Download RNS Announcement - Petards Group plc

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Since the interim results were announced we have seen further revenue which we had expected to recognise in 2012 delayed into 2013. The cancellation by the Department for Transport of the InterCity West Coast franchise procurement has also caused some short term uncertainty. Despite this however, the Company still expects the operating performance for the year to 31 December 2012 to be in line with current market expectations and similar to the level achieved in 2011. In recent years the Company’s strategy has been to: maintain its position in the defence, emergency services and retrofit rail transport markets; strengthen its balance sheet; and become an established supplier to global train builders for new build vehicles. The Board intends to continue to pursue this strategy and in the longer term to consider acquisition opportunities. Takeover Code and mandatory offer provisions Under Rule 9 of the City Code, any person who acquires an interest (as such term is defined in the City Code) in shares which, taken together with the shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights in a company which is subject to the City Code, is normally required to make a general offer to all of 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 aggregate carry not less than 30 per cent. of the voting rights but does not hold shares carrying more than 50 per cent. of the voting rights of such a company, a general offer will normally be required if any further interests in shares are acquired by any such person. These limits apply to the entire concert party as well as the total beneficial holdings of individual members. Such an offer would have to be made in cash at a price not less than the highest price paid by him, or by any member of the group of persons acting in concert with him, for any interest in shares in the Company during the 12 months prior to the announcement of the offer. The Company is aware that Water Hall Group plc, which holds 29.9 per cent. of the Existing Ordinary Shares is close to a Rule 9 threshold. Providing that any New Ordinary Shares not subscribed for in the Open Offer are subscribed for in the Placing, and assuming they are not acting in concert with any other Shareholders, there will be no Rule 9 implications for any Shareholder accepting their Basic Entitlement in the Open Offer. However, in the event that any New Ordinary Shares not taken up in the Open Offer are not fully subscribed for in the Placing, it is possible that the acceptance by Water Hall Group plc of some or all of its Basic Entitlement could breach a Rule 9 threshold. Therefore, in circumstances where it is apparent that acceptance of Water Hall’s application for its Basic Entitlement in full would result in a breach of the Rule 9 threshold, Water Hall and Petards have agreed that Petards will scale back any such application made by Water Hall to such a level such that it would no longer result in a breach of a Rule 9 threshold on completion of the Open Offer and Placing. Open Offer statistics Closing Price per Existing Ordinary Share Issue Price of each New Ordinary Share Discount to Closing Price per Existing Ordinary Share 31 pence 25 pence 19.4 per cent. Number of Existing Ordinary Shares in issue 6,367,100 Entitlement under Open Offer 0.7067 Open Offer Shares for each 1 Existing Ordinary Share
Number of Open Offer Shares to be offered for subscription by the Company up to 4,500,000 Maximum proceeds of Open Offer (before expenses) £1,125,000 Maximum Enlarged Share Capital following Admission 10,867,100 Maximum percentage of Enlarged Share Capital represented by the New Ordinary Shares 41.4% Estimated aggregate net proceeds of the Open Offer £1,000,000 Expected timetable of principal events Record Date and time for entitlements under the Open Offer Announcement of the Open Offer and posting of the Circular and Application Forms Existing Ordinary Shares marked ‘ex’ by London Stock Exchange Basic Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders Notice of the Open Offer published in the London Gazette Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Open Offer Entitlements from CREST Latest time for depositing Basic Entitlements and Excess Open Offer Entitlements into CREST Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate) Results of Open Offer announced through an RIS Admission and commencement of dealings in the New Ordinary Shares New Ordinary Shares credited to CREST stock accounts Despatch of definitive share certificates for New Ordinary Shares 2012 5.00 p.m. on 24 October 7.00 a.m. on 26 October 8.00 a.m. on 26 October 8.00 a.m. on 29 October 29 October 4.30 p.m. on 9 November 3.00 p.m. on 12 November 3.00 p.m. on 13 November 11.00 a.m. on 15 November 16 November 22 November 22 November within 14 days of Admission For further information: Petards Group plc www.petards.com Andy Wonnacott, Finance Director Tel: 0191 420 3000 WH Ireland Limited www.wh-ireland.co.uk Mike Coe / Marc Davies Tel: 0117 945 3470
Page 1 and 2: 26 October 2012 Petards Group plc (
Page 3: Qualifying Shareholders should note

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