Scheme Shares will receive
New Western Shares on the basis set out below. Any further Scheme Shares issued
before the Scheme Record Time and in respect of which the holders are or have
consented to be bound by the Scheme will also be subject to the Scheme.
Scheme Shareholders who are on the register of members of Energybuild at the
Scheme Record Time will receive 0.0833 New Western Shares for every 1
Energybuild Share. No fractions of New Western Shares will be allotted.
Energybuild Shares issued after the Scheme Record Time will not be subject to
the Scheme. Accordingly, it is proposed that the Articles be amended so that
Energybuild Shares issued after the Scheme Record Time (other than to Western or
a nominee of Western) will be automatically acquired by Western or a nominee of
Western on the same terms as under the Scheme.
Any Energybuild Shares issued to holders of Options and Warrants on exercise of
their Options and Warrants after the Scheme Record Time will not be included in
the Scheme and such holders of Options or Warrants will not be bound by the
Scheme. The amendments to the Articles to be proposed at the General Meeting
will provide that any person acquiring Energybuild Shares after the Scheme
Record Time will be required to transfer them to Western on the basis that they
will receive the same number of New Western Shares to which they would have been
entitled had their shares been subject to the Scheme.
It is expected that the Scheme will become effective in August 2010. The Scheme
is subject to the Conditions and certain further terms referred to in Appendix 1
to this document. In particular, the Scheme requires the approval of
Energybuild Shareholders (other than Western and members of the Western Group)
by the passing of a resolution at the Court Meeting. The resolution must be
approved by a majority in number of the Energybuild Shareholders entitled to
vote and present and voting, either in person or by proxy, representing not less
than three fourths in value of the Energybuild Shares held by such Energybuild
Shareholders.
Implementation of the Scheme will also require the passing of the Special
Resolution (requiring the approval of Energybuild Shareholders representing at
least 75 per cent. of the votes cast at the General Meeting, which will be held
immediately after the Court Meeting).
Following the Meetings, the Scheme and the related Reduction of Capital must be
sanctioned by the Court and will only become effective upon delivery to the
Registrar of Companies of a copy of the Order sanctioning the Scheme and, in
relation to the Reduction of Capital, the registration of such Order by the
Registrar of Companies.
If the Scheme becomes effective, the terms will be binding on all Scheme
Shareholders irrespective of whether or not they attended or voted in favour of
the Scheme at the Court Meeting or in favour of the Special Resolution at the
General Meeting.
10. Cancellation of admission of Energybuild Shares to trading on AIM
Prior to, and subject to, the Scheme becoming effective, the London Stock
Exchange will be requested to cancel trading in Energybuild Shares on AIM. The
last day for dealings in Energybuild Shares on the AIM market of the London
Stock Exchange is expected to be the Business Day immediately prior to the
Effective Date and no transfers will be registered after 6:00 p.m. on that date.
On the Effective Date, share certificates in respect of the Energybuild Shares
will cease to be valid and should be destroyed. In addition, entitlements to
Energybuild Shares held within the CREST system will be cancelled on the
Effective Date.
Upon completion of the Proposal, Western Shares will continue to be admitted to
trading on AIM and listed on the Toronto Stock Exchange.
11. Disclosure of interests in Energybuild
As at the close of business on 8 June 2010, being the last practicable Business
Day prior to the date of this announcement, the Western Group held 124,006,667
ordinary shares in Energybuild, representing 54.7 per cent. of the issued share
capital of Energybuild.
Save as referred to above, none of Western (nor any of the Western Directors),
nor, so far as Western is aware, any person deemed to be acting in concert with
Western, has any interest in or right to subscribe for any Energybuild Shares or
any securities convertible or exchangeable into Energybuild Shares (including
pursuant to any long exposure, whether conditional or absolute, to changes in
the prices of securities) or any rights to subscribe for or purchase the same,
or holds any options (including traded options) in respect of, or has any option
to acquire, any Energybuild Shares or has entered into any derivatives
referenced to Energybuild Shares ("Relevant Energybuild Securities") which
remain outstanding, nor does any such person hold any short positions in
relation to Relevant Energybuild Securities (whether conditional or absolute and
whether in the money or otherwise) including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery, nor does any such person have any
arrangement in relation to Relevant Energybuild Securities. An "arrangement"
also includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant
Energybuild Securities which may be an inducement to deal or refrain from
dealing in such securities.
"Interests in securities" is further explained in the paragraph headed
Disclosure requirements of the Takeover Code in the summary to this
Announcement.
Western confirms that it will today be making an Opening Position Disclosure
pursuant to Rule 8.1(a) of the Takeover Code.
12. Overseas shareholders
The making of the Proposal in, or to persons resident in, or to nationals or
citizens of, jurisdictions outside the United Kingdom or to nominees of, or
custodians or trustees for, citizens or nationals of other countries ("Overseas
Shareholders") may be prohibited or affected by the laws of the relevant
jurisdictions.
Overseas Shareholders should inform themselves about, and observe, any
applicable requirements in the relevant jurisdiction. It is the responsibility
of each Overseas Shareholder to satisfy himself as to the full observance of the
laws of the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents which may be
required, or the compliance with other necessary formalities which are required
to be observed and the payment of any issue, transfer or other taxes due in such
jurisdiction. Any such Overseas Shareholder will be responsible for any such
issue, transfer or other taxes or duties by whomsoever payable and Western
and/or Energybuild (and any person acting on behalf of Western or Energybuild)
shall be fully indemnified and held harmless by such Overseas Shareholder for
any such issue, transfer or other taxes or duties or other requisite payments as
Western and/or Energybuild (and any person acting on behalf of Western or
Energybuild) may be required to pay.
Further details in relation to overseas shareholders will be contained in the
Scheme Document.
13. Issued share capital
As at close of business on 8 June 2010, Energybuild confirms that it has
226,666,667 ordinary shares in issue (ISIN reference number GB00B1Z47571).
