queen1
- 06 Mar 2006 21:50
- 166 of 190
Lupus Capital plc announces its unaudited preliminary results for the year ended 31 December 2005
Highlights:
Proposed major acquisition for 84 million
Sales increase of over 13%
3.176 million pre tax profits, up almost 7%
0.41p dividend per share in respect of the year, up over 5%
continued strong cash generation
CHAIRMAN'S STATEMENT
I am very pleased to announce the proposed acquisition of Schlegel, an international door and window seal manufacturer for 84 million for which we will be holding an EGM on 29 March 2006. Full details are enclosed in the prospectus
that is being published on 6 March.
It is also very satisfying to be able to report to you an outstanding year for your company in relation to our existing business. Sales were up 13.2% to 7.479 million (2004: 6.607 million) and adjusted pre-tax profits increased 6.8% to
3.176 million (2004: 2.974 million) before goodwill, the lesot charge and exceptional items. On an unadjusted basis for the above items the reported pre-tax result for 2004 was a loss of 5.050 million.
A growing dividend has also been one of our objectives and we have been able, yet again, to achieve this with a series of proposed dividends.
We are recommending a final dividend for 2005 of 0.278p (2004: 0.264p) which is an increase of over 5%. This final dividend will be paid to shareholders following the AGM, which we expect to hold in May 2006.
We also intend to pay a special interim dividend of 0.114p per Ordinary Share in respect of the quarter ending 31 March 2006 to shareholders on the register on 31 March 2006. This special interim dividend will be paid to shareholders on 21 April 2006.
In addition we expect to pay, firstly, a further interim dividend of 0.049p for the first half of 2006. These two interims for existing shareholders will make a total dividend for the first half of 2006 of 0.163p (0.132p) up 23% from the 2005 first half. Secondly, we are planning a final dividend for the six months ending 31 December 2006 of 0.292p (2005: 0.278p).
Thus we expect, in the absence of unforeseen circumstances, to declare dividends (including the special interim dividend) for the financial year ending 31 December 2006 totalling 0.455p. This is equivalent to a dividend yield of 3.25 per cent at the issue price of the shares for the acquisition and will mean an increase for existing shareholders of almost 11 per cent over the level of 2005 dividends. It is the intention of the Board to maintain a progressive dividend policy in the future.
We are very excited about the progress that we are making with your company. Our results are good, backed up by strong cash generation and a progressive dividend policy. The acquisition of Schlegel, a leading building products
manufacturer, is yet another step in creating a successful growing international business in line with our strategy of developing Lupus Capital plc.
pjstanton
- 08 Mar 2006 09:41
- 167 of 190
So we will get the chance of buying in at a 1 for 3 ratio, presumably at 0.14p
Worth it or not ??
Anyone with any good research out there ?? Would be very interested to know more about "Schlegel"
regards
Peter
===========================================================================
RNS Number:3134Z
Lupus Capital PLC
03 March 2006
Not for release, publication or distribution into the United States, Canada,
Japan or Australia
Lupus Capital plc ("Lupus" or "the Company")
Proposed acquisition of Schlegel
Placing of 299,339,334 New Ordinary Shares at 14 pence per New Ordinary
Share
Open Offer of up to 79,232,095 New Ordinary Shares at 14 pence per New Ordinary
Share
Admission of the Enlarged Share Capital to trading on AIM
Summary
- Lupus announces it has conditionally agreed to acquire the Schlegel
building products business from UniPoly Holdings Limited and its subsidiary
for approximately 84 million in cash payable on completion.
- Schlegel is a leader in the manufacturing and marketing of door seals,
selling its products worldwide. For the year ended 31 December 2005,
Schlegel had sales of 69.3 million and generated profit before interest and
tax of 10.0 million, after management services fees of 0.7 million.
- The consideration will be funded partly through a Placing and Open Offer
of 378,571,429 New Ordinary Shares at a price of 14 pence per share and
partly through a new debt facility of up to 45 million to be provided by
HSBC and HBOS.
- Of the Ordinary New Shares being issued, 299,339,334 shares have been
placed firm with institutional and certain other investors under the Placing
and 79,232,095 shares will be offered to existing shareholders under the
terms of the Open Offer on the basis of one share for every three held as at
1 March 2006.
- The Acquisition is categorised as a reverse takeover for Lupus under the
Listing Rules and as such requires the consent of Lupus shareholders to be
sought at the EGM expected to be held on 29 March 2006 at 11:00 a.m..
