THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION TO BE CONTAINED IN THE PROSPECTUS.
Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Costain in any jurisdiction in which any such offer or solicitation would be unlawful.
This announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notice' section.
27 February 2014
COSTAIN GROUP PLC
PROPOSED £75 million capital raising BY WAY OF Firm Placing and Placing and Open Offer of 33,382,068 NEW ORDINARY SHARES AT 225 PENCE PER SHARE
Costain Group PLC ('Costain' or the 'Company'), one of the leading tier one engineering solutions providers to the UK infrastructure, energy and water markets, today announces that it proposes to raise gross proceeds of approximately £75.1 million by way of a Firm Placing and Placing and Open Offer of, in aggregate, 33,382,068 New Ordinary Shares at an issue price of 225 pence per New Ordinary Share (the 'Capital Raising').
SUMMARY
− Costain proposes to raise gross proceeds of up to approximately £75.1 million through a Firm Placing and Placing and Open Offer:
o £25.0 million to be raised through the Firm Placing; and
o £50.1 million to be raised through the Placing and Open Offer.
− Costain is one of the leading tier one engineering solutions providers to the UK infrastructure, energy and water markets.
− These markets are defined by significant and long term planned expenditure programmes underpinned by committed regulated spend and essential capital investment.
− Costain's major customers are consolidating their supply chains as they seek to work in a more strategic and collaborative manner with a reduced number of tier one solutions providers, such as Costain, who have the ability to deliver increasingly complex and large scale projects.
− The Capital Raising will enable Costain to take greater advantage of the opportunities in its chosen markets and thereby accelerate the Group's medium and long term growth prospects.
− Specifically, the proceeds of the Capital Raising will be utilised:
o to demonstrate to customers the Group's financial capacity to support the anticipated further increases in contract size and duration;
o to invest in innovation and technology necessary to enhance the service offering to customers;
o to finance bid costs associated with a greater number of large scale projects for which the Company is in a position to tender;
o to fund likely increased working capital requirements arising from the move in the market towards target cost, cost reimbursable contracts;
o to provide flexibility to make selected in-fill acquisitions to complement Costain's existing capabilities as opportunities arise; and
o for general corporate purposes.
− The Capital Raising is fully underwritten by Investec and Liberum and is conditional upon, among other things, the approval of Costain Shareholders.
− Costain has received irrevocable undertakings from Costain Shareholders and certain Costain Directors who are also Costain Shareholders in respect of approximately 42% of Costain's existing issued share capital to vote in favour of the Capital Raising.
Costain has also today separately announced its preliminary results for the year ended 31 December 2013.
A combined circular and prospectus containing details of the Capital Raising is expected to be posted to Costain Shareholders later today and will be available on the Company's website (www.costain.com).
David Allvey, Non-Executive Chairman of Costain, commented:
"Costain has been transformed and is now one of the UK's leading tier one engineering solutions providers. The Group is established in a developing market of a limited number of providers who can deliver the innovative integrated consulting, project delivery and operations and maintenance services increasingly demanded by major customers.
The proposed £75 million fully underwritten capital raise, announced today in conjunction with another strong performance in 2013, provides us with the opportunity to accelerate our growth in the medium and long-term in rapidly evolving markets in which it is expected that over £400 billion will be spent in the next ten years."
This summary should be read in conjunction with, and is subject to, the full text of this announcement as well as the Prospectus relating to the Capital Raising which will be sent to Qualifying Shareholders and will also be made available on the Company's website www.costain.com. Further details are set out in this announcement and in the Prospectus. A copy of the Prospectus will be submitted to the National Storage Mechanism and will be available for inspection later today.
There will be an analyst presentation this morning (27 February 2014) at 10:30 a.m. (London time) at the offices of Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ.
A dial-in facility will be available: please contact Helen Tarbet at Instinctif Partners on +44 20 7457 2020 or via [email protected] for details.
ENQUIRIES
Costain Group PLC +44 (0)1628 842 444
Andrew Wyllie
Tony Bickerstaff
Graham Read
Rothschild (Sponsor and Financial Adviser to Costain) +44 (0)20 7280 5000
John Deans
Neil Thwaites
Investec (Joint Global Co-ordinator, Bookrunner and Broker to Costain) +44 (0)20 7597 5970
James Rudd
James Ireland
Henry Reast
Liberum (Joint Global Co-ordinator, Bookrunner and Broker to Costain) +44 (0)20 3100 2000
Steve Pearce
James Staveley
Instinctif Partners (PR adviser to Costain) +44 (0)20 7457 2020
Mark Garraway +44 (0)77 7186 0938
Helen Tarbet +44 (0)78 2560 9737
IMPORTANT NOTICE
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.
Rothschild, which is authorised by the PRA and regulated by the FCA and PRA in the United Kingdom, is acting exclusively for Costain and no-one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as clients of Rothschild in relation to the Capital Raising and will not be responsible for providing the protections afforded to Rothschild clients nor for giving advice in relation to the Capital Raising, or any arrangement referred to, or information contained in, this announcement.
Investec, which is authorised and regulated by the PRA and and regulated by the FCA in the United Kingdom and Liberum, which is authorised and regulated by the FCA in the United Kingdom, are acting exclusively for Costain and no-one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Capital Raising and will not be responsible to anyone other than Costain for providing the protections afforded to their respective clients nor for providing advice in connection with the Capital Raising or any arrangement referred to, or information contained in, this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild or the Bookrunners under FSMA or the regulatory regime established thereunder, none of Rothschild or the Bookrunners accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification or concerning any other statement made or purported to be made by any of them, or on behalf of them in connection with Costain, the New Ordinary Shares, the Capital Raising or Admission and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Rothschild and the Bookrunners accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) which any of them might otherwise have in respect of this announcement.