As at close of business on 8 June 2010, Western confirms that it has 336,359,383
shares in issue (including 72,122,826 Western Shares owned by Cambrian Mining
Ltd, a wholly-owned subsidiary of Western) (ISIN reference number CA95801T1075).
Western is being advised by Cenkos Securities and its legal advisers are Trowers
& Hamlins LLP. Energybuild is being advised by Arbuthnot Securities and its
legal advisers are Charles Russell LLP.
14. General
This announcement is not intended to and does not constitute, or form part of,
any offer to sell or invitation to purchase, otherwise acquire, subscribe, sell
or otherwise dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposal or otherwise. The
Proposal will be made solely through the Scheme Document and the Forms of Proxy,
which will contain the full terms and conditions of the Proposal, including
details of how to vote in respect of the Proposal. Any acceptance of or other
response to the Proposal should be made only on the basis of the information in
the Scheme Document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by law, the companies involved in the Proposal disclaim
any responsibility or liability for the violation of such restrictions by any
person.
This announcement has been prepared for the purpose of complying with English
law, the Takeover Code and the AIM Rules, and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the Scheme Document and/or any
other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction before taking any action.
This announcement, including information included or incorporated by reference
in this announcement, may contain "forward-looking statements" concerning the
Energybuild Group and the Western Group. Generally, the words "will", "may",
"should", "continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Energybuild and Western assume no obligation
and do not intend to update these forward-looking statements, except as required
pursuant to applicable law.
Cenkos Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Western and no one
else in connection with the Proposal and will not be responsible to anyone other
than Western for providing the protections afforded to customers of Cenkos
Securities, nor for providing advice in relation to the Proposal or any other
matters referred to in this announcement.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority in the UK, is acting for Energybuild and no one
else in connection with the Proposal and will not be responsible to anyone other
than Energybuild for providing the protections afforded to customers of
Arbuthnot Securities nor for providing advice in relation to the Proposal or any
other matters referred to in this announcement.
The Proposal will be subject to the Conditions and certain further terms set out
in Appendix I and the further terms and conditions set out in the Scheme
Document when issued.
The bases and sources of certain information contained in this Announcement are
set out in Appendix II.
Appendix III contains details of those persons who have given irrevocable
undertakings or letters of intent to vote in favour of the Proposal.
Appendix IV contains the definitions of terms used in this announcement.
In accordance with Rule 19.11 of the Takeover Code and AIM Rule 26, a copy of
this Announcement will be published on the following websites:
www.energybuild.co.uk and www.westerncoal.com
Appendix I
Conditions to Implementation of the Proposal
1. The Proposal is conditional upon the Scheme becoming unconditional
and becoming effective, subject to the Takeover Code, by not later than 30
September 2010 or such later date (if any) as Energybuild and Western may, with
the consent of the Panel, agree and the Court may allow. The Scheme is
conditional upon:
(a) the approval by a majority in number of the holders of
Energybuild Shares entitled to vote and present and voting, either in person or
by proxy, at the Court Meeting (or any adjournment thereof), representing three
fourths in value of the Energybuild Shares of such holders;
(b) the resolutions set out in the notice of the General
Meeting required to approve and implement the Scheme being duly passed by the
requisite majority at the General Meeting (or any adjournment thereof);
(c) the Court Sanction being obtained (with or without
modifications, but subject to any such modifications being on terms acceptable
to Energybuild and Western) and a copy of the Order being delivered for
registration to the Registrar of Companies;
(d) confirmation of the Reduction of Capital by the Court
(with or without modification, but subject to any such modifications being on
terms acceptable to Energybuild and Western), and a copy of the Reduction Court
Order and a minute of such reduction attached thereto being filed with the
Registrar of Companies and registered by him; and
(e) admission of the New Western Shares to trading on AIM
becoming effective in accordance with the AIM Rules or if Western so determines
(subject to the consent of the Panel) the London Stock Exchange agreeing to
admit such shares to trading on AIM subject to the allotment of such New Western
Shares and/or the Scheme becoming or being declared unconditional in all
respects;
(f) permission being granted for the admission of the New
Western Shares to listing and posting for trading on the TSX.
2. Western and Energybuild have also agreed that, subject to sections 3
and 4 below, the Scheme is conditional upon the following matters, and,
accordingly, the necessary action to make the Scheme effective will not be taken
unless such Conditions (as amended if appropriate) have been satisfied or
waived:
(a) Authorisations
(i) all Authorisations in any jurisdiction
which Western or Energybuild reasonably deem necessary for or in respect of the
Proposal, its implementation or any acquisition of any shares in Energybuild or
any other member of the Wider Energybuild Group by any member of the Wider
Western Group having been obtained in terms and in a form satisfactory to
Western and Energybuild acting reasonably from any relevant person or authority
or from any person or body with whom any member of the Wider Energybuild Group
or Wider Western Group has entered into contractual arrangements (which are
material in the context of the Western Group or the Energybuild Group, as
applicable) and all such Authorisations remaining in full force and effect and
there being no intimation of any intention to revoke or not renew the same; and
(ii) all material Authorisations necessary to
carry on the business of (a) any member of the Wider Energybuild Group and (b)
any member of the Wider Western Group remaining in full force and effect and
there being no notification of any intention to revoke or not to renew the same;
and
(iii) all necessary filings, or applications
having been made and all applicable waiting and other periods (including
extensions of such periods) having expired, lapsed or been terminated and all
applicable statutory or regulatory obligations in any jurisdiction in respect of
the Proposal having been complied with, in each case, in respect of the
acquisition of any shares in Energybuild by Western.
