Business
Reverse Acquisition and Placi
Reverse Acquisition and Placi.
About this update from Breedon Group Plc
[{"type":"text","content":"\n RNS Number : 1635R Marwyn Materials Limited 17 August 2010 \n \n\n \n17 August 2010\n \nMARWYN MATERIALS LIMITED\n \nReverse Acquisition of Breedon Holdings Limited\nPlacing of £50 million\nPosting of Admission Document and Notice of Extraordinary General Meeting\n \nSummary of the proposed Acquisition and Placing\n \n§ The Board of Marwyn Materials Limited (\"Marwyn Materials\" or the \"Company\") today announces that Marwyn Materials Investments Limited, a subsidiary of the Company has entered into conditional agreements to acquire the entire issued share capital of Breedon Holdings Limited (\"Breedon\"), a large independent UK aggregates producer, for a total consideration of £2.25 million in cash and warrants to subscribe for 55,266,667 Ordinary Shares at an exercise price of 12.0 pence per share (representing 10.0 per cent. of the Enlarged Share Capital of the Company).\n \n§ In view of the size of Breedon, the Acquisition will constitute a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and as such will require the approval of Shareholders, which will be sought at an Extraordinary General Meeting convened for 10.00 a.m. on 1 September 2010 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL. The Admission Document has been published and is expected to be sent to Shareholders today.\n \n§ The Company also announces that it has conditionally raised £50.0 million (before expenses) by the issue of 416,666,667 Placing Shares at 12.0 pence per share (the \"Placing Price\"). The net proceeds of approximately £44.25 million will be used to pay down some of the Breedon Group's debt and provide approximately £25.0 million to fund the ongoing working capital of the Enlarged Group and to finance potential future acquisitions.\n \n§ Marwyn Materials was admitted to AIM on 12 June 2008 as a special purpose vehicle with initial funding of £13.6 million (before expenses). The stated strategy of the Company was to acquire controlling stakes in one or more quoted or unquoted profitable businesses or companies in the UK and international building materials industry by way of a reverse takeover and to use these as a platform for further acquisitions, creating shareholder value through market consolidation. The Directors have reviewed a number of po...