RNS Number:1577K
SMC Group Plc
18 December 2007
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION IN THE PROSPECTUS EXPECTED TO BY PUBLISHED BY SMC
GROUP PLC TODAY IN CONNECTION WITH THE PROPOSED OPEN OFFER.
18 December 2007
For Immediate Release
SMC Group Plc
("SMC" or "the Company" or "the Group")
Open Offer of up to 188,377,187 New Ordinary Shares
at 8.0 pence per New Ordinary Share
Approval of Rule 9 Waiver by the Takeover Panel
and
Notice of General Meeting
SMC, the architects and design business, today announces that it proposes to
raise approximately �15.1 million, before expenses, by way of a fully
underwritten Open Offer of up to 188,377,187 New Ordinary Shares at 8.0 pence
per share on the basis of 19 New Ordinary Shares for every 5 Existing Ordinary
Shares.
Highlights
*Open Offer to raise approximately �15.1 million before expenses
(approximately �13.3 million net of expenses)
*The Open Offer is to be made by way of a Prospectus to be sent to Qualifying
Shareholders who will be given the opportunity to subscribe for New Ordinary
Shares pro rata to their existing shareholdings at a price of 8.0 pence per
New Ordinary Share on the following basis: 19 New Ordinary Shares for every
5 Existing Ordinary Shares
*Other than in relation to the New Ordinary Shares to be irrevocably
subscribed for by the Directors, the Open Offer is to be fully underwritten
by the Ironshield Fund, under the advice of its investment manager,
Ironshield, a UK-based investment management firm
*Net proceeds to be utilised to finance the deferred consideration payments
due to certain vendors of acquired businesses, to repay part of the Group's
term loan and working capital facilities and to be used for general
corporate purposes
*Irrevocable undertakings to vote in favour of the Resolutions have been
received from the Directors and certain Shareholders, representing 17.1 per
cent. of the Existing Ordinary Shares in issue
*The Open Offer will be subject to the passing of certain of the Resolutions
to be considered at a General Meeting expected to be held on 14 January 2008
*Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Dealings are expected to commence
in the New Ordinary Shares on 18 January 2008
*The Prospectus setting out details of the Open Offer, the Resolutions and a
notice of the General Meeting, accompanied by the Form of Proxy and the
Application Form, is expected to be posted to Shareholders today
Sir Rodney Walker, Executive Chairman of SMC, said:
"Following the disappointing performance of the Group in the first half of 2007,
the Board believes that the net proceeds of the Open Offer together with its
available facilities will be sufficient for the Company to meet its financial
obligations as they fall due in the near to mid-term. Having fully implemented
the recommendations of the internal business review the latest management
information indicates that since July 2007 the Group has performed in line with
management's expectations. With the benefit of the proceeds from the Open
Offer, the Board expects steady progress from its new base."
For further information:
SMC Group Plc Tel: +44 (0)20 7495 5335
Rob Boardman
Numis Securities Limited Tel: +44 (0)20 7776 1500
Stuart Skinner/Brent Nabbs/James
Serjeant
Bell Pottinger Corporate & Financial Tel: +44 (0)20 7861 3232
David Rydell/Chris Hamilton
This summary should be read in conjunction with the detailed announcement which
follows.
Paragraph 17 of the full announcement contains the definitions of certain terms
used in this summary and the full announcement. This announcement does not
constitute, or form part of, an offer to sell, or the solicitation of an offer
to subscribe for or buy, any of the New Ordinary Shares to be issued in
connection with the Open Offer.
The Directors of SMC have taken all reasonable care to ensure that the
information contained in this announcement is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect the
import of such information.
Numis, which is authorised and regulated in the UK by the Financial Services
Authority, is acting as Nominated Adviser exclusively to the Company and no one
else in connection with the Open Offer and the admission of the New Ordinary
Shares to trading on AIM and will not be responsible to anyone other than the
Company for providing the protection afforded to clients of Numis or for
providing advice in relation to the Open Offer, the proposed admission to
trading on AIM, or any other matters referred to in this announcement.
The release, publication or distribution of this announcement into certain
jurisdictions other than the UK may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulation of such jurisdictions.
A combined circular to shareholders containing both the notice of the General
Meeting and the prospectus relating to the Open Offer (the "Prospectus") is
expected to be despatched today. The Prospectus gives further details of the
Open Offer and contains a notice of a General Meeting to approve certain
resolutions necessary to implement the Open Offer, expected to be held at 10.00
a.m. on 14 January 2008 at the Barry Room, Royal Institute of British
Architects, 66 Portland Place, London W1B 1AD. The Prospectus gives further
details of the Open Offer, the New Ordinary Shares to be offered pursuant to the
Open Offer, the Rule 9 Waiver and the Company's business.
This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States, Australia,
Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South
Africa and does not constitute, or form part of, an offer or the solicitation of
an offer, or inducement, or invitation to subscribe for, buy, underwrite or
otherwise acquire, any rights, shares or other securities, nor the solicitation
of any vote or approval in any jurisdiction, nor shall there be any sale, issue
or transfer of shares in the Company in any jurisdiction in contravention of
applicable law. Any offer, invitation or inducement to acquire shares in the
Company will be made solely by means of the Prospectus, as updated by any
supplementary prospectuses, and the Application Form and any decision to keep,
buy or sell shares in the Company should be made solely on the basis of the
information contained in such document(s).
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the
New Ordinary Shares or the accuracy or adequacy of this announcement or the
Prospectus. The securities referred to herein have not been and will not be
registered under the US Securities Act and may not be sold or offered in the
United States unless registered under the US Securities Act or any applicable
exemption from such registration. No public offering of New Ordinary Shares will
be made in the United States, Australia, Canada, Japan, New Zealand, the
Republic of Ireland or the Republic of South Africa.
