CAP.MAN.& INV Algeco Scotsman Holdings - Acquisition and Financial Restructuring
October 12 2012 - 1:00AM
UK Regulatory
TIDMCMIP
Capital Management & Investment plc
("CMI" or the "Company")
Algeco Scotsman Holdings - Acquisition and Financial Restructuring
12 October 2012
The Company announces that Algeco Scotsman Holdings ("ASH"), one of the
Company's two investments, has completed the acquisition of Ausco Modular
Holdings Ltd. ("Ausco"), a leading provider of modular buildings in Australia
and New Zealand from investment funds managed by TDR Capital LLP (the
"Acquisition"). The Acquisition was satisfied by the issue of new shares in ASH.
ASH has also completed the refinancing of its existing debt facilities.
Ausco, headquartered in Brisbane, Australia, is a major supplier of modular
buildings and accommodation units in the high growth mining, oil, and gas
markets of Western Australia and Queensland. Underpinned by Ausco's pre-eminent
design, assembly, and service capabilities, Ausco has developed a premium
product portfolio and one of the largest hire fleets in Australia and New
Zealand with more than 14,000 modules. The business also operates in the highly
attractive build-own-operate market, providing relocatable accommodation
facilities for workers in remote Australian locations, often close to mining or
infrastructure projects.
The Ausco acquisition gives ASH a significant market presence in the Asia-
Pacific region, substantial exposure to high growth markets, and expansion of
the company's current geographic footprint.
ASH has also completed a refinancing of its debt facilities. ASH has issued
US$1,075 million of 8.50% Senior Secured Notes, due for repayment in 2018 and
EUR275 million of 9.00% Senior Secured Notes, due for repayment in 2018
(collectively, the "Senior Secured Notes") and US$745 million of 10.75% Senior
Unsecured Notes, due for repayment in 2019 (the "Senior Unsecured Notes" and,
together with the Senior Secured Notes, the "Notes"). ASH has also secured an
additional asset backed facility of up to US$1.2billion. ASH's existing debt
facilities have been either capitalised, via the issue of additional shares in
ASH, or repaid. As a result of the Acquisition and restructuring, CMI's
shareholding in the enlarged ASH group has decreased from 6.57% to 2.78%.
The Notes and related guarantees will be offered only to qualified institutional
buyers in reliance on the exemption from registration set forth in Rule 144A
under the United States Securities Act of 1933, as amended (the "Securities
Act"), and outside the United States to non-U.S. persons in reliance on the
exemption from registration set forth in Regulation S under the Securities Act.
The Notes and the related guarantees have not been registered under the
Securities Act, or the securities laws of any state or other jurisdiction, and
may not be offered or sold in the United States without registration or an
applicable exemption from the Securities Act and applicable state securities or
blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy, any securities, nor shall there be any sales of the Notes in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
Contact:
Tim Woodcock, Capital Management and Investment plc 0207 725 0800
Robert Beenstock, N+1 Brewin 0203 201 3710
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Capital Management & Investment Plc via Thomson Reuters ONE
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