(b) Regulatory Intervention
Save as Disclosed, no government or governmental,
quasi-governmental, supranational, statutory or regulatory body or association,
institution or agency (including any trade agency) or any court or other body
(including any professional or environmental body) or person in any relevant
jurisdiction (each a "Relevant Authority") having taken, instituted, implemented
or threatened any legal proceedings, or having required any action to be taken
or otherwise having done anything or having enacted, made or proposed any
statute, regulation, order or decision or taken any other step and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might reasonably be expected to (in each case to an extent which is
material and adverse in the context of the Wider Energybuild Group or the Wider
Western Group (as the case may be) taken as a whole):
(i) make the Proposal, its implementation or
the acquisition or proposed acquisition of any shares in, or management of, the
Wider Energybuild Group by Western illegal, void or unenforceable under the laws
of any relevant jurisdiction; or
(ii) prevent, prohibit or otherwise restrict,
restrain, delay or interfere with the implementation of, or impose additional
conditions or obligations with respect to or otherwise challenge or require
amendment of, the Proposal or the proposed acquisition of Energybuild by Western
or any acquisition of Energybuild Shares by Western; or
(iii) require, prevent or delay the divestiture
(or alter the terms of any proposed divestiture), by Western of any shares or
other securities in Energybuild; or
(iv) impose any limitation on the ability of any
member of the Wider Western Group to acquire or hold or exercise effectively,
directly or indirectly, any rights of ownership of shares or other securities or
the equivalent in any member of the Wider Energybuild Group or to exercise
management control over any member of the Wider Energybuild Group taken as a
whole; or
(v) require, prevent or delay the disposal by
Western or any member of the Wider Western Group or Energybuild or any member of
the Wider Energybuild Group, of all or any part of their respective businesses,
assets or properties or impose any limitation on the ability of any of them to
conduct their respective businesses or own their respective assets or
properties; or
(vi) require any member of the Wider Western
Group to offer to acquire any shares or other securities (or the equivalent) in
any member or any other assets of the Wider Energybuild Group owned by any third
party (in each case, other than in implementation of the Proposal); or
(vii) impose any material limitation on the
ability of any member of the Wider Western Group or the Wider Energybuild Group
to integrate or co-ordinate its business, or any part of it, with the businesses
or any part of the businesses of any other member of the Wider Energybuild
Group; or
(viii) result in any member of the Wider Western
Group or the Wider Energybuild Group ceasing to be able to carry on business
under any name under which it presently does so; or
(ix) (save as related to matters that generally
affect entities conducting similar businesses) otherwise adversely affect any or
all of the businesses, assets or financial condition or trading position or
profits or prospects of any member of the Wider Energybuild Group;
and all applicable waiting and other time periods during
which any such Relevant Authority in any relevant jurisdiction could institute,
or implement or threaten any legal proceedings, having expired, lapsed or been
terminated.
(c) Consequences of the Proposal
Save as Disclosed, there being no provision of any agreement to which any member
of the Wider Energybuild Group is a party, or by or to which any such member, or
any part of their assets, is or may be bound, entitled or subject, which would
as a consequence of the Proposal or of the acquisition or proposed acquisition
of all or any part of the issued share capital of, or change of management of,
Energybuild or any other member of the Energybuild Group result in (in each case
to an extent which is material and adverse in the context of the Wider
Energybuild Group taken as a whole):
(i) any material assets or interests of any member of the Wider
Energybuild Group being or failing to be disposed of or charged in any way or
ceasing to be available to any member of the Wider Energybuild Group or any
rights arising under which any such asset or interest could be required to be
disposed of or charged in any way or could cease to be available to any member
of the Wider Energybuild Group; or
(ii) any monies borrowed by, or other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider Energybuild
Group being or becoming repayable or capable of being declared repayable
immediately or earlier than the repayment date stated in such agreement or the
ability of such member of the Wider Energybuild Group to incur any such
borrowing or indebtedness becoming or being capable of becoming withdrawn,
inhibited or prohibited; or
(iii) any such agreement or the rights, liabilities, obligations or
interests of any such member under it being terminated or materially and
adversely modified or affected or any onerous obligation arising or any material
adverse action being taken under it; or
(iv) the interests or business of any such member in or with any third
party (or any arrangements relating to any such interests or business) being
terminated or adversely modified or affected; or
(v) the financial or trading position or prospects or value of any
member of the Wider Energybuild Group being materially prejudiced or materially
and adversely affected; or
(vi) the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any member of the
Wider Energybuild Group or any such security (whenever arising or having arisen)
becoming enforceable or being enforced; or
(vii) any member of the Wider Energybuild Group ceasing to be able to
carry on business under any name under which or on the terms on which it
currently does so or any person presently not able to carry on business under
any name under which any member of the Wider Energybuild Group currently carries
on business becoming able to do so; or
(viii) the creation of actual or contingent material liabilities by any
member of the Wider Energybuild Group other than in the ordinary course of
trading; or
(ix) the ability of any member of the Wider Energybuild Group to carry on
its business being materially and adversely affected,
and no event having occurred which, under any provision of any such agreement to
which any member of the Wider Energybuild Group is a party, or by or to which
any such member, or any of its assets, may be bound, entitled or subject above,
could result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (ix) above inclusive.