This announcement includes statements that are, or may be, "forward-looking
statements". These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "anticipates", "targets", "aims", "continues", "expects", "intends",
"may", "will", "would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the Group's
intentions, beliefs or current expectations concerning, among other things, the
Group's results of operations, financial condition, liquidity, prospects, growth
strategies and the markets in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: market position of
the Group, earnings, financial position, cash flows, return on capital,
anticipated investments and capital expenditures, changing business or other
market conditions and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the events described
herein and the Group. Forward-looking statements contained in this announcement
based on these trends or activities should not be taken as a representation that
such trends or activities will continue in the future.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION IN THE PROSPECTUS EXPECTED TO BY PUBLISHED BY SMC
GROUP PLC TODAY IN CONNECTION WITH THE PROPOSED OPEN OFFER.
18 December 2007
For Immediate Release
SMC Group Plc
("SMC" or "the Company" or "the Group")
Open Offer of up to 188,377,187 New Ordinary Shares
at 8.0 pence per New Ordinary Share
Approval of Rule 9 Waiver by the Takeover Panel
and
Notice of General Meeting
1. Introduction
The Company proposes to raise approximately �15.1 million, before expenses, by
way of an Open Offer of up to 188,377,187 New Ordinary Shares at 8.0 pence per
share on the basis of:
19 New Ordinary Shares for every 5 Existing Ordinary Shares
The Open Offer is to be made by way of a Prospectus to be sent to Qualifying
Shareholders holding Ordinary Shares at the close of business on the Record
Date.
2. Background to and reasons for the Open Offer
Background to the Open Offer
SMC has grown rapidly since its Ordinary Shares were admitted to AIM in June
2005 through the acquisition of 12 architectural businesses (including the two
businesses acquired by the Company at the time of its admission to AIM). The
acquisition structure typically employed by SMC for each of the acquisitions
involved an initial payout to the vendors of the acquired business, usually
consisting of a mixture of cash and shares in the Company, followed by a
deferred consideration component determined on the basis of future earnings of
the acquired business and paid at pre-determined times. The deferred
consideration component was generally payable partly in cash and partly in
shares although, at the discretion of the Company, the share component was
capable of being satisfied in cash.
Since its admission to AIM, the Company has gone through two rounds of equity
financing, in February 2006, when it raised �1.72 million (before expenses) and
in October 2006, when it raised an additional �6.08 million (before expenses),
both by way of institutional placings. The proceeds of the February 2006 placing
were utilised to increase the Group's working capital and the proceeds of the
October 2006 placing were utilised to replace elements of debt finance drawn
down for the purposes of the acquisitions made by the Group in September 2006.
On 25 January 2007, SMC announced that the Group's profits for 2006 would fall
short of market expectations largely as a result of inconsistent work in
progress treatments across the subsidiaries of the Group. The Board also
announced that it had commissioned an independent report from a 'big four'
accountancy firm to look at various aspects of the Group's strategy and business
model.
On 12 February 2007, SMC announced that the Non-Executive Chairman, Sir Rodney
Walker, would become Executive Chairman with immediate effect, taking on
day-to-day control of the business supported by other members of the Board. It
is intended that as soon as a new chief executive officer is appointed to the
Board, Sir Rodney Walker will revert to being Non-Executive Chairman.
On 29 March 2007, the Group announced that investigations into work in progress
were continuing and that the Group had undertaken a further contract-by-contract
review in conjunction with its advisers, which was likely to lead to a further
significant reduction in the profits of the Group for 2006.
On 25 May 2007, SMC announced that the initial findings from a review into the
recent financial underperformance of the Group carried out by Ernst & Young at
the request of Executive Chairman, Sir Rodney Walker, together with the results
of trading for the financial year to date, may lead to a further significantly
reduced profit expectation for the Group for the six months to June 2007.
On 31 May 2007, SMC confirmed the findings of the internal business review and
the preliminary view of the Board as announced to the market on 25 May 2007. The
Board implemented the recommendations of the review to improve the profitability
of the Group, including the way the Group approaches the winning and execution
of projects, the management structure, resourcing and the cost base of some
business units. It was also announced that following the Board meeting Stewart
McColl had resigned as Executive Deputy Chairman and had left the Group with
immediate effect.
On 12 June 2007, the Board announced that it believed it was prudent to withdraw
the resolution regarding the proposed final dividend for the year ended 31
December 2006 of 0.65 pence per Ordinary Share and that the resolution to the
annual general meeting of the Company should not be proposed, believing that to
declare a dividend at that time would not have been in the long term interests
of the Company.
In the Group's 'Pre-Close Trading Update' announced on 30 July 2007, it was
reported that the Board had fully implemented the recommendations of the review
committee. As a direct result of this action, it was reported that the Group's
cost base had been significantly reduced, with all seriously underperforming
areas of the business either integrated into other parts of the Group or having
closed, resulting in 32 people leaving the Group, including 11 senior staff and
directors.
In the Group's 'Interim Results for Six Months ended 30 June 2007' announced on
27 September 2007, it was reported that the restructuring initiatives
implemented by the Board following the strategic review had led to a reduction
in headcount from 650 to 600 employees as at 27 September 2007, net work in
progress had reduced by �3.0 million to �7.1 million in the period, debtor and
WIP provisions of �2.9 million had been made in the six month period ending 30
June 2007 and overhead reductions in excess of �2 million annualised together
with other efficiencies had been implemented.
On 13 December 2007, the Board announced that as a result of further
investigations into the Group's work in progress and debtor positions by third
party accountants, the Board believed that it was likely that the Company would
incur further exceptional charges in addition to those highlighted in the
Group's interim financial statements announced on 27 September 2007, primarily
as a result of potential historic WIP and debtor provisions of up to
approximately �800,000, in aggregate.
Merger Discussions
On 8 August 2007, SMC announced that it had entered into non binding heads of
agreement with Aukett Fitzroy Robinson Group Plc, the only other UK listed
architecture business, relating to a potential merger to form the largest
architecture group in Europe. On 12 October 2007, SMC announced that it had been
unable to agree satisfactory terms with AFR for a merger and that the
discussions with AFR had ceased. However, in the same announcement, the Board
confirmed that discussions were ongoing with a private equity backed third party
for a potential offer for the Group. On 18 October 2007, the Group announced
that all offer discussions had ceased.
