Huveaux PLC
Statement regarding profit forecast (the “Statement”)
On 22 October 2007, Huveaux PLC (“Huveaux” or the “Company”) made the following announcement (the “Announcement”):
“The Board of Huveaux announces that the Company has received preliminary approaches from a number of private equity houses in relation to a possible offer for the Company. Discussions are at a very early stage and there can be no certainty that an offer will be made, nor as to the terms on which any offer might be made.
Following the announcement that there will not be a General Election in 2007, the Board is confident that the Company will deliver its usual strong performance in the final quarter of the year. However, the Board now expects trading EBITDA for the year to 31 December 2007 to be in the range of GBP6 million to GBP7 million.”
The UK Panel on Takeovers and Mergers(the “Panel”) has ruled that the Announcement represented a profit forecast (the “Profit Forecast”) for the purpose of Rule 28 of the UK City Code on Takeovers and Mergers (the “Code”). As such it is a requirement of the Code that this Statement should be reported on by Huveaux’s auditors and financial advisers in the terms set out in Rule 28 of the Code.
Basis of preparation and assumptions underlying the Profit Forecast
The Profit Forecast takes into account:
– the unaudited interim financial statements of Huveaux for the six month period ended 30 June 2007 issued by Huveaux on 26 July 2007;
– the unaudited management accounts of Huveaux for the three month period ended 30 September 2007; and
– the unaudited reforecast of the Huveaux Group for the three month period ending 31 December 2007.
The Profit Forecast has been prepared on the basis of the expected accounting policies which the Group will comply with in the accounts to 31 December 2007 (as disclosed in the interim financial statements for the six month period ended 30 June 2007) and on the basis of all International Financial Reporting Standards (“IFRS”), including International Accounting Standards (“IAS”) and interpretations issued by the International Accounting Standards Board (“IASB”) and its committees, as adopted by the EU. These are subject to ongoing amendment by the IASB and subsequent endorsement by the European Commission and are therefore subject to possible change. As a result, information contained within this release will require updating for any subsequent amendment to IFRS required for first time adoption or those new standards that the Group may elect to adopt early.
For the purposes of the Profit Forecast, Trading EBITDA represents the Group’s earnings from operating activities before interest; tax; depreciation; amortisation on assets acquired through business combinations; and restructuring and transaction costs. For the avoidance of doubt, this specifically excludes redundancy costs and gains or losses from the disposal of fixed assets.
The Profit Forecast takes into account the following principal assumptions which could have a material effect on the achievement of the Profit Forecast:
– Any changes or proposed changes in relevant legislation, government, governmental policy or other regulatory requirements will not materially affect the results of the Company;
– There will be no material adverse change in economic conditions in the markets in which the Company operates, or any unusual trading patterns, in the last two months of the year (which are key trading months for the Group); and
– There will be no serious industrial disputes or other interruptions in business arising from circumstances outside the Company’s control which would adversely affect the company, its customers or suppliers.
For further information, please contact:
Huveaux
020 7245 0270
John van Kuffeler, Executive Chairman
Gerry Murray, Chief Executive Officer
Dan O’Brien, Group Finance Director
Finsbury Group
020 7251 3801
James Leviton
Don Hunter
Dresdner Kleinwort Limited
020 7623 8000
Charles Batten
Joe Thompson
Reports relating to the Profit Forecast
The directors of Huveaux, who are solely responsible for the Profit Forecast, have received the following letters from KPMG Audit Plc and Dresdner Kleinwort Limited relating to the Profit Forecast.
KPMG Audit Plc
1 Puddle Dock
London EC4V 3PD
United Kingdom
The Directors
Huveaux PLC
4 Grosvenor Place
London
SW1X 7DL
The Directors
Dresdner Kleinwort Limited
30 Gresham Street
London
EC2V 7PG
13 November 2007
Dear Sirs
Huveaux PLC
We report on the profit forecast comprising forecast of Trading EBITDA of Huveaux PLC (‘the Company’) and its subsidiaries (‘the Group’) for the year ending 31 December 2007 dated 22 October 2007 (the ‘Profit Forecast’). The Profit Forecast, and the material assumptions upon which it is based, are set out on pages 1 and 2 of the Statement dated 13 November 2007. This report is required by Rule 28.3(b) of The City Code on Takeovers and Mergers (‘the City Code’) and is given for the purpose of complying with that Rule and for no other purpose. Accordingly, we assume no responsibility in respect of this report to the offeror or to any person connected to, or acting in concert with, the offeror, or to any other person who is seeking or may in future seek to acquire control of the Company (‘an Alternative Offeror’) or to any person connected to, or acting in concert with, an Alternative Offeror.