- Lupus is applying for the cancellation of the listing of its Existing
Ordinary Shares from the Official List on completion of the Acquisition and
will simultaneously apply for the Enlarged Share Capital to be admitted to
trading on AIM.
- Lupus has today announced its preliminary results for the year ended 31
December 2005.
- HSBC is acting as nominated adviser and broker to Lupus and is sole
underwriter to the Placing and Open Offer.
Commenting on the Acquisition, Greg Hutchings, Executive Chairman of Lupus,
said:
"We are very excited about the progress that we are making with the Company.
Our results are good, backed up by strong cash generation and a progressive
dividend policy. The acquisition of Schlegel, an international building
products manufacturer, is yet another step in creating a successful growing
international business in line with our strategy of developing Lupus Capital
plc."
This summary should be read in conjunction with the full text of the following
announcement and the prospectus and circular to Shareholders relating to the
Acquisition, Placing and Open Offer and Admission to AIM, which will be posted
to Shareholders shortly.
Enquiries:
Alan Frame
Equity Development
0207 405 7777
07850 944187
HSBC Bank plc:
Rupert Faure Walker Nick Donald
Managing Director Head of UK Equity Capital Markets
0207 992 2101 0207 992 2151
pjstanton
- 08 Mar 2006 13:12
- 168 of 190
The view from the Schlegel website
www.schlegel.com
===========================================================
Lupus Acquire Schlegel Building Products
Schlegel Building Products Press Release:
On Friday, March 3, Greg Hutchings the, chairman of Lupus Capital, announced the company has agreed to acquire Schlegel Building Products from Unipoly.
Schlegel Building Products is a worldwide leader in the manufacturing and marketing of sealing systems for windows, doors, printers, copiers, and specialized automotive components. In fiscal year 2005 Schlegel had worldwide sales of $125m.
Lupus Capital is a specialist investment vehicle and a publicly traded company on the London Stock Exchange. For 15 years, Greg Hutchings ran Tomkins a large $9 billion conglomerate. Hutchings said "We are very excited about the progress we are making.
The acquisition of Schlegel an international building products manufacturer, is yet another step in creating a successful growing international business in line with our strategy of developing Lupus Capital PLC."
The Schlegel management team under CEO Ian Pawson will continue to run Schlegel Building Products. Ian Pawson said " The existing business has a strong brand and good market positions which we will seek to build on. We will look to increase sales to existing customers, exploit new market segment opportunities, and invest in new product opportunities. Schlegel is the foundation of a substantial new Building Products Group."
Ian Pawson
Chief Executive
ian.pawson@schlegel.com
UK gsm +44 7818 013 207
USA gsm+1 585 935 1155
US Office+1 585 427 7200 ext 5255
Paul Prezzano
Schlegel Building Products-Vice President Sales and Marketing
paul.prezzano@schlegel.com
US Office +1 585-427-7200 ext: 5294
Philip Bond
Joint Managing Director Europe
philip.bond@schlegel.com
UK Tel: +44 1462 815500
UK Fax: +44 1462 814781
UK Mob: +44 7740 213673
proptrade
- 19 Mar 2007 10:11
- 176 of 190
well...what an announcment today!
Lupus Capital PLC
19 March 2007
Not for release, publication or distribution into the United States, Canada,
Japan or Australia
Lupus Capital plc ('Lupus Capital' or 'the Company')
Proposed acquisition of the Security Systems Division of The Laird Group PLC
('Laird Security Systems')
Summary
Lupus Capital announces that it has conditionally agreed to acquire the
Security Systems Division of The Laird Group PLC for approximately 242.5
million in cash. Approximately 230 million of the consideration will be
payable on Completion with a further 12.5 million deferred and payable 12
months after Completion.
Laird Security Systems is a leader in the design, development, manufacture
and distribution of innovative products and solutions, which aim to improve
performance and thermal efficiency and enhance protection and security, for
homes and buildings within the UK and US residential building and home
improvement markets.