Group indebtedness
The Group ended the financial year to 31 December 2006 with net debt of
approximately �14.9 million, comprising, inter alia, of term loan facilities of
approximately �7.9 million and a working capital facility of �7.5 million with
the Bank of Scotland of which approximately �2.3 million was undrawn. On 22
February 2007, the Bank of Scotland provided a further �3.0 million of term loan
facilities repayable between March 2007 and March 2010 on a straight line basis.
This additional term loan facility was to provide the Group with additional
working capital. A further refinancing of the Group's debt facilities with the
Bank of Scotland was completed on 10 August 2007. As a result, the Group's term
loan facilities were increased from approximately �10.1 million to �15.0 million
and the Group's working capital facilities were reduced from �7.5 million to
�5.0 million, an overall increase in the Group's term loan facilities of
approximately �2.4 million. The revised facilities were used primarily to
provide the Group with additional working capital and to finance the
implementation of the restructuring initiatives following the internal business
review. As at 30 September 2007, the Company had headroom of approximately �1.1
million under these banking facilities. The Group's revised term loan facilities
are repayable by 31 December 2012, with no repayments due until 31 March 2008.
In addition to its banking facilities with the Bank of Scotland, the Group has a
loan of �1.35 million from Kaupthing Singer & Friedlander Limited in relation to
a freehold property acquired by the Company.
Going concern statement
In the Group's 'Interim Results for Six Months ended 30 June 2007' announced on
27 September 2007, the Company's auditors, Ernst & Young LLP, reported that the
ability of the Group to meet its liabilities as they fall due, and the validity
of the going concern basis, depended on the ability of the Directors to
eliminate a potential funding shortfall in the Company by measures that included
renegotiating the Group's deferred consideration obligations, seeking additional
debt facilities and improving cash flow from working capital.
Arrangements with vendors regarding deferred consideration payments
Based on the acquisition agreements entered into with vendors and the Directors'
view of the likely deferred consideration components payable on the earnings of
the acquired businesses, the Directors believe that total deferred consideration
liabilities are likely to amount to, in aggregate, approximately �11.6 million,
of which �7.5 million is to be satisfied in cash and/or loan notes with the
balance satisfied in Ordinary Shares although, at the Company's discretion, some
or all of the share component could be satisfied in cash. The timings of these
deferred consideration payments are as follows:
* approximately �1.25 million due in January 2008, which is to be
satisfied in cash; and
* approximately �10.4 million due in July 2008, of which �6.25 million is
to be satisfied in cash and/or loan notes with the balance satisfied in
Ordinary Shares although, at the Company's discretion, some or all of the
share component could be satisfied in cash.
Due to the potential funding shortfall for the payment of the deferred
consideration obligations in 2008, and as part of the basis for undertaking the
Open Offer, SMC entered into discussions with those vendors to whom deferred
consideration payments are due in order to seek the renegotiation of the terms
and timings of these payments. As a consequence of these renegotiations, the
Company has entered into variation agreements with all but one group of the
respective vendors, which are contingent upon the Company successfully raising
�10 million (net of expenses) of debt or equity funding by 31 January 2008, in
which all but one group of the vendors have agreed to fix the amounts of the
deferred consideration obligations due to them and to reschedule the timings of
these payments. As a consequence of these variation agreements, the Company's
total deferred consideration obligations now amount, in aggregate, to no more
than �9.1 million, payable in cash. The proposed timings of the deferred
consideration payments under the variation agreements are as follows:
* approximately �6.2 million due in January 2008; and
* up to approximately �2.9 million due in January 2010.
The Company has not entered into a variation agreement with the vendors of
Corstophine & Wright Kenzie Lovell Limited as the Company and those vendors have
not agreed the amount of the deferred consideration due.
The Board believes that a substantial increase in the equity base of the Group
is in the best long-term interests of the Group and its Shareholders, with the
net proceeds from the Open Offer being applied to reducing Group debt, thereby
strengthening the Group's balance sheet, and enabling the Company to meet its
deferred consideration obligations.
3. Directors' and other undertakings in respect of the Open Offer
The Directors, who hold, in aggregate, 6,627,877 Existing Ordinary Shares,
representing approximately 13.4 per cent. of the Existing Ordinary Shares in
issue, have given irrevocable undertakings to vote in favour of the Resolutions.
The Directors, or their nominees, are entitled, in aggregate, to subscribe for
25,185,906 New Ordinary Shares pursuant to the Open Offer and they have
committed, in aggregate, to subscribe for, or procure that their nominees
subscribe for up to 7,576,503 New Ordinary Shares under the Open Offer,
representing approximately 4.0 per cent. of the New Ordinary Shares to be issued
by the Company under the Open Offer. Certain of the Directors have also
undertaken to subscribe for up to an additional 937,500 New Ordinary Shares in
the event that Qualifying Shareholders do not validly take up their entitlements
under the Open Offer in full.
The Company has secured irrevocable undertakings from certain of the Company's
shareholders to vote in favour of the Resolutions. In aggregate, these
Shareholders hold approximately 3.7 per cent. of the Existing Ordinary Shares in
issue.
Consequently, the Company has secured irrevocable undertakings from Directors
and certain Shareholders holding, in aggregate, 8,454,303 Existing Ordinary
Shares, representing approximately 17.1 per cent. of the Existing Ordinary
Shares in issue to vote in favour of the Resolutions.
Further details of the irrevocable undertakings from the Directors and certain
Shareholders in relation to the Open Offer and the Resolutions will be set out
in the Prospectus.
4. Underwriting agreement
Other than in relation to those New Ordinary Shares which the Directors have
agreed to subscribe for or procure that their nominees subscribe for, in order
to provide certainty as to the amount of capital to be raised, the Company has
arranged for the Open Offer to be fully underwritten by the Ironshield Fund,
upon the advice of its investment manager, Ironshield.
