Press Releases
Rejection of proposals
05/03 2010
The Board of Forth Ports PLC ("Forth Ports") confirms that it has received two conditional proposals from a consortium comprising AEIF General Partner Limited, Peel Ports Holdings Limited and RREEF Limited.
The first proposal, which was received on 28 January 2010, was at 1,285p per share in cash and the second, received on 3 February 2010, was 4.3% higher at 1,340p per share. The Board considered both of these proposals carefully and, having discussed them with its financial advisers, Commerzbank AG London Branch, and its corporate broking advisers, Investec Bank plc, the Board is of the unanimous view that these proposals fall far short of the value of Forth Ports. Forth Ports agreed to meet the consortium in their role as shareholders, following publication of the preliminary results of Forth Ports for the financial year ended 31 December 2009.
Forth Ports owns a portfolio of seven ports in the UK, including Tilbury in London, Grangemouth, Scotland's largest container port, and Leith in Edinburgh. These ports generate an income stream with a high level of predictability and have strong organic growth prospects.
In addition, Forth Ports has a number of other valuable assets, including a 33% shareholding in Tilbury Container Services, a substantial property portfolio and a number of renewable energy projects. The latest published Market Value of Forth Ports' property development assets was substantially lower than it was at 31 December 2007 and the Board believes that the portfolio has the potential to appreciate greatly in value when property markets recover. The Board also believes that the renewable energy projects in which Forth Ports has invested will generate significant value in future years.
The preliminary results of Forth Ports for the financial year ended 31 December 2009 are scheduled to be announced on 22 March 2010.
This announcement has been made without the consent of the consortium. There is no certainty that an offer will be forthcoming or as to the terms of any offer.
Enquiries:
Brunswick Group LLP
Jon Coles
Kate Miller
0207 404 5959
Responsibility statement
The Directors of Forth Ports accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Forth Ports (who have taken all reasonable care to ensure that such is the case), the information in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% of more of any class of "relevant securities" of Forth Ports, all "dealings" in any "relevant securities" of Forth Ports (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Forth Ports, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all dealings in "relevant securities" of Forth Ports by the potential offeror or Forth Ports, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction (unless the "dealing" is for discretionary clients and the associate is an "exempt fund manager" in which case the "dealing" must be privately disclosed in accordance with Notes 4(b) and 5(b) to Rule 8).
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Forward looking statements
Certain statements in this announcement are forward looking statements. By their nature, forward looking statements involve a number of risks, uncertainties or assumptions which could cause actual results or events to differ materially from those expressed or implied by the forward looking statements. These risks, uncertainties or assumptions could adversely affect the outcome and financial effects of the matters described herein. Forward looking statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. You should not place undue reliance on forwarding looking statements, which speak only as at the date of this announcement. Except as required by law, Forth Ports is under no obligation to update or keep current the forward looking statements contained in this announcement or to correct any inaccuracies in such forward looking statements.
No profit forecast
No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that future published earnings per share of Forth Ports will match or exceed the historical published earnings per share of Forth Ports.
Relevant securities in issue
In accordance with Rule 2.10 of the Code, Forth Ports confirms that, as at the close of business on 5 March 2010, its issued share capital comprised 45,689,110 ordinary shares of 50 pence each. The International Securities Number ("ISIN") for these securities is GB0003473104.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on Forth Ports' website: www.forthports.co.uk.
Commerzbank AG London Branch ("Commerzbank") is authorised by Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), the German Federal Financial Supervisory Authority, and authorised and subject to limited regulation by the Financial Services Authority. Commerzbank is acting for Forth Ports in relation to any potential offer and is not advising any other person and will not be responsible to anyone other than Forth Ports for providing the protections afforded to customers of Commerzbank or for providing advice in relation to any potential offer.
Investec Bank plc ("Investec"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Forth Ports in relation to any potential offer and is not advising any other person and will not be responsible to any one other than Forth Ports for providing the protections afforded to customers of Investec or for providing advice in relation to any potential offer.