For the year ended 31 December 2006, Laird Security Systems had sales of
237.7 million and generated operating profit after divisional management
costs and before management charges, exceptional items and amortisation of
acquired intangible assets of 31.6 million.
The consideration will be funded partly through a 136 million
underwritten equity offering and partly through a new debt facility of up to
120 million to be provided by HSBC, HBOS and RBS.
HSBC has irrevocably undertaken to underwrite a 136 million equity
offering to finance part of the proposed acquisition. The timing and terms
of the Equity Offering will be announced in due course. It is expected that
the Equity Offering will be launched once the required Prospectus in
relation to the offering has been finalised and approved by the UK Listing
Authority.
Lupus Capital's shares were suspended from trading on 14 March 2007. The
shares will remain suspended until publication of the Prospectus.
The Acquisition is conditional, inter alia, on the Resolutions being
passed by Lupus Capital Shareholders at the EGM, the receipt of US antitrust
clearance under the Hart-Scott-Rodino Act and approval of the transaction by
the shareholders of The Laird Group PLC.
The Acquisition is categorised as a reverse take-over for Lupus Capital
under the AIM Rules for Companies and as such requires the consent of Lupus
Capital shareholders to be sought at the EGM expected to be held in April
2007.
Lupus Capital announced its preliminary results for the year ended 31
December 2006 on 2 March 2007. These results are stated in UK GAAP.
HSBC is acting as nominated adviser and broker to Lupus Capital and has
irrevocably undertaken to underwrite the Equity Offering.
Commenting on the Acquisition, Greg Hutchings, Executive Chairman of Lupus
Capital, said:
'Following our recent announcement of record results, together with the
successful integration of the Schlegel Building Products business, we are
delighted to announce the acquisition of Laird Securities Systems. The
acquisition is an exciting opportunity for Lupus and its shareholders and is
entirely in line with our strategy of acquiring asset based, positive cash flow
companies operating in industrial manufacturing, processes or services and is a
significant step in creating a successful growing international business.'
This summary should be read in conjunction with the full text of the following
announcement and the Prospectus to Shareholders relating to the Acquisition and
Equity Offering, which will be posted to Shareholders shortly.
Enquiries:
Equity Development 020 7405 7777
Alan Frame
HSBC Bank plc:
Investment Banking
Rupert Faure Walker 020 7992 2101
James Pincus 020 7992 2121
Equity Capital Markets
Nick Donald 020 7991 1504
James Taylor 020 7992 2179
Further information on Lupus Capital plc is available on the company's website
(
www.lupuscapital.co.uk
)
Not for release, publication or distribution into the United States, Canada,
Japan or Australia
HSBC is acting exclusively for Lupus Capital plc and no one else in relation to
the Acquisition and Equity Offering referred to in this announcement and will
not be responsible to anyone other than Lupus Capital for providing the
protections afforded to their clients or for providing advice in relation to the
Acquisition and Equity Offering or any other matter referred to in this
announcement.
No offer or invitation to acquire shares in Lupus Capital plc is being made by
or in connection with this announcement. Any such offer will be made solely by
means of the Prospectus to be published by Lupus Capital plc in due course and
any acquisition of Ordinary Shares should be made on the basis of the
information contained in such Prospectus.
The Prospectus containing details of, inter alia, the Acquisition, the Equity
Offering and a notice of an Extraordinary General Meeting of the Company, to be
held at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, is
expected to be posted to Shareholders shortly, together with supporting
documentation and separate form of proxy for use at the Extraordinary General
Meeting. Copies of the Prospectus will also be available to the public, free of
charge, from the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY
and the registered office of the Company up until Admission.
This announcement and the information contained herein are not an offer for sale
of securities in or into the United States, Australia, Canada or Japan or in any
other jurisdiction. The Ordinary Shares, nor any rights to subscribe for such
Ordinary Shares, have not been and are not being registered under the United
State Securities Act of 1933, as amended (the Securities Act) and may not be
offered or sold in the United States or to or for the account or benefit of US
persons (as such terms are defined in Regulation S under such Act) absent
registration under, or an exemption from registration under, or in a transaction
not subject to the requirements of, the Securities Act. There will be no public
offer of securities in the United States.