The Ironshield Fund (taken together with those persons with whom the Ironshield
Fund is acting in concert for the purposes of Rule 9 of the City Code, if any)
currently has no direct beneficial interest in the share capital of the Company.
On completion of the Open Offer, the Ironshield Fund (taken together with those
persons with whom the Ironshield Fund is acting in concert for the purposes of
Rule 9 of the City Code, if any) will potentially be interested in a maximum of
179,863,184 New Ordinary Shares, representing a maximum of approximately 75.6
per cent. of the Company's enlarged issued voting share capital.
Rule 9 of the City Code provides that the Ironshield Fund would normally be
obliged under the City Code to make a general offer to all Shareholders to
acquire their shares if its interest (taken together with those persons with
whom the Ironshield Fund is acting in concert for the purposes of Rule 9 of the
City Code, if any) were to become 30 per cent. or more of the voting rights of
the Company. However in this instance the Takeover Panel has agreed to waive
this obligation subject to the approval of Shareholders on a poll.
In consideration for the Ironshield Fund, upon the advice of its investment
manager, Ironshield, agreeing to subscribe at the Open Offer Price for any New
Ordinary Shares (other than for those New Ordinary Shares which the Directors
have agreed to subscribe for or procure that their nominees subscribe for by way
of irrevocable undertaking or otherwise) which are not taken up under the Open
Offer, the Company has agreed to pay Ironshield:
(i) in the event that the Open Offer is completed and Admission
occurs on or before 31 January 2008, an underwriting commission of 3 per cent.
of the aggregate value at the Open Offer Price of the New Ordinary Shares issued
by the Company under the Open Offer less the aggregate value, at the Open Offer
Price, of certain New Ordinary Shares issued by the Company under the Open Offer
which the Directors have agreed to subscribe for or procure that their nominees
subscribe for by way of irrevocable undertaking or otherwise (the "Underwriting
Fee");
(ii) in the event that the Open Offer is terminated pursuant to
the terms of the Underwriting Agreement or is otherwise not completed and
Admission does not occur on or before 31 January 2008, the Company has agreed to
pay Ironshield �450,000 forthwith (the "Termination Fee"); or
(iii)in the event that the Open Offer is not completed and
Admission does not occur on or before 31 January 2008 but a further offering of
the Company's shares or other securities of the Company (including securities
which may be convertible into Ordinary Shares) (including by way of an open
offer) is completed at a subsequent date with the Ironshield Fund acting as
underwriter: (a) where the Underwriting Fee in relation to such further offering
would have been in excess of the Termination Fee, the Company shall pay to
Ironshield, upon completion of such further offering, an amount in cash equal to
the difference between the Underwriting Fee and �450,000; and (b) where the
Underwriting Fee in relation to such further offering is less than the
Termination Fee, Ironshield shall pay to the Company, upon completion of such
further offering, an amount in cash equal to the difference between the �450,000
and the Underwriting Fee.
The Company has also agreed to pay the fees and expenses reasonably and properly
incurred by Ironshield in connection with the Open Offer, including Ironshield's
accountant's fees, legal fees and expenses ("Ironshield's Expenses"). In the
event that the Open Offer is terminated pursuant to the terms of the
Underwriting Agreement or is otherwise not completed and Admission does not
occur on or before 31 January 2008, Ironshield's Expenses are subject to a cap
of �100,000 plus VAT.
Nothing in the Underwriting Agreement obliges SMC to pay the Termination Fee to
Ironshield if the Takeover Panel determines that it would not be permitted by
Rule 21.2 of the City Code.
5. Use of proceeds
The Directors propose to apply the estimated proceeds of the Open Offer of
approximately �13.3 million (net of expenses) to finance the deferred
consideration payment of, in aggregate, approximately �6.2 million due to
certain vendors of acquired businesses in January 2008, repay approximately �3.0
million of the Group's term loan facilities and repay approximately �3.0 million
of the Group's working capital facility. The balance of the net proceeds of
approximately �1.1 million will be used for general corporate purposes.
6. Summary of the principal terms of the Open Offer
The Open Offer is to be made to Qualifying Shareholders, upon and subject to the
terms and conditions to be set out in the Prospectus and the Application Form to
be sent to Qualifying Shareholders, who will be given the opportunity to
subscribe for New Ordinary Shares pro rata to their existing shareholdings at a
price of 8.0 pence per New Ordinary Share on the following basis:
19 New Ordinary Shares for every 5 Existing Ordinary Shares
held and registered in their name at the close of business on the Record Date.
The Open Offer will not be made in any jurisdictions other than the UK by way of
the Prospectus but will be made to Qualifying Shareholders with registered
addresses outside of the UK as detailed in paragraph 12 of this announcement
entitled "Overseas Shareholders". Fractional entitlements shall be rounded down.
The New Ordinary Shares will rank in full for all dividends declared after the
Record Date and otherwise pari passu with the Existing Ordinary Shares in all
respects.
Qualifying Shareholders will receive an Application Form (and a Form of Proxy)
with the Prospectus which sets out their maximum entitlement to New Ordinary
Shares. Qualifying Shareholders may apply for any number of New Ordinary Shares
up to their maximum entitlement as shown on their Application Form. Certain of
the Directors have undertaken to subscribe for up to an additional 937,500 New
Ordinary Shares not validly taken up by Qualifying Shareholders pursuant to the
Open Offer. Subject to the foregoing, no application in excess of a Qualifying
Shareholder's maximum entitlement will be met, and any Qualifying Shareholder so
applying will be deemed to have applied for his maximum entitlement only.
Shareholders should note that the Open Offer is not a rights issue. Qualifying
Shareholders should note that the Application Form will not be a negotiable
document and cannot be traded. Qualifying Shareholders should be aware that in
the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied
for will not be sold in the market or placed for the benefit of Qualifying
Shareholders who do not apply under the Open Offer, but will be subscribed for
and allocated to the Ironshield Fund under the terms of the Underwriting
Agreement.