(d) No Corporate Action Taken Since the Accounting Date (Energybuild)
Since the Accounting Date, save as otherwise Disclosed or pursuant
to transactions in favour of Energybuild or a subsidiary of Energybuild or in
connection with the Proposal, no member of the Wider Energybuild Group having
(in each case to an extent which is material and adverse in the context of the
Wider Energybuild Group taken as a whole):
(i) issued or agreed to issue or authorised or proposed
the issue or grant of additional shares of any class or securities convertible
into or exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares or convertible securities (save for the issue of
Energybuild Shares on the exercise of Disclosed Energybuild share options or
warrants or pursuant to the Employee Share Plan); or
(ii) redeemed, purchased, repaid or reduced or announced
the redemption, purchase, repayment or reduction of any part of its share
capital or other securities or made, authorised or proposed or announced the
making of any other change to its share or loan capital; or
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus issue or other distribution
whether payable in cash or otherwise, other than dividends lawfully paid to
Energybuild or wholly owned subsidiaries of Energybuild; or
(iv) (save for transactions between two or more members of
the Energybuild Group) merged or demerged with or from, or acquired, any body
corporate or authorised or proposed or announced any intention to propose any
such merger or demerger; or
(v) other than in the ordinary course of business,
acquired or disposed of, transferred, mortgaged or charged, or created or
granted any security interest over, any material assets (including shares and
trade investments) or authorised or proposed or announced any intention to
propose any acquisition, disposal, transfer, mortgage, charge or creation or
grant of any such security interest; or
(vi) (save for transactions between two or more members of
the Energybuild Group) issued or authorised or proposed the issue of any
debentures or incurred or increased any borrowings, indebtedness or liability
(actual or contingent); or
(vii) entered into or varied, or authorised or proposed the
entry into or variation of, or announced its intention to enter into or vary,
any transaction, arrangement, contract or commitment (whether in respect of
capital expenditure or otherwise) which is of a long term, onerous or unusual
nature or magnitude and/or which is restrictive to the existing business of any
member of the Wider Energybuild Group (other than to a nature and extent which
is normal in the context of the business concerned) which is in any such case
material in the context of the Wider Energybuild Group taken as a whole; or
(viii) entered into, implemented, effected, authorised or
proposed or announced its intention to enter into, implement, effect, authorise
or propose any material contract, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement other than in the ordinary course
of business; or
(ix) waived or compromised any material claim (other than
in the ordinary course of business); or
(x) entered into or varied or made any offer (which
remains open for acceptance) to enter into or vary the terms of any material
contract with any of the directors or senior executives of Energybuild or any of
the directors or senior executives of any other member of the Wider Energybuild
Group; or
(xi) taken or proposed any corporate action or had any
legal proceedings instituted or threatened against it or petition presented for
its winding-up (voluntary or otherwise), dissolution or reorganisation or for
the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer of all or any material part of its assets and revenues or for
any analogous proceedings or steps in any jurisdiction or for the appointment of
any analogous person in any jurisdiction; or
(xii) been unable, or admitted in writing that it is unable,
to pay its debts or has stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business; or
(xiii) made any material alteration to its memorandum or
articles of association, or other incorporation documents; or
(xiv) entered into any agreement or passed any resolution or
made any offer (which remains open for acceptance) or proposed or announced any
intention with respect to any of the transactions, matters or events referred to
in this condition 2(d) other than in the ordinary course of business.
(e) Other Events Since the Accounting Date (Energybuild)
In the period since the Accounting Date, save as Disclosed:
(i) no litigation or arbitration proceedings,
prosecution, investigation or other legal proceedings having been announced,
instituted, threatened or remaining outstanding by, against or in respect of,
any member of the Wider Energybuild Group or to which any member of the Wider
Energybuild Group is or may become a party (whether as claimant, defendant or
otherwise) which in any case, would be likely to have a material adverse effect
on the financial position of the Wider Energybuild Group; and
(ii) no event, change or condition has occurred or become
known to Energybuild in the business or assets or financial or trading position,
assets, liabilities or profits or prospects of any member of the Wider
Energybuild Group which is material in the context of the Wider Energybuild
Group taken as a whole; and
(iii) no enquiry or investigation by, or complaint or
reference to, any relevant person or authority against or in respect of any
member of the Wider Energybuild Group having been threatened, announced,
implemented or instituted or remaining outstanding by, against or in respect of,
any member of the Wider Energybuild Group which in any case, would be likely to
have a material adverse effect on the financial position of the Wider
Energybuild Group taken as a whole; and
(iv) no contingent or other liability having arisen or
become apparent or increased which in any case, would be likely to have a
material adverse effect on the financial position of the Wider Energybuild Group
taken as a whole.
(f) No Corporate Action Taken Since the Accounting Date (Western)
Since the Accounting Date, save as otherwise
Disclosed or pursuant to transactions in favour of Western or a wholly owned
subsidiary of Western in connection with the Proposal, no member of the Wider
Western Group having (in each case to an extent which is material and adverse in
the context of the Wider Western Group taken as a whole):
(i) issued or agreed to issue or authorised or
proposed the issue or grant of additional shares of any class or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities (save for
the issue of Western Shares on the exercise of Disclosed Western options or
warrants; or
(ii) redeemed, purchased, repaid or reduced or
announced the redemption, purchase, repayment or reduction of any part of its
share capital or other securities or made authorised or proposed or announced
the making of any other change to its share or loan capital; or
(iii) recommended, declared, paid or made or
proposed to recommend, declare, pay or make any dividend, bonus issue or other
distribution whether payable in cash or otherwise, other than dividends lawfully
paid to Western or wholly owned subsidiaries of Western; or
(iv) (save for transactions between two or more
members of the Western Group) merged or demerged with or from, or acquired, any
body corporate or authorised or proposed or announced any intention to propose
any such merger or demerger; or
(v) other than in the ordinary course of
business acquired or disposed of, transferred, mortgaged or charged, or created
or granted any security interest over, any material assets (including shares and
trade investments) or authorised or proposed or announced any intention to
propose any acquisition, disposal, transfer, mortgage, charge or creation or
grant of any such security interest; or
(vi) (save for transactions between two or more
members of the Western Group) issued or authorised or proposed the issue of any
debentures or incurred or increased any borrowings, indebtedness or liability
(actual or contingent); or
(vii) entered into or varied, or authorised or
proposed the entry into or variation of, or announced its intention to enter
into or vary, any transaction, arrangement, contract or commitment (whether in
respect of capital expenditure or otherwise) which is of a long term, onerous or
unusual nature or magnitude and/or which is restrictive to the existing business
of any member of the Wider Western Group (other than to a nature and extent
which is normal in the context of the business concerned) which is in any such
case material in the context of the Wider Western Group taken as a whole; or
(viii) entered into, implemented, effected,
authorised or proposed or announced its intention to enter into, implement,
effect, authorise or propose any material contract, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement other than
in the ordinary course of business; or
(ix) waived or compromised any material claim
(other than in the ordinary course of business); or
(x) entered into or varied or made any offer
(which remains open for acceptance) to enter into or vary the terms of any
material contract with any of the directors or senior executives of Western or
any of the directors or senior executives of any other member of the Wider
Western Group; or
(xi) taken or proposed any corporate action or
had any legal proceedings instituted or threatened against it or petition
presented for its winding-up (voluntary or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer of all or any material part
of its assets and revenues or for any analogous proceedings or steps in any
jurisdiction or for the appointment of any analogous person in any jurisdiction;
or
(xii) been unable, or admitted in writing that it
is unable, to pay its debts or has stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business; or
(xiii) made any material alteration to its notice
of articles, or articles or other incorporation documents; or
(xiv) entered into any agreement or passed any
resolution or made any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions, matters or
events referred to in this condition 2(f) other than in the ordinary course of
business.