This announcement and the information contained herein does not constitute an
offer to sell, exchange or transfer any securities of Lupus Capital plc and is
not soliciting an offer to purchase, exchange or transfer such securities in any
jurisdiction where the offer, sale, exchange or transfer is not permitted or to
any person or entity to whom it is unlawful to make that offer, sale, exchange
or transfer.
This announcement contains 'forward-looking statements' which include all
statements other than statements of historical facts, including, without
limitation, those regarding Lupus Capital's financial position, business
strategy, plans and objectives of management for future operations and any
statements preceded by, followed by or that include forward-looking terminology
such as the words 'targets', 'believes', 'estimates', 'expects', 'aims', '
intends', 'can', 'may', 'anticipates', 'would', 'should', 'could' or similar
expressions or the negative thereof. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond Lupus
Capital's control that could cause the actual results, performance or
achievements of Lupus Capital to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions
regarding Lupus Capital's present and future business strategies and the
environment in which Lupus Capital will operate in the future. These
forward-looking statements speak only as at the date of this announcement. Lupus
Capital expressly disclaims any obligation or undertaking to disseminate any
updates or revisions in relation to any forward-looking statements contained
herein to reflect any change in Lupus Capital's expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based save as required by FSMA, the Prospectus Rules, Disclosure
and Transparency Rules and the AIM Rules. As a result of these factors, the
events described in the forward-looking statements in this announcement may not
occur.
Not for release, publication or distribution into the United States, Canada,
Japan or Australia
Lupus Capital plc ('Lupus Capital' or 'the Company')
Proposed acquisition of the Security Systems Division of The Laird Group PLC ('
Laird Security Systems')
1. Background and introduction:
Lupus Capital announces that it has conditionally agreed to acquire the Laird
Security Systems Division of The Laird Group PLC for approximately 242.5
million in cash. Approximately 230 million of the consideration will be payable
on Completion with a further 12.5 million deferred and payable 12 months after
Completion.
The consideration will be funded partly through a 136 million underwritten
equity offering and partly through a new debt facility of up to 120 million to
be provided by HSBC, HBOS and RBS.
HSBC has irrevocably undertaken to underwrite a 136 million equity offering to
finance part of the proposed acquisition. The timing and terms of the Equity
Offering will be announced in due course. It is expected that the Equity
Offering will be launched once the required Prospectus in relation to the Equity
Offering has been finalised and approved by the UK Listing Authority.
For the year ended 31 December 2006, Laird Security Systems had sales of 237.7
million and generated operating profit after divisional management costs and
before management charges, exceptional items and amortisation of acquired
intangible assets of 31.6 million.
The Acquisition is categorised as a reverse take-over for Lupus Capital under
the AIM Rules for Companies and as such requires the consent of the Existing
Shareholders to be sought at the EGM expected to be held in April 2007.
Lupus Capital's shares were suspended from trading on 14 March 2007. The shares
will remain suspended until the publication of the Prospectus.
The Acquisition is conditional, inter alia, on the Resolutions being passed by
Lupus Capital Shareholders at the EGM, the receipt of US antitrust clearance
under the Hart-Scott-Rodino Act and approval of the transaction by the
shareholders of The Laird Group PLC.
HSBC is acting as nominated adviser and broker to Lupus Capital and has
irrevocably undertaken to underwrite the Equity Offering.
The Directors of Lupus Capital believe that Laird Security Systems is a
profitable and highly cash generative business with an international
manufacturing capability that makes good margins and operates in a sector that
the Lupus Capital management team know well. Laird Security Systems owns a
number of brands recognised throughout the industry and the business has good
market shares in its key markets.
Laird Security Systems represents a very strong fit with Lupus Capital's
strategy of acquiring asset based, positive cash flow companies operating in
industrial manufacturing, processes or services. The acquisition of Laird
Security Systems will provide a number of operational benefits which are
expected to create sustainable value for Lupus Capital shareholders:
The Acquisition gives Lupus Capital a good position in the building
products sector where long term trends towards higher standards of manufacture
and build, increased emphasis on personal security, and more stringent thermal
efficiency standards are each expected to underpin secular demand.
Laird Security Systems complements Lupus Capital's existing Schlegel
Building Products business and offers the potential for selling Laird Security
Systems' products through Schlegel Building Products' extensive international
distribution network.