The Open Offer Price of 8.0 pence per New Ordinary Share represents a 3.0 per
cent. discount to the Closing Price of an Existing Ordinary Share of 8.25 pence
on 17 December 2007 (being the latest practicable date prior to this
announcement). If a Qualifying Shareholder does not take up the offer of New
Ordinary Shares in full, his/her proportionate shareholding will be diluted by
up to 79.2 per cent.
Other than in relation to those New Ordinary Shares which the Directors have
irrevocably agreed to subscribe for or procure that their nominees subscribe for
either under the Open Offer or as described above, in order to provide certainty
as to the amount of capital to be raised, the Company has arranged for the Open
Offer to be fully underwritten by the Ironshield Fund, upon the advice of its
investment manager, Ironshield, pursuant to the terms of the Underwriting
Agreement.
The Open Offer will be conditional, inter alia, upon:
(a)the passing of resolutions 1 to 3 to be proposed at the General Meeting;
(b)Admission becoming effective by not later than 5.00 p.m. on 31 January
2008; and
(c)the Underwriting Agreement otherwise becoming unconditional in all
respects and not having been terminated in accordance with its terms prior to
Admission.
Accordingly, if any of such conditions are not satisfied, or, if applicable,
waived, the Open Offer will not proceed. Prior to Admission, Numis and/or
Ironshield may terminate the Underwriting Agreement in certain circumstances.
Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and that dealings in the New Ordinary Shares will commence on
AIM at 8.00 a.m. on 18 January 2008.
The Open Offer will result in the issue of up to 188,377,187 New Ordinary Shares
(representing approximately 79.2 per cent. of the Enlarged Share Capital). The
New Ordinary Shares will, when issued and fully paid, rank pari passu in all
respects with, and will carry the same voting and dividend rights in relation to
those dividends declared after the Record Date as, the Existing Ordinary Shares.
The New Ordinary Shares are capable of being held in certificated and
uncertificated form.
For Qualifying Shareholders wishing to subscribe for New Ordinary Shares under
the Open Offer, completed Application Forms, accompanied by full payment, should
be returned by post or by hand (during normal business hours) to Share
Registrars Limited at Craven House, West Street, Farnham, Surrey GU9 7EN, so as
to arrive as soon as possible and in any event so as to be received no later
than 11.00 a.m. on 14 January 2008. Applications once made will be irrevocable.
7. Alternative funding
If the Resolutions to be proposed at the General Meeting are not passed by the
Shareholders and the Open Offer is not implemented, the Directors believe that
the Group may not have sufficient funds to meet its liabilities as they fall due
without obtaining alternative sources of debt or equity funding, which may not
be available at attractive terms, or at all.
If the Open Offer does not take place or further debt or equity funding is not
obtained, there is a significant risk that Group may not be able to meet its
deferred consideration and other payment obligations as they fall due.
8. City Code
Under Rule 9 of the City Code, any person who acquires an interest (as defined
in the City Code) in shares which, taken together with shares in which he is
already interested and in which persons acting in concert with him are
interested, carry 30 per cent. or more of the voting rights of a company which
is subject to the City Code, is normally required to make a general offer to all
the remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with him, is
interested in shares which in the aggregate carry not less than 30 per cent. of
the voting rights of such a company but does not hold shares carrying more than
50 per cent. of such voting rights, a general offer will normally be required if
any further interest in shares is acquired by any such person.
An offer under Rule 9 must be made in cash and at the highest price paid by the
person required to make the offer, or any person acting in concert with him, for
any interest in shares of that company during the 12 months prior to the
announcement of the offer.
The Ironshield Fund (taken together with those persons with whom the Ironshield
Fund is acting in concert for the purposes of Rule 9 of the City Code, if any)
currently has no direct beneficial interest in the share capital of the Company.
On completion of the Open Offer, the Ironshield Fund (taken together with those
persons with whom the Ironshield Fund is acting in concert for the purposes of
Rule 9 of the City Code, if any) will potentially be interested in a maximum of
179,863,184 New Ordinary Shares, representing a maximum of approximately 75.6
per cent. of the Company's enlarged issued voting share capital.
Following completion of the Open Offer, the Ironshield Fund (taken together with
those persons with whom the Ironshield Fund is acting in concert for the
purposes of Rule 9 of the City Code, if any) will potentially be interested in
shares carrying 30 per cent. or more of the Company's voting share capital but
possibly may not hold shares carrying more than 50 per cent. of such voting
rights and, in such case, any further increase in that interest in shares will
be subject to the provisions of Rule 9 of the City Code.
The Takeover Panel has agreed, however, to waive the obligation to make a
general offer that would otherwise arise as a result of the Ironshield Fund
subscribing for New Ordinary Shares pursuant to the Underwriting Agreement,
subject to the approval of independent Shareholders on a poll. Accordingly,
resolution 3 is being proposed at the General Meeting, and will be taken on a
poll.
Following completion of the Open Offer, the Ironshield Fund (taken together with
those persons with whom the Ironshield Fund is acting in concert for the
purposes of Rule 9 of the City Code, if any) will potentially hold more than 50
per cent. of the Company's voting share capital and may accordingly increase its
interests in shares without incurring any obligation under Rule 9 of the City
Code to make a general offer.
Ironshield's current intention regarding the future business of the Company is
to continue to support the current management's plan and not to seek any change
to the general nature of the Company's business. However, the Ironshield Fund
may, as a prudent investor, seek to safeguard its investment in the Company were
it to become a substantial shareholder in the Company as a result of its
underwriting commitment in the Open Offer, including, without limitation, by
appointing a representative director to the Board of the Company. Ironshield has
no strategic plans for the Company and, therefore, there are no repercussions on
employment and the locations of the Company's places of business. Ironshield has
no plans to redeploy the Company's fixed assets. Ironshield's commercial
justification for underwriting the Open Offer is to receive a commission in
respect of such underwriting commitment, as set out in paragraph 4 of this
announcement. Ironshield is not proposing any change to the general nature of
the Company's business including in relation to the continued employment of the
Company's employees.