(g) Other Events Since the Accounting Date (Western)
In the period since the Accounting Date, save as Disclosed:
(i) no litigation or arbitration proceedings,
prosecution, investigation or other legal proceedings having been announced,
instituted, threatened or remaining outstanding by, against or in respect of,
any member of the Wider Western Group or to which any member of the Wider
Western Group is or may become a party (whether as claimant, defendant or
otherwise) which in any case, would be likely to have a material adverse effect
on the financial position of the Wider Western Group; and
(ii) no event, change or condition has occurred
or become known to Western in the business or assets or financial or trading
position, assets, liabilities or profits or prospects of any member of the Wider
Western Group which is material in the context of the Wider Western Group taken
as a whole; and
(iii) no enquiry or investigation by, or
complaint or reference to, any relevant person or authority against or in
respect of any member of the Wider Western Group having been threatened,
announced, implemented or instituted or remaining outstanding by, against or in
respect of, any member of the Wider Western Group which in any case, would be
likely to have a material adverse effect on the financial position of the Wider
Western Group taken as a whole; and
(iv) no contingent or other liability having
arisen or become apparent or increased which in any case, would be likely to
have a material adverse effect on the financial position of the Wider Western
Group taken as a whole.
(h) Other Issues (Energybuild)
Save as Disclosed, Western not having discovered that (in each case to an extent
which is material and adverse in the context of the Wider Energybuild Group
taken as a whole):
(i) the financial, business or other information disclosed at any time
by any member of the Wider Energybuild Group whether publicly or in the context
of the Proposal either contained a material misrepresentation of fact or omitted
to state a fact necessary to make the information disclosed not misleading in
any material respect; or
(ii) any past or present member of the Wider Energybuild Group has
failed to comply with any applicable legislation or regulations of any relevant
jurisdiction with regard to the release of any contaminant, or that there has
otherwise been any such release (whether or not the same constituted
noncompliance by any person with any such legislation or regulation, and
wherever the same may have taken place), any of which would be reasonably likely
to give rise to any liability (whether actual or contingent) or cost on the part
of any member of the Wider Energybuild Group which is material in the context of
the Wider Energybuild Group taken as a whole; or
(iii) there is or is reasonably likely to be any liability (whether
actual or contingent) to make good, repair, reinstate or clean up any property
now or previously owned, occupied, operated or made use of or controlled by any
past or present member of the Wider Energybuild Group, or in which any such
member may now have or previously had an interest under any environmental law or
order of any relevant person or third party or otherwise and which is material
in the context of the Wider Energybuild Group taken as a whole.
(i) Other Issues (Western)
Save as Disclosed, Energybuild not having discovered that (in each case to an
extent which is material and adverse in the context of the Wider Western Group
taken as a whole):
(i) the financial, business or other information disclosed at any time
by any member of the Wider Western Group, whether publicly or in the context of
the Proposal either contained a material misrepresentation of fact or omitted to
state a fact necessary to make the information disclosed not misleading in any
material respect; or
(ii) any past or present member of the Wider Western Group has failed to
comply with any applicable legislation or regulations of any relevant
jurisdiction with regard to the release of any contaminant, or that there has
otherwise been any such release (whether or not the same constituted
noncompliance by any person with any such legislation or regulation, and
wherever the same may have taken place), any of which would be reasonably likely
to give rise to any liability (whether actual or contingent) or cost on the part
of any member of the Wider Western Group which is material in the context of the
Wider Western Group taken as a whole; or
(iii) there is or is reasonably likely to be any liability (whether
actual or contingent) to make good, repair, reinstate or clean up any property
now or previously owned, occupied, operated or made use of or controlled by any
past or present member of the Wider Western Group, or in which any such member
may now have or previously had an interest under any environmental law or order
of any relevant person or third party or otherwise and which is material in the
context of the Wider Western Group taken as a whole.
3. Subject to the requirements of the Panel, Western reserves the
right to waive all or any of the Conditions contained in paragraphs 2(a); 2(b)
and 2(c); 2(d); 2(e); and 2(h), in whole or in part.
4. Subject to the requirements of the Panel,
Energybuild reserves the right to waive all or any of the Conditions contained
in paragraphs 2(a); 2(b) and 2(c); 2(f); 2(g); and 2(i), in whole or in part.
5. The Proposal is governed by English law and is subject
to the jurisdiction of the English courts. The rules of the Takeover Code, so
far as they are appropriate, apply to the Proposal.
6. If the Scheme is effected, the Energybuild Shares will
be acquired by Western fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now and
hereafter attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any) declared, made
or paid on or after the date of this announcement.
7. The New Western Shares will be issued credited as fully
paid and will rank pari passu in all respects with the Western Shares in issue
at the time the New Western Shares are delivered pursuant to the Proposal,
including the right to receive and retain dividends and other distributions (if
any) paid by reference to a record date on or after the Effective Date.