THE CAPITAL RAISING DESCRIBED IN THIS ANNOUNCEMENT IS NOT BEING AND WILL NOT BE MADE TO SHAREHOLDERS OR INVESTORS IN THE UNITED STATES OR ANY OF THE OTHER RESTRICTED JURISDICTIONS.
This announcement does not constitute an offer of New Ordinary Shares to any person with a registered address in, or who is resident in, the United States or any other Restricted Jurisdiction. New Ordinary Shares have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful.
The New Ordinary Shares have not been approved or disapproved by the SEC, 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. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the New Ordinary Shares in the United States.
This announcement contains 'forward-looking statements' that are based on estimates and assumptions and are subject to risks and uncertainties. Forward-looking statements are all statements other than statements of historical fact or statements in the present tense, and can be identified by words such as 'targets', 'aims', 'aspires', 'assumes' 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'hopes', 'may', 'would', 'should', 'could', 'will', 'plans', 'predicts' and 'potential', as well as the negatives of these terms and other words of similar meaning. The forward-looking statements in this announcement are made based upon Costain's estimates, expectations and beliefs concerning future events affecting the Group and are subject to a number of known and unknown risks and uncertainties. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which it will operate, which may prove not to be accurate. Costain cautions that these forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in these forward-looking statements. Undue reliance should, therefore, not be placed on such forward-looking statements. Any forward-looking statements contained in this announcement apply only as at the date of this announcement and are not intended to give any assurance as to future results. Costain will update this announcement as required by applicable law, including the Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules, and any other applicable law or regulations, but otherwise expressly disclaims any obligation or undertaking to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Costain, Rothschild or the Bookrunners. None of Costain, Rothschild, Investec or Liberum takes any responsibility for, or can provide assurance as to the reliability of, other information that you might be given.
The contents of this announcement are not to be construed as legal, business or tax advice. Each prospective investor should consult his or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
The New Ordinary Shares to be issued or sold pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the London Stock Exchange. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
COSTAIN GROUP PLC
PROPOSED £75 MILLION CAPITAL RAISING BY WAY OF FIRM PLACING AND PLACING AND OPEN OFFER OF 33,382,068 NEW ordinary SHARES AT 225 PENCE PER NEW ordinary SHARE
1. Introduction to the Capital Raising
Costain announces today that the Company proposes to raise approximately £70.3 million (net of expenses) by way of a Firm Placing and Placing and Open Offer of, in aggregate, 33,382,068 New Ordinary Shares at an issue price of 225 pence per New Ordinary Share. 11,111,112 New Ordinary Shares will be issued through the Firm Placing and 22,270,956 New Ordinary Shares will be issued through the Placing and Open Offer on the basis of 1 New Ordinary Share for every 3 Existing Ordinary Shares.
The Offer Price represents a discount of 29.6% to the Closing Price of 319.50 pence per Ordinary Share on 26 February 2014 (being the last Business Day before this announcement).
The Capital Raising has been fully underwritten by Investec and Liberum.
The Capital Raising is conditional upon, among other things, the approval of the First Resolution at the General Meeting. Costain has received irrevocable undertakings from Costain Shareholders and certain Directors who are Costain Shareholders in respect of approximately 42% of Costain's existing issued share capital to vote in favour of the First Resolution and the Second Resolution to be proposed at the General Meeting.
A Prospectus containing further information on the Capital Raising, including full details of how Shareholders can participate in the Capital Raising, is expected to be published later today.
2. Background to, and reasons for, the Capital Raising
Costain is one of the leading tier one engineering solutions providers to the UK infrastructure, energy and water markets.
These markets are defined by significant and long term planned expenditure programmes underpinned by committed regulated spend and essential capital investment. The future opportunities in these markets for Costain are therefore substantial:
− The UK Government (as set out in its recent National Infrastructure Plan) estimates that average annual infrastructure investment has increased to £45 billion per year compared to an average of £41 billion per year between 2005 and 2010. The National Infrastructure Plan sets out an overall investment of £224 billion to 2020 in an identified pipeline of projects in the UK. Rail remains a priority area of investment for the UK Government to stimulate economic growth with a 14% increase in demand for rail travel estimated over the next five years. To address this demand, £38 billion has been allocated to national rail networks in areas including electrification, track and network upgrades. A further £43 billion has been allocated for High Speed 2. In highways, the Chancellor promised in June 2013 the most extensive programme of road building in over 50 years. By 2020-21 the UK Government is expected to invest over £28 billion in enhancements and maintenance of national and local roads.
− In energy, it is estimated that £110 billion is to be invested by 2020 in new energy infrastructure to meet the forecast energy supply capacity gap, and £50 billion in addressing the UK's nuclear waste legacy, whilst the ongoing capital investment in North Sea oil and gas is at its strongest for over 30 years (£13 billion forecast in 2013).
− In water, there remains an ongoing need for asset performance improvements, increased water standards and a greater focus on the combination of capital and operating costs, with continuing regulated investment planned. The Directors believe that the 5 year AMP6 period commencing in April 2015 is expected to include an investment level similar to the £21 billion invested over 5 years during AMP5.