9. Information on Ironshield and the Ironshield Fund
Ironshield
Ironshield is a UK-based investment management firm authorised and regulated by
the FSA whose head office is 1 Royal Exchange Avenue, London EC3V 3LT.
Ironshield is owned by the four Ironshield partners and a corporate partner,
Ironshield Capital Management Limited.
Ironshield has been appointed as the investment manager to the Ironshield Fund.
Ironshield is primarily responsible for the investment and re-investment of the
assets of the Ironshield Fund subject to the overall supervision, control and
policies of the general partner of the Ironshield Fund.
Further details on Ironshield and the partners of Ironshield will be set out in
the Prospectus.
Ironshield Fund
Description
Ironshield Special Situations Master Fund LP is a Cayman Islands exempted
limited partnership incorporated on 18 May 2007 with registered number OG-20113.
Investment objective
The investment objective of the Ironshield Fund is to achieve high absolute
returns by investing in special situations primarily in Europe.
The Ironshield Fund seeks to make opportune investments in the securities of
companies, including without limitation, those that may be undergoing
restructurings or other such corporate events.
The Ironshield Fund currently maintains equity investments in a number of
companies, including, for example, an equity investment of approximately 11 per
cent. in Axeon Holdings plc, a semiconductor company which is listed on AIM and
an equity investment of approximately 5 per cent. in MicroEmissive Displays
Group plc, a technology company which is also listed on AIM.
Size
As at 1 December 2007, the Ironshield Fund had assets under management
(including cash resources available for investment) of approximately US$284
million.
Nature of investors
Investment in the Ironshield Fund comes from a range of sophisticated investors,
including hedge fund investors, pension funds, other institutional investors and
high net worth individuals.
10. Current trading and prospects
Latest management information indicates that since July 2007 the Group has
performed in line with management's expectations.
The Board has now fully implemented the recommendations of the internal business
review which was instigated following the financial underperformance of the
Group in the first half of 2007. As a result, the Group's cost base has been
significantly reduced. The Company has also renegotiated with all but one group
of the vendors of the acquired businesses the terms and timings of its deferred
consideration obligations due to them, contingent upon the Company successfully
raising �10 million (net of expenses) of debt or equity funding by 31 January
2008.
As a result of further investigations into the Group's work in progress and
debtor positions by third party accountants, the Board believes that it is
likely that the Company will incur further exceptional charges in addition to
those highlighted in the Group's interim financial statements announced on 27
September 2007, primarily as a result of potential historic WIP and debtor
provisions of up to approximately �800,000, in aggregate.
With the benefit of the proceeds from the Open Offer, the Board expects steady
progress from its new base, while acknowledging the uncertainty in the
construction sector in the near to mid-term.
11. Dividend policy
At the Company's Annual General Meeting held on 12 June 2007, the Board withdrew
the resolution regarding the payment of the proposed final dividend for the
financial year ended 31 December 2006, believing that a dividend would not have
been in the long term interests of the Company.
While the Board believes it is inappropriate to attempt to predict the likely
level or timescale for the declaration and payment of dividends by the Company,
the Board has committed to returning to a progressive dividend policy as and
when appropriate.
The payment of future dividends by the Company and the amount thereof will
depend upon the Company's results from operations, financial condition, cash
requirements, future prospects, profits available for distribution and other
factors considered relevant by the Board at the relevant time.
12. Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside
the United Kingdom, or who are citizens or residents of countries other than the
United Kingdom, or who are holding Ordinary Shares for the benefit of such
persons, (including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to forward the
Prospectus, the Application Form and the Form of Proxy to such persons, is drawn
to the information which appears below.
In particular, Qualifying Shareholders who have registered addresses in or who
are resident in, or who are citizens of, countries other than the UK (including
without limitation the United States) should consult their professional advisers
as to whether they require any governmental or other consents or need to observe
any other formalities to enable them to take up their entitlements to the Open
Offer.
In accordance with section 90(5) of the 1985 Act, the Open Offer to Qualifying
Shareholders who have no registered address within the UK and who have not given
the Company an address within the UK for the service of notices will (subject to
the conditions of the Open Offer) be made by the Company publishing a notice in
the London Gazette on the day following the date on which the Prospectus and
Application Forms are despatched, stating where copies of the Prospectus and the
Application Forms may be inspected, or, in certain circumstances, obtained on
personal application, by or on behalf of such Qualifying Shareholders. Such
Qualifying Shareholders may be able to participate in the Open Offer if they
satisfy themselves that, and in the case of those Qualifying Shareholders with
registered addresses in, or residents of, the United States, Australia, Canada,
Japan, New Zealand, the Republic of Ireland or the Republic of South Africa,
they are able to prove to the Company and Numis that, the receipt, or
acceptance, of the Open Offer in such jurisdiction will not breach local
security laws.
However, in order to facilitate acceptance of the Open Offer made to such
Qualifying Shareholders by virtue of such publication, Application Forms will be
posted to such Qualifying Shareholders (other than those Qualifying Shareholders
with registered addresses in, or residents of, the United States, Australia,
Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South
Africa).
Accordingly, Qualifying Shareholders who have no registered address within the
UK and who have not given the Company an address within the UK for service of
the notices may accept the Open Offer either by returning the Application Forms
posted to them in accordance with the instructions printed thereon or by
obtaining copies thereof from Share Registrars Limited at Craven House, West
Street, Farnham, Surrey, GU9 7EN.
Qualifying Shareholders will not be entitled to participate in the Open Offer
unless they meet the legal requirements needed
13. General Meeting
A notice convening the General Meeting, expected to be held at 10.00 a.m. on 10
January 2008 at the Barry Room, Royal Institute of British Architects, 66
Portland Place, London W1B 1AD will be set out in the Prospectus to be sent to
Qualifying Shareholders. The General Meeting is to be convened for the purpose
of considering and, if thought fit, passing the Resolutions. The Open Offer will
not proceed if resolutions 1 to 3 are not passed. The Open Offer is not
conditional upon resolution 4 being passed by Shareholders. Resolution 4 is
being proposed in order to give the Directors power to allot Ordinary Shares in
connection with a pre-emptive offering and, in addition, to allot Ordinary
Shares up to a nominal value of �118,975.07 without the need to offer these
shares to existing Shareholders.