Application will be made for the admission of the New Western Shares to trading
on AIM and the TSX, on the first Dealing Day after the Effective Date.
8. Western reserves the right, subject to the consent of the Panel,
to elect to implement the Proposal by way of a takeover offer. In such event,
such offer will be implemented on the same terms subject to appropriate
amendments, including (without limitation) an acceptance condition set at ninety
per cent of the Energybuild Shares to which such offer relates (or such lower
percentage as Western may decide), so far as applicable, as those which would
apply to the Scheme.
9. Western shall be under no obligation to waive or treat as
satisfied, and Energybuild shall be under no obligation to waive or treat as
satisfied any of the Conditions in paragraph 2 by a date earlier than the latest
date for satisfaction thereof, notwithstanding that the other Conditions of the
Proposal may at such earlier date have been waived or fulfilled and that there
are at such earlier date no circumstances indicating that any of the Conditions
may not be capable of fulfilment.
Appendix II
Bases and sources
1. The premia represented by the consideration due under the Proposal over the
average ratio of the Closing Prices of a Western Share and an Energybuild Share
over the one month and the six months prior to the date of this announcement are
based on the premium of the consideration due under the Proposal over the simple
average of the ratios of the Closing Prices of Western Shares and Energybuild
Shares for each Dealing Day from 9 May 2010 to 8 June 2010 and 9 December 2009
to 8 June 2010, respectively.
2. The calculation of approximately 8.6 million New Western Shares to be
issued pursuant to the Proposal is based upon 102,660,000 Energybuild Shares
(being Energybuild's undiluted share capital excluding Energybuild Shares owned
by the Western Group on 8 June 2010, the last Business Day prior to the date of
this announcement) multiplied by 0.0833 (and assumes no further issue of
Energybuild Shares prior to completion of the Proposal).
3. References to percentages of Energybuild Shares (before the Proposal) are
based on the number of Energybuild Shares in issue as at the close of business
on 8 June 2010, being the last Business Day prior to the date of this
announcement, and do not include any shares issuable pursuant to any options,
warrants or other convertible securities in Energybuild.
4. The percentage holding of Energybuild Shareholders (excluding the Western
Group) in Western on completion of the Proposal is based on the current
undiluted ordinary share capital of Western as at the close of business on 8
June 2010, being the last Business Day prior to the date of this announcement
and the New Western Shares to be issued as set out in (2) above (assuming no
further issue of Energybuild Shares or Western Shares prior to completion of the
Proposal).
Appendix III
Details of Irrevocable Undertakings and Letters of Intent
The following holders of Energybuild Shares have given irrevocable undertakings
to vote in favour of the Proposal:
+-------------------------------------+---------------+---------------+
| Name | Number of |Percentage of |
| | Energybuild | issued share |
| | Shares | capital of |
| | | Energybuild |
+-------------------------------------+---------------+---------------+
| Colin Cooke | 303,667 | 0.13% |
+-------------------------------------+---------------+---------------+
| Thomas David Button | 0 | 0.00% |
+-------------------------------------+---------------+---------------+
| Robert Morgan | 3,166,667 | 1.40% |
+-------------------------------------+---------------+---------------+
| Morgan Rhidian Davies | 3,175,000 | 1.40% |
+-------------------------------------+---------------+---------------+
| Karl Picton Jones | 0 | 0.00% |
+-------------------------------------+---------------+---------------+
| Majedie Asset Management Limited | 19,802,218 | 8.74% |
+-------------------------------------+---------------+---------------+
| | 26,447,552 | 11.67% |
+-------------------------------------+---------------+---------------+
In respect of the undertakings given by the Energybuild Independent Directors,
these undertakings will cease to be binding only if the Scheme lapses or
otherwise ceases to be capable of becoming effective or is withdrawn, and will
remain binding in the event that a higher competing offer for Energybuild is
made.
In respect of the undertaking given by Majedie Asset Management Limited, this
undertaking will cease to be binding if a competing offer is made or announced
with a value which represents an improvement of 10 per cent. or more in the
value of the consideration offered by Western and Western fails to submit a
revised offer within 10 Business Days of the announcement of such competing
offer which either equals or exceeds the value of such competing offer, or if
the recommendation of the Proposal by the Energybuild Independent Directors is
withdrawn, or if the Scheme lapses or otherwise ceases to be capable of becoming
effective or is withdrawn.