Laird Security Systems' Chinese manufacturing subsidiary and developed
Far East sourcing network, allied to Schlegel Building Products' existing
arrangements, will help access sourcing from cost efficient locations for both
Laird Security Systems and Schlegel Building Products.
Laird Security Systems has demonstrated a consistent track record of
sales and cash generation over the past three years. The business operates in
the US and UK markets which are both profitable and have long term growth
characteristics.
Lupus Capital will look to use Laird Security Systems as a platform for growth
and will work with the management of Laird Security Systems to drive operational
improvements through the business, to pursue organic growth opportunities and to
make add-on acquisitions where they will add value.
2. Principal terms of the Acquisition
The Acquisition Agreement is dated 19 March 2007, and is made between The Laird
Group PLC, Laird Overseas Holdings Limited (the 'Seller'), Amesbury Acquisition
Holdings, Inc., Jasper Acquisition Holdings Limited (together 'the Buyers') and
Lupus Capital plc. The Buyers are wholly owned subsidiaries of Lupus Capital.
The purchase consideration is approximately 242.5 million in cash with
approximately 230 million of the consideration payable on Completion and a
further 12.5 million deferred and payable 12 months after Completion
The Acquisition Agreement is conditional upon the satisfaction of the following
conditions:
- the readmission to trading of the Enlarged Share Capital of Lupus
Capital on AIM following the cancellation of their listing pursuant to Rule 14
of the AIM Rules for Companies;
- the passing at an Extraordinary General Meeting of Lupus Capital of
any resolution or resolutions required to approve the acquisition of Laird
Security Systems;
- the passing at an Extraordinary General Meeting of The Laird Group PLC
of any resolution or resolutions required to approve the disposal of the Laird
Security Systems (this is because the disposal of Laird Security Systems is,
under the Listing Rules, a Class 1 transaction for The Laird Group PLC);
- US antitrust clearance under the Hart-Scott-Rodino Antitrust
Improvements Act;
- The Laird Group PLC having carried out certain pre-completion
intra-group transactions such that Laird Security Systems can be disposed of as
agreed between the parties; and
- The Laird Group PLC having given the requisite notice to novate or
prepay certain loan stock issued by Laird Inc.
The Acquisition is expected to close approximately four weeks after the Lupus
Capital EGM, if all of the above conditions are met.
Further information on the terms and conditions of the Acquisition will be
contained in the Prospectus to be published and sent to shareholders shortly.
3. Information on Laird Security Systems
Laird Security Systems is a leader in the design, development, manufacture and
distribution of innovative products and solutions. These aim to improve
performance and thermal efficiency and enhance protection and security, for
homes and buildings within the UK and US residential building and home
improvement markets. Its wide range of products includes window and door
hardware, composite doors, conservatories, uPVC products and window seals.
In recent years, the product range has been broadened and the business is being
repositioned towards the higher growth segments of its markets. Laird Security
Systems sources an increasing proportion of its hardware products from its well
established supply base in China, both from its own manufacturing facilities and
from its partner suppliers.
For the year ended 31 December 2006, Laird Security Systems had sales of 237.7
million (2005: 230.9 million) and generated operating profit after divisional
management costs and before management charges, exceptional items and
amortisation of acquired intangible assets of 31.6 million (2005: 31.7
million).
4. Information on Lupus Capital
Lupus Capital is a holding company whose shares are traded on AIM. Lupus Capital
has a declared strategy:
to build shareholder value through the acquisition of industrial assets
with the potential for development;
to apply the executive team's management skills and systems to improve
profitability; and
to use a variety of funding mechanics and exit strategies to enhance
shareholder value.
Lupus Capital owns two operating businesses, Schlegel Building Products, an
international manufacturer of window seals and related building products and
Gall Thomson, which is a supplier of marine and industrial breakaway couplings.
On 2 March 2007, Lupus Capital announced its results for the year ended 31
December 2006. Lupus Capital recorded sales of 62.9 million (2005: 7.5
million) and operating profit of 11.5 million (2005: 2.3 million). These
results are as stated under UK GAAP. The Prospectus will contain financial
information as stated under IFRS. The 2006 results are not directly comparable
to 2005 as they include a major acquisition.