Responsibilities
It is the responsibility of the directors of the Company (‘the Directors’) to prepare the Profit Forecast in accordance with the requirements of the City Code.
It is our responsibility to form an opinion as required by the City Code as to the proper compilation of the Profit Forecast and to report that opinion to you.
Save for any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 28.4 of the City Code, consenting to its
inclusion in the Statement.
Basis of Preparation of the Profit Forecast
The Profit Forecast has been prepared on the basis stated on page 1 of the Statement and is based on the unaudited interim financial results for the six month period ended 30 June 2007, the unaudited management accounts for the three month period ended 30 September 2007 and an unaudited reforecast of the Group for three month period ending 31 December 2007. The Profit Forecast is required to be presented on a basis consistent with the accounting policies of the Group.
Basis of opinion
We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information included in the Profit Forecast has been prepared and considering whether the Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the Group. Whilst the assumptions upon which the Profit Forecast are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Profit Forecast have not been disclosed or if any material assumption made by the Directors appears to us to be unrealistic.
We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Forecast has been properly compiled on the basis stated.
Since the Profit Forecast and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the Profit Forecast and differences may be material.
Opinion
In our opinion the Profit Forecast, so far as the accounting policies and calculations are concerned, has been properly compiled on the basis of the assumptions made by the Directors and the basis of accounting used is consistent with the accounting policies of the Group.
Yours faithfully
KPMG Audit Plc
Dresdner Kleinwort Limited
30 Gresham Street
London
EC2V 7PG
The Directors
Huveaux PLC
4 Grosvenor Place
London
SW1X 7DL
13 November 2007
Dear Sirs,
We refer to the profit forecast of Trading EBITDA of Huveaux PLC (“Huveaux”) and its subsidiaries for the year ending 31 December 2007 dated 22 October 2007 (the “Profit Forecast”), together with the basis and assumptions upon which the Profit Forecast was made.
We have discussed with you as Directors of Huveaux the Profit Forecast together with the assumptions and the basis upon which it has been prepared by you, and you have confirmed to us that all information relevant to the Profit Forecast has been disclosed to us. We have relied upon the accuracy and completeness of all such financial and other information discussed with us and assumed such accuracy and completeness for the purposes of providing this letter. We have also discussed the accounting policies and basis of calculation for the Profit Forecast with KPMG Audit Plc, Huveaux’s reporting accountants, and we have considered their letter of today’s date addressed to both yourselves and ourselves on this matter.
On the basis of all of the foregoing, we consider that the Profit Forecast, for which you as Directors of Huveaux are solely responsible, has been compiled with due care and consideration.
This letter is provided to you solely in connection with Rule 28.3(b) of the City Code on Takeovers and Mergers and for no other purpose. Accordingly, save for any responsibility which we may have to those persons to whom this letter is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, or in connection with this letter.
Yours faithfully
For and on behalf of
Dresdner Kleinwort Limited
Compliance Statement
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, “interested” (directly or indirectly) in 1 per cent. or more of any class of relevant securities” of Huveaux, all “dealings” in any “relevant securities” of the Company (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 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the 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 Huveaux, 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 City Code, all “dealings” in “relevant securities” of Huveaux by Huveaux, or by any of its “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.
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 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 City 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
This announcement may contain forward looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Generally, the words “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”, “anticipates” or similar expressions identify forward-looking statements. These statements are based on the current expectations of management and are naturally subject to risks, uncertainties and changes in circumstances. Undue reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and management’s plans and objectives, to differ materially from those expressed or implied in the forward looking statements.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic,
business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Huveaux does not undertake any obligation (except as required by the AIM Rules, the Disclosure and Transparency Rules, the rules of the London Stock Exchange and the Code) to revise or update any forward looking statement contained in this announcement, regardless of whether that statement is affected as a result of new information, future events or otherwise.
Overseas jurisdictions
The release, publication or 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. This announcement has been prepared for the purposes of complying with English law, the City Code and the Listing Rules 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 England.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell, purchase, exchange or subscribe for or a solicitation of an offer to sell, purchase or exchange any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document.
Dresdner Kleinwort Limited
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial Services Authority, is acting for Huveaux PLC and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Huveaux PLC for providing the protections afforded to customers of Dresdner Kleinwort Limited, or for affording advice in relation to the contents of this document or any matters referred to herein. Dresdner Kleinwort Limited has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which it is included.
http://www.dodsgroupplc.com/system/files/press/Statementregardingprofitforecast2.pdf