The following holders of Energybuild Shares have given letters of intent to vote
in favour of the Proposal in respect of the Energybuild Shares held by them as
at the record time for the Meetings:
+-------------------------------------+---------------+---------------+
| Name | Number of |Percentage of |
| | Energybuild | issued share |
| | Shares | capital of |
| | currently | Energybuild |
| | held | |
+-------------------------------------+---------------+---------------+
| Blackrock Investment Management | 11,209,440 | 4.95% |
| (UK) Limited | | |
+-------------------------------------+---------------+---------------+
| Henderson Global Investors Limited | 8,416,665 | 3.71% |
+-------------------------------------+---------------+---------------+
| Invesco Asset Management Limited | 5,074,789 | 2.24% |
+-------------------------------------+---------------+---------------+
| | 24,700,894 | 10.90% |
+-------------------------------------+---------------+---------------+
Appendix IV
Definitions
+----------------------+---------------------------------------------+
| 2006 Act | the Companies Act 2006 (as amended) |
+----------------------+---------------------------------------------+
| Accounting Date | means, in relation to Energybuild, 31 March |
| | 2010; and means, in relation to Western, 31 |
| | March 2009 |
+----------------------+---------------------------------------------+
| Admission | admission of the New Western Shares to |
| | trading on AIM becoming effective in |
| | accordance with the AIM Rules and listing |
| | and posting for trading of the New Western |
| | Shares on the TSX becoming effective in |
| | accordance with the TSX Rules |
+----------------------+---------------------------------------------+
| AIM | the AIM market operated by the London Stock |
| | Exchange |
+----------------------+---------------------------------------------+
| AIM Rules | the AIM rules for Companies published by |
| | the London Stock Exchange governing, inter |
| | alia, admission to AIM and the continuing |
| | obligations of companies admitted to AIM, |
| | as amended from time to time |
+----------------------+---------------------------------------------+
| Arbuthnot Securities | Arbuthnot Securities Limited, the |
| | investment banking subsidiary of Arbuthnot |
| | Banking Group plc |
+----------------------+---------------------------------------------+
| Articles | the articles of association of Energybuild |
+----------------------+---------------------------------------------+
| Authorisations | authorisations, orders, grants, |
| | recognitions, confirmations, consents, |
| | licences, clearances, certificates, |
| | permissions or approvals |
+----------------------+---------------------------------------------+
| Business Day | any day on which banks are generally open |
| | in England and Wales for the transaction of |
| | business other than a Saturday or Sunday or |
| | public holiday |
+----------------------+---------------------------------------------+
| Cambrian Shares | the 72,122,826 non-voting shares in Western |
| | held by Cambrian Mining Limited |
+----------------------+---------------------------------------------+
| Cenkos Securities | Cenkos Securities plc |
+----------------------+---------------------------------------------+
| Closing Price | the closing middle market quotation of one |
| | Energybuild Share and/or one Western Share, |
| | as applicable, as provided by the daily |
| | official list of the London Stock Exchange |
+----------------------+---------------------------------------------+
| Conditions | the conditions to the implementation of the |
| | Proposal (including the Scheme), which are |
| | set out in Appendix I of this announcement |
+----------------------+---------------------------------------------+
| Consideration | the New Western Shares to be issued to the |
| | Scheme Shareholders pursuant to the Scheme |
+----------------------+---------------------------------------------+
| Court | the High Court of Justice in England and |
| | Wales |
+----------------------+---------------------------------------------+
| Court Hearing | the hearing by the Court of the application |
| | to sanction the Scheme and confirm the |
| | Reduction of Capital |
+----------------------+---------------------------------------------+
| Court Meeting | the meeting of Energybuild Shareholders |
| | (other than Western and members of the |
| | Western Group) convened by order of the |
| | Court pursuant to section 899 of the 2006 |
| | Act to consider and, if thought fit, |
| | approve the Scheme, including any |
| | adjournment thereof |
+----------------------+---------------------------------------------+
| Court Sanction | the sanction (with or without modification) |
| | of the Scheme by the Court |
+----------------------+---------------------------------------------+
| CREST | the relevant system defined in the CREST |
| | Regulations in respect of which Euroclear |
| | is the operator (as defined in the CREST |
| | Regulations) |
+----------------------+---------------------------------------------+
| CREST Regulations | the Uncertificated Securities Regulations |
| | 2001 (SI 2001 No. 3755), including any |
| | modifications thereof or any regulations in |
| | substitution thereof made under section 207 |
| | of the Companies Act 1989 and for the time |
| | being in force. |
+----------------------+---------------------------------------------+
| Dealing Day | a day on which the London Stock Exchange is |
| | open for business in the trading of |
| | securities admitted to AIM |
+----------------------+---------------------------------------------+
| Disclosed | (i) as disclosed in the Energybuild Annual |
| | Report or the Western Annual Report; or |
| | (ii) as publicly announced by any member of |
| | the Wider Energybuild Group or the Wider |
| | Western Group (through a Regulatory |
| | Information Service or any other |
| | information service made available in the |
| | country where the relevant company is |
| | listed) up to and including the date of |
| | this announcement; or |
| | (iii) as otherwise fairly disclosed in |
| | writing (including facsimile) to Western or |
| | its advisers by or on behalf of Energybuild |
| | up to and including the date of this |
| | announcement; or |
| | (iv) as otherwise fairly disclosed in |
| | writing (including by facsimile) to |
| | Energybuild or its advisers by or on behalf |
| | of Western up to and including the date of |
| | this announcement |
+----------------------+---------------------------------------------+
| Effective Date | the date on which the Scheme becomes |
| | effective in accordance with its terms |
+----------------------+---------------------------------------------+
| Employee Share Plan | the share incentive plan adopted by |
| | Energybuild on 17 April 2008 |
+----------------------+---------------------------------------------+
| Energybuild | Energybuild Group Plc, company number |
| | 5451235 |
+----------------------+---------------------------------------------+
| Energybuild Annual | the audited consolidated report and |
| Report | accounts of Energybuild for the period |
| | ended on the Accounting Date |
+----------------------+---------------------------------------------+
| Energybuild Director | a director of Energybuild |
+----------------------+---------------------------------------------+
| Energybuild Group | Energybuild and its subsidiary undertakings |
+----------------------+---------------------------------------------+
| Energybuild | the Energybuild Directors, excluding Braam |
| Independent | Jonker |
| Directors | |
+----------------------+---------------------------------------------+
| Energybuild Shares | ordinary shares of 10 pence each in the |
| | capital of Energybuild |
+----------------------+---------------------------------------------+
| Energybuild | holder(s) of Energybuild Shares |
| Shareholders | |
+----------------------+---------------------------------------------+
| Enlarged Group | Western Group as enlarged by the |
| | acquisition of the Energybuild Group, |
| | subject to the Scheme becoming effective |