Alongside these planned levels of infrastructure investment, Costain's major customers are consolidating their supply chains as they seek to derive business benefits by working in a more strategic and collaborative manner with a reduced number of preferred tier one engineering solutions providers, such as Costain, who have the ability to satisfy the full range of their service needs for increasingly complex and large scale projects. Accordingly, Costain has been taking steps to address these developments in recent years through adopting a partnership approach with major blue chip customers in its target markets and broadening its service capabilities across design, project delivery and operations and maintenance.
In addition to the broadening of service capabilities organically, Costain has completed 3 acquisitions since 2011, being ClerkMaxwell and EPC Offshore in the upstream oil and gas market, and Promanex (an industrial support services business providing facilities management, installation, repair, maintenance and general asset management).
As a result, Costain is now one of a limited number of companies with the integrated consulting, delivery and operational capability that Costain believes is required to meet the needs of major UK customers in the rapidly developing multi-billion pound infrastructure, energy and water markets.
The Company's strategic focus on providing innovative solutions to increasingly complex and large scale projects, along with its partnership approach, is enabling Costain to target longer-term sustainable margin contracts, and to build new and extend existing long term relationships with a range of major blue chip customers. The range of contracts won by Costain in recent years reflects the transition in Costain's market positioning, the increased breadth of its service offering and its customers' endorsement of Costain as a tier one engineering solutions provider. An example of this is the London Bridge station redevelopment project for Network Rail, in which Costain is providing integrated services including design, construction, logistical and environmental operations whilst ensuring the station remains open throughout the project. Other major contracts won in 2013 and to the date of this announcement include:
− a joint venture AMP6 programme for Thames Water;
− an AMP6 programme for Severn Trent;
− a number of contracts for Crossrail, including the design, fit-out and commissioning of the railway systems and the construction of New Paddington Yard;
− the FEED design for Centrica's gas terminal at Barrow, following successful completion of the design and construction of the Easington terminal for the York field;
− a highways framework contract with Transport for London including the Hammersmith Flyover strengthening project;
− a contract with Lancashire County Council to construct the M6 Heysham Link;
− for Network Rail, (i) the electrification upgrade of the West Coast Mainline, which is a new area of operation for Costain, (ii) an additional joint venture contract for the electrification of more than two thousand miles of the UK's rail system, and (iii) a five year multi-functional framework contract; and
− a contract with EDF to design and deliver the water cooling systems for the new Hinkley Point C nuclear power station.
Today, Costain has a record order book of £3.0 billion (as at 31 December 2013) which increased 25% during 2013, with over 90% being repeat orders. In excess of £750 million of work has been secured for 2014. In addition, Costain has a strong preferred bidder position on contracts worth over £400 million, and the level of tendering activity across the Group's targeted markets remains high.
Costain has previously highlighted that its bid costs and working capital requirements are increasing, a trend being experienced across the industry, as projects increase in scale and the market moves away from fixed price contracts and towards target cost based, cost reimbursable contracts. Whilst this has contributed to the reduction in the Group's net cash position from £105.7 million as at 31 December 2012 to £57.7 million as at 31 December 2013, these new form contracts are positive developments for the Group as they are more suited to long term, complex projects and are lower risk for Costain as programme deliverer.
In order to support the trend towards such contracts, Costain has recently increased its banking facilities to £95 million and extended the maturity date of those facilities to 30 June 2017. The Board believes that it is now in the best interests of the Company and Shareholders to complement the Group's increased credit facilities with additional equity capital. This will position Costain to take greater advantage of the significant opportunities that will result from the continuing trends in its chosen markets in the medium and long term.
3. Use of proceeds
The Costain Directors believe that the Capital Raising will enable Costain to take greater advantage of the opportunities in its chosen markets and thereby accelerate the Group's medium and long term growth prospects.
Specifically, the proceeds will be utilised:
− to demonstrate to customers the Group's financial capacity to support the anticipated further increases in contract size and duration;
− to invest in innovation and technology necessary to enhance the service offering to customers;
− to finance bid costs associated with a greater number of large scale projects for which the Company is in a position to tender;
− to fund likely increased working capital requirements arising from the move in the market towards target cost, cost reimbursable contracts;
− to provide flexibility to make selected in-fill acquisitions to complement Costain's existing capabilities as opportunities arise; and
− for general corporate purposes.
4. Kharafi and UEM relationship
Kharafi and UEM have been major shareholders in Costain for more than 16 years. Over this period both shareholders have provided pro-active support to the stabilisation and subsequent rebuilding of Costain, which has led to its transformation into a leading tier one engineering solutions provider.
Kharafi and UEM continue to be fully supportive of the Board's strategy and have agreed that, as Costain moves into the next phase of its development, it would be in the interests of the Company as a whole to broaden the ownership of the Company, in order to introduce a greater number of longer term institutional shareholders and consequently increase the liquidity of Costain's shares on the stock market.
To facilitate the introduction of new shareholders, Kharafi and UEM have, therefore, irrevocably undertaken not to participate in the Capital Raising with the result that their shareholdings in the Company will each reduce from approximately 21% to approximately 14% of the Enlarged Share Capital. Kharafi and UEM have shareholders' agreements with the Company pursuant to which Kharafi and UEM each have a right to appoint a representative to the Board for as long they each hold 7% of Costain's issued share capital. Ahmed Samy has been Kharafi's representative on the Board since 30 November 2013, replacing Samer Younis. UEM have no current representative on the Board.