5. Suspension in trading of Lupus Capital's shares
Further to the announcement made by Lupus Capital on 14 March 2007, Lupus
Capital's shares were suspended from trading with effect from 10.00 a.m. on 14
March 2007. The Ordinary Shares will remain suspended until the Prospectus is
posted to shareholders.
6. Details of the Equity Offering
HSBC has irrevocably undertaken to underwrite a 136 million equity offering to
finance part of the proposed acquisition. The timing and terms of the future
Equity Offering will be announced in due course. It is expected that the Equity
Offering will be launched once the required Prospectus in relation to the
offering has been finalised and approved by the UK Listing Authority.
7. Financial effects of the transaction on Lupus Capital
The Acquisition will have a transforming impact on the financial position of
Lupus Capital. The Directors believe that, taking into account the impact of the
Equity Offering, the Acquisition would have been earnings enhancing for the
Enlarged Group had it occurred at the start of the 2006 financial year. This
statement should not be interpreted to mean that future earnings of the Enlarged
Group will necessarily match or exceed the Group's historical published
earnings.
An unaudited pro forma net assets statement showing the financial effects of the
Transaction on Lupus Capital will be set out in the Prospectus to be published
and sent to shareholders shortly.
8. Trends in current trading and prospects
Lupus Capital
Gall Thomson's trading in 2007 to date has been good and the business has a
healthy order book. Gall Thomson expects that there will be good prospects for
the offshore oil and gas market over the coming year. This is being driven by
the continuing expansion in the use of sub-sea production technologies, the move
into deep water areas and the exploitation of marginal fields.
KLAW has continued to extend its product range and has increased its marketing
efforts to penetrate the industrial couplings market.
Schlegel Building Products has started 2007 with encouraging order levels across
its various businesses and since the year end has traded in line with
expectations.
Laird Security Systems
Since 31 December 2006, Laird Security Systems has continued to trade in line
with expectations.
9. Directors, Employees and Key Personnel of the Enlarged Group
Following Completion, the senior management of Laird Security Systems under the
existing leadership of Rich Koopmann in the US and Nick Whitwell and Vince
Conroy in the UK will remain with Laird Security Systems.
The existing employment rights, including pension rights, of employees of both
Lupus Capital and Laird Security Systems will be fully safeguarded.
10. Extraordinary General Meeting
It is expected that an Extraordinary General Meeting of the Company will be held
in April 2007 at the offices of Slaughter and May, One Bunhill Row, London EC1Y
8YY for the purpose of considering and, if thought fit, passing the Resolutions.
Further details will be set out in the Prospectus to be published and sent to
shareholders shortly.
11. Recommendation
The Board, which has been so advised by HSBC, consider that the Transaction is
in the best interests of Lupus Capital's Shareholders. In providing this
advice, HSBC has taken into account the Directors' commercial assessment of the
Transaction. Accordingly, the Board recommends that you vote in favour of the
Resolutions to be proposed at the EGM as the Directors intend to do in respect
of their own beneficial shareholdings, amounting to 33,505,145 Ordinary Shares
representing approximately 5.4 per cent. of the issued share capital of Lupus
Capital. In addition, the trustees of the LESOT have indicated that they intend
to vote in favour of the Resolutions in respect of their holding of 63,385,676
Ordinary Shares representing approximately 10.3 per cent. of the issued share
capital of Lupus Capital.
12. Documentation
A Prospectus to Shareholders containing the full terms and conditions of the
Acquisition and the Equity Offering, together with the relevant supporting
documentation is expected to be published and despatched to Lupus Capital
Shareholders shortly.
The Prospectus to Shareholders will also contain notice of the Extraordinary
General Meeting of Lupus Capital expected to be held in April 2007 for the
purposes of considering the necessary resolutions to implement the Acquisition
and Equity Offering.
Copies of the Prospectus will also be available to the public, free of charge,
from the offices of Slaughter and May, at One Bunhill Row, London EC1Y 8YY, and
the registered office of the Company until Admission.