+----------------------+---------------------------------------------+
| Financial Services | the Financial Services Authority acting in |
| Authority | its capacity as the competent authority for |
| | the purposes of Part VI of the Financial |
| | Services and Markets Act 2000 |
+----------------------+---------------------------------------------+
| General Meeting | the general meeting of Energybuild to |
| | consider any resolution required to approve |
| | and implement the Scheme and the Proposal, |
| | including any adjournment thereof |
+----------------------+---------------------------------------------+
| Hearing Date | the date of the Court Hearing |
+----------------------+---------------------------------------------+
| London Stock | London Stock Exchange plc |
| Exchange | |
+----------------------+---------------------------------------------+
| Meetings | the Court Meeting and the General Meeting |
+----------------------+---------------------------------------------+
| New Western Shares | the new Western Shares proposed to be |
| | issued by Western (credited as fully paid) |
| | as consideration under the Proposal |
+----------------------+---------------------------------------------+
| Offer | recommended proposal for the acquisition of |
| | Energybuild by Western |
+----------------------+---------------------------------------------+
| Offer Period | the period commencing on the date of this |
| | announcement and ending on the Effective |
| | Date |
+----------------------+---------------------------------------------+
| Options | the outstanding options to subscribe for |
| | Energybuild Shares |
+----------------------+---------------------------------------------+
| Orders | the Scheme Court Order and the Reduction |
| | Court Order |
+----------------------+---------------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
+----------------------+---------------------------------------------+
| Proposal | the Scheme and other matters to be |
| Reduction Court | considered at Meetings |
| Order | the order of the Court confirming the |
| | Reduction of Capital |
+----------------------+---------------------------------------------+
| Reduction of Capital | the reduction of the share capital of |
| | Energybuild under section 641 of the 2006 |
| | Act by the cancellation and extinguishing |
| | of the Scheme Shares, to be effected as |
| | part of the Scheme |
+----------------------+---------------------------------------------+
| | |
+----------------------+---------------------------------------------+
| Registrar of | the Registrar of Companies in England and |
| Companies | Wales |
+----------------------+---------------------------------------------+
| Regulatory | any of the services on the list of |
| Information Service | Regulatory Information Services maintained |
| | by the Financial Services Authority |
+----------------------+---------------------------------------------+
| Scheme | the proposed scheme of arrangement under |
| | section 899 of the 2006 Act between |
| | Energybuild and holders of its Scheme |
| | Shares, with or subject to any modification |
| | or addition thereto or condition approved |
| | or imposed by the Court and agreed by |
| | Western and Energybuild |
+----------------------+---------------------------------------------+
| Scheme Court Order | the Court order sanctioning the Scheme |
+----------------------+---------------------------------------------+
| Scheme Document | the document to be sent to Energybuild |
| | Shareholders relating to the Proposal |
+----------------------+---------------------------------------------+
| Scheme Record Date | the Business Day immediately preceding the |
| | Hearing Date |
+----------------------+---------------------------------------------+
| Scheme Record Time | 6.00 p.m. on the Scheme Record Date |
+----------------------+---------------------------------------------+
| Scheme Shares | means all the Energybuild Shares (except |
| | those held by the Western Group): |
| | (i) in issue at the date of the |
| | Scheme; |
| | (ii) (if any) issued after the date |
| | of the Scheme and prior to the Voting |
| | Record Time; |
| | (iii) (if any) issued at or after |
| | the Voting Record Time and before the |
| | Scheme Record Time, on terms that shares |
| | are issued subject to the terms of the |
| | Scheme and the holder shall be bound by the |
| | Scheme or in respect of which the holder |
| | shall have agreed in writing by such time |
| | to be bound by the Scheme |
+----------------------+---------------------------------------------+
| Scheme Shareholders | a person who appears as a holder of Scheme |
| | Shares in the register of members of |
| | Energybuild at the Scheme Record Time |
+----------------------+---------------------------------------------+
| Special Resolution | the special resolution to be proposed by |
| | Energybuild at the General Meeting in |
| | connection with, inter alia, the approval |
| | of the Scheme and the Reduction of Capital |
+----------------------+---------------------------------------------+
| Takeover Code | the City Code on Takeovers and Mergers |
+----------------------+---------------------------------------------+
| third party | includes person, firm, company or body |
+----------------------+---------------------------------------------+
| TSX | Toronto Stock Exchange |
+----------------------+---------------------------------------------+
| UK or United Kingdom | the United Kingdom of Great Britain and |
| | Northern Ireland |
+----------------------+---------------------------------------------+
| uncertificated or in | recorded on the relevant register as being |
| uncertificated form | held in uncertificated form in CREST and |
| | title to which by virtue of the CREST |
| | Regulations may be transferred by means of |
| | CREST |
+----------------------+---------------------------------------------+
| Voting Record Time | in relation to both the Court Meeting and |
| | the General Meeting, 6.00 p.m. on the day |
| | prior to the day immediately preceding the |
| | Court Meeting or, if either the Court |
| | Meeting or the General Meeting is |
| | adjourned, 6:00 pm on the day prior to the |
| | day immediately before the adjourned |
| | meeting |
+----------------------+---------------------------------------------+
| Warrants | the outstanding warrants to subscribe for |
| Western | Energybuild Shares |
| | Western Coal Corp., a company incorporated |
| | in the Province of British Columbia, |
| | Canada, with registered number 551375 |
+----------------------+---------------------------------------------+
| Western Annual | the audited consolidated report and |
| Report | accounts of Western for the period ended on |
| | the Accounting Date |
+----------------------+---------------------------------------------+
| Western Director | a director of Western |
+----------------------+---------------------------------------------+
| Western Group | Western and its subsidiaries (for the |
| | avoidance of doubt, excluding the |
| | Energybuild Group) |
+----------------------+---------------------------------------------+
| Western Shares | means the common shares in the capital of |
| | Western |
+----------------------+---------------------------------------------+
| Western Shareholders | the holders of Western Shares |
+----------------------+---------------------------------------------+
| Wider Energybuild | Energybuild, its subsidiary undertakings |
| Group | and its associated undertakings |
+----------------------+---------------------------------------------+
| Wider Western Group | Western, its subsidiary undertakings and |
| | its associated undertakings for the |
| | avoidance of doubt, excluding the Wider |
| | Energybuild Group from the Effective Date |
+----------------------+---------------------------------------------+
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and "associated undertaking" have the respective meanings given to such terms in
the 2006 Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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