Kharafi and UEM, who together hold approximately 41% of the issued share capital of the Company, are fully supportive of the Capital Raising and have irrevocably undertaken to vote in favour of the First Resolution and the Second Resolution to be proposed at the General Meeting.
In addition, both Kharafi and UEM have agreed not to dispose of any Ordinary Shares in the Group, save in certain specified circumstances, for a period of 6 months from the date of the Prospectus.
5. Irrevocable undertakings
The Costain Directors who hold interests in Ordinary Shares have irrevocably undertaken to vote in favour of the Resolutions to be proposed at the General Meeting to approve the Capital Raising and related matters in respect of a total of 486,300 Ordinary Shares, representing, in aggregate, approximately 0.7% of Costain's issued share capital.
In addition, as noted in paragraph 4 above, Costain has also received irrevocable undertakings to vote in favour of the First Resolution and the Second Resolution to be proposed at the General Meeting to approve the Capital Raising and related matters from UEM and Kharafi in respect of a total of 27,600,340 Ordinary Shares, representing, in aggregate, approximately 41% of Costain's issued share capital.
Costain has therefore received irrevocable undertakings to, amongst other things, vote in favour of the First Resolution and Second Resolution to be proposed at the General Meeting to approve the Capital Raising and related matters in respect of a total of 28,086,640 Ordinary Shares, representing, in aggregate, approximately 42% of Costain's issued share capital.
6. Information relating to Costain
Costain is one of the UK's leading engineering solutions providers, delivering integrated consulting, project delivery and operations and maintenance services to major blue-chip customers in targeted market sectors. Costain focuses on major customers who are continuing to invest billions of pounds in capital, operations and maintenance contracts to address essential national infrastructure requirements across the transport, energy, water and waste sectors.
In November 2012, the Group announced the formation of a new operational structure of two core divisions, with effect from 1 January 2013: the Natural Resources operating division, encompassing the Group's activities in the water, oil and gas, nuclear process and waste sectors; and the Infrastructure division, which includes the Group's activities in the rail, highways, power and airport sectors. The operations of the two core divisions are predominantly based in the UK, with some operations in the rest of the world. The operations of the non-core Land Development activity are based in Spain.
For the year ended 31 December 2013, revenue, including the Group's share of joint ventures and associates, was £960.0 million (2012: £934.5 million). Costain's focus on higher margin activities led to an increase of 12% in Group underlying operating profit[1] of £27.4 million (2012: £24.5 million). Adjusted[2] profit before tax was £31.0 million (2012: £28.1 million) and adjusted basic earnings per share were 44.1 pence (2012: 39.7 pence).
There has been no significant change in the financial or trading position of Costain since 31 December 2013.
7. Dividends and dividend policy
For the year ended 31 December 2013, the Board of Costain has proposed an increased final dividend of 7.75 pence per share (2012: 7.25 pence per share). This, together with the 2013 interim dividend of 3.75 pence per share, represents a total dividend for the year ending 31 December 2013 of 11.5 pence per share (2012: 10.75 pence per share), equivalent to an increase of 7% over the prior year and representing a seventh successive year of increase.
The proposed final dividend is payable in respect of the Existing Ordinary Shares only and is subject to approval by Shareholders at the General Meeting to be held on 17 March 2014. If approved, it will be paid on 25 April 2014 to Shareholders on the register at the close of business on the Record Date. The Ex-Dividend Date will be 12 March 2014.
With the exception of the proposed final dividend for the year ended 31 December 2013, the New Ordinary Shares issued pursuant to the Capital Raising will rank pari passu in all respects with the Existing Ordinary Shares and rank in full for all other dividends and other distributions declared in respect of the ordinary share capital of Costain.
Following the Capital Raising, future dividends paid by the Company will be rebased to reflect the Enlarged Share Capital. Thereafter, the Board intends to continue to pursue a progressive dividend policy, taking into account the Company's earnings growth potential, balance sheet and future investment plans, and will target an ongoing dividend cover of around two times underlying earnings per share.
It is intended that Costain will continue to offer a scrip dividend scheme for both annual and interim dividends, allowing for the allotment of Ordinary Shares in lieu of cash dividends to those Shareholders who elect to participate.
Under the current deficit recovery plan. Costain has an existing dividend-matching arrangement with the Costain Pension Scheme pursuant to which Costain pays to the Costain Pension Scheme on an annual basis, an amount equal to 100% of the dividends declared and paid to Costain Shareholders.
As part of the agreement of a new recovery plan for clearing the deficit following completion of the ongoing triennial review of the Costain Pension Scheme, Costain and the Costain Pension Trustee have agreed in principle that any future dividend matching following completion of the Capital Raising (excluding the final dividend for the year ended 31 December 2013 which is payable in respect of the Existing Ordinary Shares only) will be based on the proportion of Existing Ordinary Shares in issue as a proportion of the total issued share capital of Costain immediately following completion of the Capital Raising.
8. Summary of the principal terms of the Capital Raising
The Company is proposing to raise approximately £75.1 million (approximately £70.3 million net of expenses) by way of a Firm Placing of 11,111,112 New Ordinary Shares to certain new and existing institutional investors and the Participating Directors, and a Placing and Open Offer of 22,270,956 New Ordinary Shares, representing, in aggregate, 33.3% of the Enlarged Share Capital, at an issue price of 225 pence per New Ordinary Share.