At the General Meeting, Shareholders will be asked to consider and, if thought
fit, to pass resolutions to the following effects:
1. to increase the authorised share capital of the Company from �375,000
to �1,500,000 by the creation of 225,000,000 New Ordinary Shares;
2. subject to and conditional upon resolution 1 being passed, to authorise
the Directors, for the purposes of section 80(1) of the 1985 Act, to exercise
all of the powers of the Company to allot relevant securities for the purposes
of the Open Offer and otherwise up to an aggregate nominal amount of
�310,249.35;
3.to approve the Rule 9 Waiver of the Ironshield Fund's obligation to
make a general offer to Shareholders under Rule 9 of the City Code; and
4.subject to and conditional upon resolutions 1 and 2 being passed, to
empower the Directors, pursuant to section 95 of the 1985 Act, to allot equity
securities (as defined in section 94(2) of the 1985 Act) for cash in connection
with any pre-emptive offering and for other purposes up to a maximum aggregate
nominal amount up to �118,975.07.
The resolutions described in sub-paragraphs 1 to 3 above will be proposed as
ordinary resolutions and the resolution described in sub-paragraph 4 above will
be proposed as a special resolution. In order to comply with the City Code,
resolution 3 will be taken on a poll.
14. Recommendation
The Board, which has been so advised by Numis, considers the Open Offer and the
Rule 9 Waiver to be in the best interests of the Company and its Shareholders as
a whole. Accordingly, the Directors unanimously recommend that you vote in
favour of the Resolutions to be proposed at the General Meeting as they intend
to do, or procure, in respect of their own beneficial holdings, which amount, in
aggregate, to 6,627,877 Ordinary Shares, representing approximately 13.4 per
cent. of the Existing Ordinary Shares in issue. In providing advice to the
Board, Numis has taken into account the commercial assessments of the Board.
15. Prospectus
The Prospectus setting out details of the Open Offer, the Resolutions and a
notice of the General Meeting, accompanied by the Form of Proxy and the
Application Form, is expected to be posted to Qualifying Shareholders today.
Copies of the Prospectus will be available free of charge from the offices of
Rosenblatt Solicitors at 9-13 St. Andrew Street, London EC4A 3AF during normal
office hours on any weekday (Saturday and public holidays excepted) for a period
of not less than one month from the date of Admission.
16. Expected Timetable of Principal Events
2007
Record Date for the Open Offer close of business 17 December
on
Posting of Prospectus, Application Forms 18 December
and Forms of Proxy
Publication of Gazette Notice 19 December
2008
Latest time and date for splitting 3.00 p.m. on 10 January
Application Forms (to satisfy bona fide
market claims)
Latest time and date for receipt of 10.00 a.m. on 10 January
Forms of Proxy
Latest time and date for receipt of 11.00 a.m. on 14 January
completed Application Forms and payment
in full under the Open Offer
General Meeting 10.00 a.m. on 14 January
Admission to AIM effective and dealings 8.00 a.m. on 18 January
in New Ordinary Shares commence
Expected date for crediting of New 18 January
Ordinary Shares to CREST stock accounts
(uncertificated holders only)
Expected date of despatch of definitive by 25 January
share certificates for New Ordinary
Shares in certificated form
Notes:
(i) Each of the times and dates set out in the above timetable and mentioned
throughout this announcement is subject to change by the Company, with the
agreement of Numis and Ironshield, in which event details of the new times and
dates will be notified to the London Stock Exchange and, where appropriate, to
Shareholders.
(ii) References to times in this document are to London times.
17. Definitions
"1985 Act" the Companies Act 1985, as amended;
"Admission" admission of the New Ordinary Shares to trading on
AIM, and such admission becoming effective in
accordance with the AIM Rules;
"AFR" Aukett Fitzroy Robinson Group Plc;
"AIM" AIM, a market operated by the London Stock
Exchange;
"AIM Rules" the rules published by the London Stock Exchange
from time to time governing admission to, and the
operation of, AIM;
"Application Form" the application form to accompany the Prospectus
for Qualifying Shareholders for use in connection
with the Open Offer;
"Bank of Scotland" Bank of Scotland Plc;
"Board" the board of directors of the Company from time to
time;
"Business Day" any day on which banks are generally open in the
City of London
for the transaction of business other than a
Saturday or Sunday or public holiday;
"certificated" or "in a share or other security which is not in
certificated form" uncertificated form (that is, not in CREST);
"City Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing, middle market quotation of an
Existing Ordinary Share, as published in the AIM
Appendix to the Daily Official List;
"CREST" the relevant system for the paperless settlement
of trades in securities and the holding of
uncertificated securities in accordance with the
Regulations operated by Euroclear UK & Ireland
Limited;
"Daily Official List" the daily official list of the London Stock
Exchange;
"Director" a director of the Company;
"Enlarged Share Capital" the issued ordinary share capital of the Company
following the issue of the New Ordinary Shares
pursuant to the Open Offer;
"Existing Ordinary the ordinary shares of one half pence each in the
Shares" capital of the Company in issue;
"Form of Proxy" the form of proxy for use at the General Meeting
to accompany the Prospectus;
"FSA" the Financial Services Authority of the United
Kingdom;
"General Meeting" the general meeting of the Company to be convened
pursuant to the notice set out at the end of the
Prospectus (including any adjournment thereof);
"Group" or the "SMC the Company together with its subsidiaries and
Group" subsidiary undertakings and "Group Company" means
any one of them;
"Ironshield" Ironshield Capital Management LLP;
"Ironshield Fund" "the Ironshield Special Situations Master Fund LP;
"London Stock Exchange" London Stock Exchange plc or its successor(s);
"New Ordinary Shares" the up to 188,377,187 Ordinary Shares to be issued
by the Company pursuant to the Open Offer;
"Numis" Numis Securities Limited;
"Open Offer" the invitation to Qualifying Shareholders to
subscribe for New Ordinary Shares at the Open
Offer Price on the terms and subject to the
conditions to be set out or referred to in the
Prospectus and, where relevant, in the Application
Form;
"Open Offer Price" 8.0 pence per New Ordinary Share;
"Ordinary Shares" ordinary shares of one half pence each in the
capital of the Company;
"Overseas Shareholder" Shareholders with registered addresses in, or who