Appendix 1: Definitions
The following definitions are used throughout this announcement except where the
context requires otherwise:
'Acquisition' the acquisition by Lupus Capital, through the Purchasing Subsidiaries,
from The Laird Group PLC, of the Transferred Assets and entire issued
share capital of the Transferred Subsidiaries
'Acquisition Agreement' the conditional agreement for the Acquisition dated 19 March 2007
between Lupus Capital, the Purchasing Subsidiaries, Laird Overseas
Holdings Limited and The Laird Group PLC
'Admission' the admission of the Enlarged Share Capital to trading on AIM
'AIM' the Alternative Investment Market
'AIM Rules for Companies' the rules published by the London Stock Exchange, which set out the
rules and responsibilities in relation to AIM companies, as amended
from time to time
'Amesbury Acquisition Holdings' Amesbury Acquisition Holdings, Inc, a company incorporated under the
laws of the State of Delaware, USA
'Business' the building products related businesses as carried out by Laird
Security Systems
'Companies Act' or 'Act' the Companies Act 1985, as amended by the Companies Act 1989
'Completion' completion of the Acquisition and the Equity Offering in accordance
with the terms of the Equity Offering and Acquisition Agreement
'Enlarged Group' the Lupus Capital Group as enlarged by Laird Security Systems
'Enlarged Share Capital' the issued ordinary share capital of Lupus Capital immediately
following completion of the Equity Offering including the Existing
Ordinary Shares and the New Ordinary Shares
'Equity Offering' the 136 million equity offering, irrevocably underwritten by HSBC, to
part finance the proposed acquisition, the timing and terms of which
will be announced in due course
'Existing Ordinary Shares' the Ordinary Shares in issue as at the date of this announcement
'Existing Shareholders' the holders of the Existing Ordinary Shares
'Extraordinary General Meeting' the extraordinary general meeting of Lupus Capital expected to be held
or 'EGM' in April 2007, notice of which is set out in the Prospectus
'FSA' Financial Services Authority
'FSMA' the Financial Services and Markets Act 2000
'Gall Thomson' Gall Thomson Environmental Limited, incorporated in England and Wales
under the Act with registered number 2852924
'HSBC' HSBC Bank plc, a company incorporated in England and Wales under the
Act with registered number 14259
'IFRS' International Financial Reporting Standards
'Jasper Acquisition Holdings Jasper Acquisition Holdings Limited, a company incorporated in England
Limited' and Wales under the Act with registered number 6078798
'KLAW' KLAW Products Limited, a company incorporated in England and Wales
under the Act with registered number 316007
'LESOT' the Lupus Capital Employee Share Ownership Trust
'Listing Rules' the Listing Rules of the FSA
'London Stock Exchange' London Stock Exchange plc
'Lupus Capital' Lupus Capital plc, a company incorporated in England and Wales under
the Act and domiciled in the UK with registered number 2806007
'Lupus Capital Group' or 'the Lupus Capital and its subsidiaries, or any one or more of them as the
Group' context requires
'LSSD UK Limited' LSSD UK Limited, a company incorporated in England and Wales under the
Act with registered number 2838541
'LSSD UK Limited Subsidiaries' Balance UK Limited; Designgarden Limited; ERA Products Limited;
Crompton Limited; EWS (Manufacturing) Limited; Intron Limited; Homesafe
Doors Limited; Laird Lifestyle Products Limited; Laird Security
Hardware Limited; Omega Spring Technology Limited; LSS Trading (Ningbo)
Limited; J.K. Furnex Limited; Laird Security Systems (Ningbo) Limited;
Amesbury Springs Limited; Feneseal Limited; Hardware Engineering
Limited; Euromond Limited; Linear Limited; Lindman Group Limited;
Lindman Limited; Securidor (Holdings) Limited; Securidor Limited;
Ventrolla Limited; and LSSD UK (No.1) Limited
'New Ordinary Shares' the new ordinary shares of 0.5p each to be issued by Lupus Capital
pursuant to the Equity Offering
'Notice' the notice of the Extraordinary General Meeting of Lupus Capital to be
held for the purpose of considering and, if thought fit, passing the
Resolutions
'Ordinary Shares' ordinary shares of 0.5p each in the capital of Lupus Capital
'Prospectus' the prospectus, prepared in accordance with the Prospectus Rules, to be
published and despatched to Shareholders shortly
'Prospectus Rules' the Prospectus Rules of the Financial Services Authority
'Purchasing Subsidiaries' Amesbury Acquisition Holdings, Inc. and Jasper Acquisition Holdings
Limited
'Resolutions' the ordinary resolutions and special resolutions approving the
Acquisition and Equity Offering to be proposed at the EGM
'Securities Act' the US Securities Act of 1933, as amended
'Shareholders' the holders of Ordinary Shares in Lupus Capital
'Share Incentive Arrangements' the LESOT and the EMI Scheme (including the option agreement between
Lupus Capital and Greg Hutchings granted under the EMI Scheme) and the
subscription agreement between the Trustees and Lupus Capital
'Transaction' the Acquisition, Equity Offering and the Resolutions
'Trustees' the trustees of the LESOT
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'UK GAAP' generally accepted accounting principles in the UK
'UK Listing Authority' or 'UKLA' the Financial Services Authority acting in its capacity as the
competent authority for the purpose of Part VI of the Financial
Services and Markets Act 2000
'Uncertified Share' or ' a share or other security which is in an uncertificated form
uncertificated share'
'US', 'USA' or 'United States' the United States of America, its territories and possessions, any
state of the United States and the District of Columbia and all other
areas subject to its jurisdiction
pjstanton
- 26 Mar 2007 12:03
- 181 of 190
lookin' good !!!