The issue price of 225 pence per New Ordinary Share represents an effective 29.6% discount to the Closing Price of 319.50 pence on 26 February 2014, being the Business Day prior to this announcement. The Offer Price has been set by the Directors following their assessment of market conditions and following discussions with a number of institutional investors. The Directors are in agreement that the level of discount and method of issue are appropriate to secure the investment necessary.
The Capital Raising is conditional upon the following:
(A) the First Resolution being passed by Shareholders at the General Meeting;
(B) the Placing Agreement becoming unconditional; and
(C) Admission becoming effective by not later than 8.00 a.m. on 18 March 2014 or such later time and/or date as Rothschild and the Bookrunners may agree.
Accordingly, if any of such conditions are not satisfied, or, if applicable, waived, the Capital Raising will not proceed and any Open Offer Entitlements admitted to CREST will thereafter be disabled.
Application will be made for the New Ordinary Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the New Ordinary Shares will become effective and dealings in the New Ordinary Shares will commence by 8.00 a.m. on 18 March 2014 (whereupon an announcement will be made by the Company to a Regulatory Information Service).
The New Ordinary Shares will, in aggregate, represent approximately 33.3% of the Company's issued Ordinary Shares following Admission of the New Ordinary Shares.
A cash box structure will be used for the issue of the New Ordinary Shares pursuant to the Capital Raising.
9. Dilution
Following the issue of New Ordinary Shares to be allotted pursuant to the Capital Raising, Qualifying Shareholders who take up their full Open Offer Entitlements will suffer a dilution of up to 11.1% to their interests in the Company.
Qualifying Shareholders who do not take up any of their Open Offer Entitlements will suffer a dilution of up to 33.3% to their interests in the Company.
10. The Firm Placing
The Bookrunners, as agents of the Company, have made arrangements to conditionally place firm the Firm Placing Shares at the Offer Price pursuant to the Placing Agreement. The Firm Placing Shares, which represent approximately 33.3% of the New Ordinary Shares and 11.1% of the Enlarged Share Capital have been placed with certain institutional investors and the Participating Directors (the 'Firm Placees'). The Firm Placees will not be able to participate in the Open Offer in respect of their allocation of Firm Placed Shares. The Firm Placing is conditional upon, amongst other things, the passing of the First Resolution.
The Firm Placing will raise gross proceeds of approximately £25.0 million.
For further details of the Placing Agreement, please see section 5 of Part XI (Additional Information) of the Prospectus.
11. The Placing and Open Offer
The Bookrunners, as agents of the Company, have also made arrangements to conditionally place the Placing Shares with new and existing institutional investors at the Offer Price. The Placing Shares represent approximately 66.7% of the New Ordinary Shares and 22.2% of the Enlarged Share Capital. The Placing Shares will be subject to clawback to satisfy valid applications under the Open Offer.
Qualifying Shareholders have the opportunity under the Open Offer to subscribe for Open Offer Shares at the Offer Price, payable in full on application and free of expenses, pro rata to their existing shareholdings, on the following basis:
1 Open Offer Share for approximately every 3 Existing Ordinary Shares
held by them and registered in their names at the Record Time and so in proportion to any other number of Existing Ordinary Shares then held, rounded down to the nearest whole number of Open Offer Shares, and otherwise on the terms and conditions as set out in this announcement and, in the case of Qualifying Non-CREST Shareholders, the Application Form. Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their Open Offer Entitlement.
Shareholders should be aware that the Open Offer is not a rights issue. As such, Qualifying Non-CREST Shareholders should note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST, and be enabled for settlement, the Open Offer Entitlements will not be tradeable or listed and applications in respect of the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. New Ordinary Shares for which application has not been made under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up their entitlements will have no rights nor receive any benefit under the Open Offer. Any New Ordinary Shares which are not applied for under the Open Offer may be allocated to Placing Placees or, failing which, to the Bookrunners subject to the terms and conditions of the Placing Agreement.
The Placing and Open Offer will raise gross proceeds of approximately £50.1 million.
12. The New Ordinary Shares
The New Ordinary Shares will be issued credited as fully paid and, save in respect of the final dividend for the year ended 31 December 2013, will rank pari passu in all respects with the Existing Ordinary Shares. The New Ordinary Shares will be created under the Companies Act and the legislation made thereunder, will be issued in registered form and will be capable of being held in both certificated and uncertificated form. The other rights attached to the New Ordinary Shares are set out in section 3 of Part XI (Additional Information) of the Prospectus.
Approval of the creation and issue of the New Ordinary Shares will be sought at the General Meeting. A summary of the First Resolution to be proposed at the General Meeting in connection with the creation and issue of the New Ordinary Shares is set out in paragraph 14 below.
13. Settlement, listing and dealings of the New Ordinary Shares
Applications will be made to the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence on the London Stock Exchange by 8.00 am on 18 March 2014.
The Existing Ordinary Shares are already admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities and to CREST. It is expected that all of the New Ordinary Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New Ordinary Shares will trade under ISIN GB00B64NSP76.
14. General Meeting
First Resolution
The Capital Raising is subject to a number of conditions, including Shareholders' approval of the First Resolution to be proposed at the General Meeting. Notice convening the General Meeting to be held at 10.00 a.m. on 17 March 2014 at Investec Bank plc, 2 Gresham Street, London EC2V 7QP is set out in the Prospectus. Shareholders are being asked to vote on, amongst other things, the First Resolution in order to provide the Directors with the necessary authority and power under the Companies Act to proceed with the Capital Raising. The Capital Raising is conditional on the passing of the First Resolution; if the Resolution is not approved at the General Meeting, the Company will be unable to complete the Capital Raising.