are citizens, residents or nationals of,
jurisdictions outside the United Kingdom and
including all US Shareholders;
"Prospectus" the document to be dated on or about 18 December
2007, comprising a prospectus relating to the
Company for the purpose of the Open Offer and the
admission to trading of the New Ordinary Shares on
AIM (together with any supplements or amendments
thereto) and a notice of the General Meeting;
"Qualifying holders of Ordinary Shares on the Company's
Shareholders" register of members at the Record Date;
"Record Date" the close of business in London on 17 December
2007;
"Registrar" or Share Registrars Limited;
"Receiving Agent"
"Regulatory Information one of the regulatory information services
Service" authorised by the UK Listing Authority to receive,
process and disseminate regulatory information
from listed companies and other entities;
"Resolutions" the resolutions to be proposed at the General
Meeting;
"Rule 9 Waiver" the waiver, referred to in paragraph 8 of this
announcement, of Rule 9 of the City Code by the
Takeover Panel in relation to its potential
application to the Ironshield Fund in the context
of the Open Offer;
"Shareholder(s)" holder(s) of Ordinary Shares;
"SMC" or the "Company" SMC Group Plc, registered in England and Wales
with registered number 03283014, whose registered
office is at 33 Davies Street, Mayfair, London W1K
4LR;
"subsidiary" a subsidiary as that term is defined in section
736 of the 1985 Act;
"subsidiary undertaking" a subsidiary undertaking as that term is defined
in section 258 of the 1985 Act;
"Takeover Panel" the Panel on Takeovers and Mergers;
"UK Listing Authority" the Financial Services Authority acting in its
capacity as the competent authority for the
purposes of FSMA;
"uncertificated" or "in a share or other security recorded on the relevant
uncertificated form" register of the
share or security concerned as being held in
uncertificated form in
CREST and title to which by virtue of the
Regulations, may be
transferred by means of CREST; and
"Underwriting Agreement" the conditional underwriting agreement entered
into on 18 December 2007 among the Company, Numis
and the Ironshield Fund (acting upon the advice of
Ironshield).
This announcement does not constitute, or form part of, an offer to sell, or the
solicitation of an offer to subscribe for or buy, any of the New Ordinary Shares
to be issued in connection with the Open Offer.
The Directors of SMC have taken all reasonable care to ensure that the
information contained in this announcement is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect the
import of such information.
Numis, which is authorised and regulated in the UK by the Financial Services
Authority, is acting as Nominated Adviser exclusively to the Company and no one
else in connection with the Open Offer and the admission of the New Ordinary
Shares to trading on AIM and will not be responsible to anyone other than the
Company for providing the protection afforded to clients of Numis or for
providing advice in relation to the Open Offer, the proposed admission to
trading on AIM, or any other matters referred to in this announcement.
The release, publication or distribution of this announcement into certain
jurisdictions other than the UK may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulation of such jurisdictions.
A combined circular to shareholders containing both the notice of the General
Meeting and the prospectus relating to the Open Offer (the "Prospectus") is
expected to be despatched today. The Prospectus gives further details of the
Open Offer and contains a notice of a General Meeting to approve certain
resolutions necessary to implement the Open Offer, expected to be held at 10.00
a.m. on 14 January 2008 at the Barry Room, Royal Institute of British
Architects, 66 Portland Place, London W1B 1AD. The Prospectus gives further
details of the Open Offer, the New Ordinary Shares to be offered pursuant to the
Open Offer, the Rule 9 Waiver and the Company's business.
This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States, Australia,
Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South
Africa and does not constitute, or form part of, an offer or the solicitation of
an offer, or inducement, or invitation to subscribe for, buy, underwrite or
otherwise acquire, any rights, shares or other securities, nor the solicitation
of any vote or approval in any jurisdiction, nor shall there be any sale, issue
or transfer of shares in the Company in any jurisdiction in contravention of
applicable law. Any offer, invitation or inducement to acquire shares in the
Company will be made solely by means of the Prospectus, as updated by any
supplementary prospectuses, and the Application Form and any decision to keep,
buy or sell shares in the Company should be made solely on the basis of the
information contained in such document(s).
The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any State securities commission in the
United States or any other US regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of the
New Ordinary Shares or the accuracy or adequacy of this announcement or the
Prospectus. The securities referred to herein have not been and will not be
registered under the US Securities Act and may not be sold or offered in the
United States unless registered under the US Securities Act or any applicable
exemption from such registration. No public offering of New Ordinary Shares will
be made in the United States, Australia, Canada, Japan, New Zealand, the
Republic of Ireland or the Republic of South Africa.
This announcement includes statements that are, or may be, "forward-looking
statements". These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"plans", "anticipates", "targets", "aims", "continues", "expects", "intends",
"may", "will", "would" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the Group's
intentions, beliefs or current expectations concerning, among other things, the
Group's results of operations, financial condition, liquidity, prospects, growth
strategies and the markets in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: market position of
the Group, earnings, financial position, cash flows, return on capital,
anticipated investments and capital expenditures, changing business or other
market conditions and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the events described
herein and the Group. Forward-looking statements contained in this announcement
based on these trends or activities should not be taken as a representation that
such trends or activities will continue in the future.
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFFIFFASWSESE
Smc (LSE:SMC)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Smc (LSE:SMC)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024