Lupus Capital PLC
26 March 2007
Publication of Prospectus
Further to its announcement this morning of the launch of a placing and open
offer in connection with the proposed acquisition of the Security Systems
Division of The Laird Group PLC ('Laird Security Systems'), Lupus Capital plc
('Lupus Capital' or the 'Company') announces that it has published the
Prospectus in relation to the placing and open offer.
Following the publication of the Prospectus, it is expected that trading in the
ordinary shares of Lupus Capital will be restored to trading on AIM shortly.
Lupus Capital has filed with the Financial Services Authority (the 'FSA') in
accordance with Rule 3.2 of the Prospectus Rules of the FSA, a prospectus
containing details of, inter alia, the proposed acquisition of Laird Security
Systems, the firm placing and open offer of 755,555,556 new ordinary shares at
18 pence per new ordinary share, a notice of an Extraordinary General Meeting of
the Company, to be held at the offices of Slaughter and May, One Bunhill Row,
London EC1Y 8YY at 10.30am on 19 April 2007, and the admission of the new
ordinary shares issued pursuant to the placing and open offer to trading on AIM
(the 'Prospectus').
Copies of the Prospectus have been submitted to the FSA, and will shortly be
available for inspection at the FSA's Document Viewing Facility, which is
situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf,
London, E14 5HS (Tel: 020 7066 1000).
A copy of the Prospectus will also be available shortly on the Company's website
at
www.lupuscapital.co.uk
TheFrenchConnection
- 10 Apr 2007 02:22
- 185 of 190
Amities ..! *****Once our new aquisition is nicely bedded down into the overall company this stock will fly !.l stake my reputation and a great deal of my own money on that fact. CEO Greg Hutchings is no mans fool. !! He is astute,patient,wilful and internationally connected .A man driven by hunger for success revisted .(As with Tomkins which he took from a 40p company into a 400p outfit) . ln short he is a conglomerate buider of the very best kind and has nothing to prove to anyone. When a businessman / CEO / Chairman of this calibre buys 90 million shares in a PLC in his name,his wifes name, and sets up a family trust for siblings you get this gut feeling your onto a very good thing . l have followed LUP from 2p when Stockern/ Flight brought OCTARI out of suspension and via that buy out aquired Gall and Thompson who make oil couplings and the "KLAW" brand .....And even then this smallcap was chased up to 23p on mere froth and a m/c of 10m lol..........................Since then we have come such a long way.- with an expected m/c of 350 m following phenomonal performances - both organically and by aquisition .Our fundementals are strong, robust and progressive; and and our chart steady and itching to be let free ,and yet the market has only juste tagged onto this one ..A RERATING must be on the cards . ..How many stocks costing 19p pay a progressive dividend as a matter of policy with high div cover. ? Thats Frank Hoads strong influence . Do not get me wrong . This is not a charity as its Latin name suggests ,,,,LUPUS-WOLFISH ...DYOR and be prepared for a few nice surprises . .... 60/75p by next annuals . l will take ANY wager on that **************** Our Jewish brothers have a saying " Give me a needle and thread and i will give you the world " Well l believe in LUP you will find your own needle and thread . Make of it what you will . But this is a giant success story in the making . . @+ J. ....