The First Resolution authorises the Directors to allot up to 33,382,068 Ordinary Shares, representing approximately 50% of the Company's current issued share capital as at 26 February 2014 (being the latest practicable date prior to the date of this announcement) at a discount of 29.6% to the Closing Price of 319.50 pence on 26 February 2014, being the Business Day prior to this announcement. This will enable the Company to allot sufficient Ordinary Shares to satisfy its obligations in connection with the Capital Raising. This authority will expire at the conclusion of the next annual general meeting of the Company in 2014. The authority granted under the First Resolution is in addition to the authority to allot Ordinary Shares which was granted to the Directors at the Company's annual general meeting in 2013, which the Directors have no present intention of exercising and which will expire on the date of the annual general meeting of the Company to be held in May 2014 unless previously revoked or varied by the Company.
Second Resolution
Currently under the Costain Articles, the Costain Group has the power to borrow up to an amount of £90 million, although borrowings above that amount are permitted if sanctioned in advance by an ordinary resolution of the Costain Shareholders. The Second Resolution, if approved, will sanction by ordinary resolution an increase in permitted borrowings of up to £110 million above the £90 million threshold, which is considered by the Costain Board to be an appropriate threshold for the Costain Group going forward. The borrowing limit in the Costain Articles does not include bonding facilities of the Costain Group.
Third Resolution
The Third Resolution authorises the payment of a final dividend on the Existing Ordinary Shares of 7.75 pence per Existing Ordinary Share for the financial year ended 31 December 2013 on 25 April 2014 to Shareholders on the register at the close of business on the Record Date.
As at the date of this announcement, the Company holds no Ordinary Shares in treasury.
15. Actions to be taken
Full details of the terms and conditions of the Open Offer and the procedure for application and payment are contained in Part IV (Terms and Conditions of the Capital Raising) of the Prospectus, which is expected to be published later today.
If Costain Shareholders are in any doubt as to the action they should take, they are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under FSMA if they are in the United Kingdom or, if they are not, from another appropriately authorised independent financial adviser.
16. Recommendation and voting intentions
The Board believe that the Capital Raising and the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommend that Shareholders vote in favour of the Resolutions, as the Costain Directors who are Costain Shareholders intend to do in respect of their own beneficial holdings.
CAPITAL RAISING STATISTICS
Offer Price |
225 pence per New Ordinary Share |
Discount of New Ordinary Shares to the Closing Price on 26 February 2014 (being the last Business Day prior to the date of this announcement) |
29.6% |
Number of Ordinary Shares in issue at 26 February 2014 (being the latest practicable date prior to this announcement) |
66,812,868 |
Number of New Ordinary Shares to be issued by the Company pursuant to the Capital Raising |
33,382,068 |
Number of New Ordinary Shares to be issued by the Company pursuant to the Firm Placing |
11,111,112 |
Number of New Ordinary Shares to be issued by the Company pursuant to the Placing and Open Offer |
22,270,956 |
Number of Ordinary Shares in issue immediately following Admission1 |
100,194,936 |
New Ordinary Shares as a percentage of the Enlarged Share Capital immediately following Admission1 |
33.3% |
Estimated gross proceeds of the Capital Raising |
£75.1 million |
Estimated net proceeds of the Capital Raising (after deduction of expenses) |
£70.3 million |
Notes:
(1) On the assumption that no further Ordinary Shares are issued as a result of the exercise of any options under the Costain Share Schemes between 26 February 2014 (being the latest practicable date prior to this announcement) and Admission.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Each of the times and dates in the table below is indicative only and may be subject to change. Please read the notes to this timetable set out below.
|
Date (2014) |
Record Time for entitlements under the Open Offer |
6.00 p.m. 24 February |
Announcement of the Capital Raising |
27 February |
Publication and posting of the Prospectus, Form of Proxy and Application Form |
27 February |
Ex-Entitlements Date for the Open Offer |
27 February |
Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST |
as soon as possible after 8.00 a.m. on 28 February |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST (i.e. if your Open Offer Entitlements are in CREST and you wish to convert them to certificated form) |
4.30 p.m. on 10 March |
Latest time and date for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 11 March |
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 12 March |
Ex-Dividend Date for 2013 final dividend |
12 March |
Record Date for the 2013 final dividend |
14 March |
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) |
11.00 a.m. on 14 March |
Latest time and date for receipt of Forms of Proxy or electronic proxy appointments |
10.00 a.m. on 15 March |
General Meeting |
10.00 a.m. on 17 March |
Results of the Capital Raising announced through a Regulatory Information Service |
17 March |
Admission and commencement of dealings in New Ordinary Shares |
by 8.00 a.m. on 18 March |
New Ordinary Shares credited to CREST accounts (uncertificated holders only) |
by 8.00 a.m. on 18 March |
Expected despatch of definitive share certificates (where applicable) |
on or around 25 March |
Payment of 2013 final dividend |
25 April |
Notes:
(1) Each of the times and dates set out in the above timetable and mentioned in this announcement, the Prospectus, the Application Form and in any other document issued in connection with the Capital Raising is subject to change by the Company (with the agreement of, in certain instances, Rothschild and the Bookrunners), in which event details of the new times and dates will be notified to the UK Listing Authority and, where appropriate, to Shareholders.
(2) Any reference to a time in this announcement is to London time, unless otherwise specified.
(3) The ability to participate in the Open Offer is subject to certain restrictions relating to Shareholders with registered addresses or located or resident in countries outside the UK, details of which are set out in Part IV (Terms and Conditions of the Capital Raising) of the Prospectus.
DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
'Admission' |
means the admission of the New Ordinary Shares to the premium listing segment of the Official List becoming effective in accordance with the Listing Rules and the admission of the New Ordinary Shares to trading on the London Stock Exchange's main market becoming effective in accordance with the Admission and Disclosure Standards; |
'Admission and Disclosure Standards' |
means the requirements contained in the publication 'Admission and Disclosure Standards' dated April 2002 (as amended from time to time) containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities; |
'AMP5' |
means OFWAT's asset management plan for the planning period for 2010-2015; |
'AMP6' |
means OFWAT's asset management plan for the planning period for 2015-2020; |
'Application Form' |
means the personalised application form on which Qualifying Non-CREST Shareholders may apply for New Ordinary Shares under the Open Offer; |
'Board' or 'Costain Board' |
means the board of directors of Costain; |
'Bookrunners' |
means Investec and Liberum; |
'Business Day' |
means any day (other than a Saturday or Sunday) on which banks generally are open for business in London (other than solely for settlement and trading in Euro); |
'Capital Raising' |
means the Firm Placing and the Placing and Open Offer; |
'Closing Price' |
means the closing middle market quotation of an Existing Ordinary Share as derived from the Daily Official List; |
'Companies Act' |
means the Companies Act 2006, as amended; |
'Costain' or the 'Company' |
means Costain Group PLC; |
'Costain Articles' |
means the articles of association of Costain; |
'Costain Directors' |
means the directors of Costain, and 'Costain Director' means any one of them; |
'Costain Group' or 'Group' |
means Costain and its subsidiaries and subsidiary undertakings; |
'Costain Pension Scheme' |
means the Costain Pension Scheme, governed and administered in accordance with the provisions of a definitive trust deed and rules dated 4 March 2011, as amended; |
'Costain Pension Trustee' |
means Costain Pension Scheme Trustee Limited, as trustee of the Costain Pension Scheme; |
'Costain Share Schemes' |
means: (i) the 2012 Costain Long-Term Incentive Plan which was approved by Costain Shareholders at Costain's annual general meeting on 9 May 2012; (ii) the Ordinary Sharesave Plan which was approved by Costain Shareholders at Costain's annual general meeting in 2012; (iii) the Costain Deferred Share Bonus Plan which was approved by the Costain Board on 7 April 2009 and whose tax-favoured schedule was approved by the Costain Board on 3 March 2010; (iv) the Costain Long-Term Incentive Plan which was approved by Costain Shareholders at Costain's annual general meeting in 2002; and (v) the Costain Savings-Related Share Option Scheme which was approved by Costain Shareholders at Costain's annual general meeting in 2002; |
'Costain Shareholders' |
means holders of Ordinary Shares; |
'CREST' |
means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations); |
'CREST Regulations' |
means the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time; |
'Daily Official List' |
means the daily official list of the London Stock Exchange; |
'Directors' |
means Costain Directors; |
'Disclosure and Transparency Rules' |
means the disclosure rules and transparency rules made by the UK Listing Authority acting under Part VI of FSMA (as set out in the FCA Handbook), as amended from time to time; |
'Enlarged Share Capital' |
means the expected issued ordinary share capital of the Company immediately following the issue of the New Ordinary Shares pursuant to the Capital Raising; |
'Euroclear' |
means Euroclear U.K. & Ireland Limited; |
'Ex-Dividend Date' |
means 12 March 2014; |
'Ex-Entitlements Date' |
means the date on which the Existing Ordinary Shares are marked ex-entitlement, being 8.00 a.m. on 27 February 2014; |
'Existing Ordinary Shares' |
means the Ordinary Shares in issue as at the date of this announcement; |
'FCA' |
means the Financial Conduct Authority in the UK; |
'Firm Placee' |
means any person that has conditionally agreed to subscribe for Firm Placing Shares; |
'Firm Placing' |
means the conditional placing by the Bookrunners, as agents of and on behalf of Costain, of the Firm Placing Shares on the terms and subject to the conditions contained in the Placing Agreement; |
'Firm Placing Shares' |
means the 11,111,112 New Ordinary Shares which are to be issued pursuant to the Firm Placing; |
'First Resolution' |
means the first resolution to be proposed at the General Meeting as set out in the Notice of General Meeting; |
'Form of Proxy' |
means the form of proxy for use at the General Meeting which accompanies this document; |
'FSMA' |
means the Financial Services and Markets Act 2000, as amended; |
'General Meeting' |
means the general meeting of Costain to be held on 17 March 2014, or any adjournment thereof, to consider and, if thought fit, to approve the Resolutions; |
'Investec' |
means Investec Bank plc; |
'Joint Global Co-ordinators' |
means Investec and Liberum; |
'Kharafi' |
means Mohammed Abdulmohsin Al-Kharafi & Sons For General Trading, General Contracting And Industrial Structures W.L.L.; |
'Liberum' |
means Liberum Capital Limited; |
'Listing Rules' |
means the rules and regulations made by the FCA in its capacity as the UK Listing Authority under FSMA and contained in the UK Listing Authority's publication of the same name; |
'London Stock Exchange' |
means London Stock Exchange plc; |
'New Ordinary Shares' |
means 33,382,068 new Ordinary Shares to be issued by the Company pursuant to the Capital Raising; |
'Notice of General Meeting' |
means the notice of General Meeting that is found at the end of the Prospectus; |
'Offer Price' |
means 225 pence per New Ordinary Share; |
'Official List' |
means the list maintained by the UK Listing Authority; |
'OFWAT' |
means the Water Services Regulation Authority, being the body responsible for economic regulation of the privatised water and sewerage industry in England and Wales; |
'Open Offer' |
means the conditional invitation to Qualifying Shareholders to subscribe for the Open Offer Shares at the Offer Price on the terms and subject to the conditions set out in the Prospectus and in the case of Qualifying Non-CREST Shareholders only, the Application Form; |
'Open Offer Entitlements' |
means entitlements to subscribe for the Open Offer Shares, allocated to a Qualifying Shareholder pursuant to the Open Offer; |
'Open Offer Shares' |
means the 22,270,956 New Ordinary Shares for which Qualifying Shareholders are being invited to apply to be issued pursuant to the terms of the Open Offer; |
'Ordinary Shares' |
means ordinary shares of 50 pence each in the capital of Costain (including, if the context requires, the New Ordinary Shares); |
'Participating Directors' |
means David Allvey, Andrew Wyllie, Anthony Bickerstaff, James Morley Mike Alexander, Jane Lodge and Alison Wood; |
'pence' or '£' |
means the lawful currency of the United Kingdom; |
'Placing' |
means the conditional placing, by the Bookrunners, as agents of and on behalf of the Company, of the Placing Shares subject to clawback pursuant to the Open Offer, on the terms and subject to the conditions contained in the Placing Agreement; |
'Placing Agreement' |
means the placing agreement dated 27 February 2014 between the Company, Rothschild and the Bookrunners, details of which are set out in section 5 of Part XI (Additional Information) of the Prospectus; |
'Placing Placee' |
means any person who has conditionally agreed to subscribe for the Placing Shares; |
'Placing Shares' |
means the New Ordinary Shares proposed to be issued by the Company pursuant to the Placing; |
'PRA' |
means the Prudential Regulation Authority in the UK; |
'Prospectus' |
means the document to be published comprising a circular and a prospectus relating to the Company for the purpose of the Capital Raising and Admission; |
'Prospectus Rules' |
means the Prospectus Rules brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No. 809/2004; |
'Qualifying CREST Shareholders' |
means Qualifying Shareholders holding Ordinary Shares in uncertificated form; |
'Qualifying Non-CREST Shareholders' |
means Qualifying Shareholders holding Ordinary Shares in certificated form; |
'Qualifying Shareholders' |
means holders of Ordinary Shares on the register of members of the Company at the Record Time with the exclusion of the Restricted Shareholders; |
'Record Date' |
means 14 March 2014; |
'Record Time' |
means 6.00 p.m. on 24 February 2014; |
'Regulatory Information Service' |
means any of the services set out in Schedule 12 to the Listing Rules of the UK Listing Authority; |
'Resolutions' |
means the First Resolution, the Second Resolution and the Third Resolution; |
'Restricted Jurisdiction' |
means any jurisdiction, including but not limited to Australia, Canada, Japan, Switzerland, New Zealand, the Republic of South Africa and the United States of America, where the extension or availability of the Capital Raising (and any other transaction contemplated thereby) would (i) result in a requirement to comply with any governmental or other consent or any registration filing or other formality which Costain regards as unduly onerous, or (ii) otherwise breach any applicable law or regulation; |
'Restricted Shareholder' |
means, subject to certain exceptions, Shareholders who have registered addresses in, who are incorporated in, registered in or otherwise resident or located in, the United States or any other Restricted Jurisdiction; |
'Rothschild' |
means N M Rothschild & Sons Limited, New Court, St. Swithin's Lane, London EC4N 8AL; |
'SEC' |
means the US Securities and Exchange Commission; |
'Second Resolution' |
means the second resolution to be proposed at the General Meeting as set out in the Notice of General Meeting; |
'Securities Act' |
means the US Securities Act of 1933, as amended; |
'Shareholders' |
means Costain Shareholders; |
'subsidiary' |
has the meaning given in section 1159 of the Companies Act 2006, unless otherwise provided in this announcement; |
'subsidiary undertaking' |
has the meaning given in section 1162 of the Companies Act 2006; |
'Third Resolution' |
means the third resolution to be proposed at the General Meeting as set out in the Notice of General Meeting; |
'UEM' |
means UEM Builders Berhad; |
'UK' or 'United Kingdom' |
means the United Kingdom of Great Britain and Northern Ireland; |
'UK Listing Authority' |
means the FCA in its capacity as the competent authority for listing under Part VI of FSMA; |
'uncertificated' or 'in uncertificated form' |
means a share or other security recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which by virtue of the Uncertificated Securities Regulations, may be transferred by means of CREST; |
'Uncertificated Securities Regulations' |
means the Uncertificated Securities Regulations (2001) S.I. 2001/3755; and |
'US' or 'United States' |
means the United States of America, its territories and possessions, any State of the United States and the District of Columbia. |
All references to legislation in this announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.
ENDS
