Proposed Disposal of Three Businesses

Bemrose Corp PLC 15 June 2000 Proposed disposal of Bemrose Security Printing, Bemrose Promotional Products and Henry Booth Group - Proposed disposal of Bemrose Security Printing ('BSP'), Bemrose Promotional Products ('BPP') and Henry Booth Group ('HBG') to Lloyds TSB Development Capital Limited and certain senior management of these businesses, for an aggregate consideration of up to £28.55 million, of which £2.5 million is deferred - Discussions ongoing regarding the sale of the Letts diary business - Proceeds of disposals to be retained for the development of the Promotional Marketing division - Promotional Marketing division continues to perform well - Performance well ahead of prior year - Strong growth in the US internet business through 4imprint.com and in the UK businesses - Progressive operational improvements through the integration of the UK businesses - Plans to change name to 4imprint Group plc following the disposal of all printing interests Commenting on today's announcement, Rodger Booth, Chairman of Bemrose, said: 'The disposal of BSP, BPP and HBG represents a significant step in achieving Bemrose's strategy of focusing on the Promotional Marketing division. The re-investment of the proceeds from this disposal and the Letts disposal will significantly enhance the prospects for organic and acquisition led growth in the Promotional Marketing division'. This summary should be read in conjunction with the full text of the following announcement. For further information, please contact: Bemrose Corporation Rodger Booth, Chairman 01482 867 862 Richard Harrison, Finance Director 01482 867 862 N M Rothschild & Sons Ltd David Forbes 0113 200 1900 David Wilton 0113 200 1900 Buchanan Communication Mark Edwards 020 7466 5000 N M Rothschild & Sons Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Bemrose and no-one else in connection with the Disposal and will not be responsible to anyone other than Bemrose for providing the protections afforded to its customers or for providing advice in relation to the Disposal or any matter referred to in this announcement. Notes to Editors - BSP - a major supplier of security and information products based in Derby - products include vouchers, cheque books, catalogues and directories - BPP - a major UK producer of calendars, also based in Derby - HBG - a major international supplier of travel and leisure tickets and bar coded distribution forms and labels for inventory management and logistical tracking. HBG is based in Hull Promotional Marketing This division, which now becomes the focus of the Group's operations, supplies a range of products imprinted with corporate names, logos and messages used for brand development and promotional marketing. For the year ended 1 January 2000 sales in the division increased 44% to £75.9 million. The division operates in the UK, Germany and the US. In the UK the business is managed under the Broadway Incentives Group, based in Manchester. Customers include Royal and Sun Alliance, Hertz, Mercedes Benz and Siemens. The US businesses are spearheaded by Nelson Marketing which sells via catalogue distribution (six million) and the website 4imprint.com, the first interactive internet site in the industry, which is currently receiving over 20,000 visits and 200 orders per week. Proposed disposal of Bemrose Security Printing, Bemrose Promotional Products and Henry Booth Group Introduction At the time of the preliminary results statement on 3 March this year, the Company reported that it would be inviting offers for the Specialist Print Services division. The Board now announces that negotiations have been completed to dispose of the businesses and assets (on a debt and cash free basis) of Bemrose Security Printing, Bemrose Promotional Products and Henry Booth Group for up to £28.55 million to Lloyds TSB Development Capital Limited and certain senior management of these businesses, including Graham Bennington. The acquisition will be effected through two newly incorporated companies, Inhoco 2060 and Inhoco Corporation (both of which are wholly owned subsidiaries of Inhoco 2059). In view of its size, the disposal of BSP, BPP and HBG is conditional, inter alia, upon the approval of Shareholders. A circular setting out details of the Disposal and a notice convening an extraordinary general meeting of Bemrose will shortly be posted to Shareholders. Background to and reasons for the Disposal Following a review of strategic options by Rothschild, which was completed at the beginning of this year, the Board reached the view that the two divisions of the Company, Promotional Marketing and Specialist Print Services, would benefit from separate development in the future. In particular, growth in the Specialist Print Services division is expected to be more limited than that currently available from the Promotional Marketing division. The Board believes that future shareholder value will be maximised by concentrating the Group's managerial, technical and financial resources on the Promotional Marketing division. Since that time, Rothschild has conducted an extensive marketing exercise in relation to the businesses which comprise the Specialist Print Services division, with the aim of securing the best possible offers for it. This process resulted in a limited number of offers for BSP, BPP and HBG collectively, the most attractive of which was the offer from Inhoco. In addition, the Company is currently in discussions regarding the sale of its Letts diary business, which is the only other business within the Specialist Print Services division. Information on Bemrose Security Printing, Bemrose Promotional Products and Henry Booth Group BSP is a major supplier of a wide variety of security and information products, including vouchers, cheque books, catalogues and directories. BPP is a major UK producer of advertising calendars and is based at a site in Derby shared with BSP. HBG, based in Hull, is a major international supplier of travel and leisure tickets and bar coded distribution forms and labels for inventory management and logistics tracking. Summary aggregated financial information for BSP, BPP and HBG for the three years ended 1 January 2000 is set out below: 1997 1998 1999 £'000 £'000 £'000 Turnover 60,090 65,643 63,071 Operating profit before central costs and pension credit 7,511 7,276 5,441 Net assets n/a n/a 34,908 For the year ended 1 January 2000, central costs of £330,000 were charged and the pension credit was £1,489,000. Trading results for the year to date in respect of BSP, BPP and HBG are disappointing and below the levels achieved at the same time last year. This is a consequence of the loss of two large contracts to eurozone based competition, and a low level of activity in certain products where customers built strategic stocks over the millennium period. This division has also incurred significant development costs in respect of a major new contract which will shortly commence full production. Details of the Disposal Pursuant to the Disposal Agreement entered into on 14 June 2000, Bemrose has agreed to dispose of the businesses and assets (on a debt and cash free basis) of BSP, BPP and HBG to Inhoco 2060 and Inhoco Corporation (both of which are wholly owned subsidiaries of Inhoco 2059), for an aggregate consideration of up to £28.55 million, subject to certain conditions and adjustments. The £28.55 million comprises £25.5 million of cash which will be received on completion, £0.55 million of subordinated loan stock to be issued by Inhoco 2059 and £2.5 million of deferred consideration which is subject to the achievement of operating profit targets in 2001, 2002 and 2003. The subordinated loan stock carries a coupon of 3 per cent over the base rate of Lloyds TSB Bank Plc payable by quarterly instalments in arrears and is to be redeemed in one bullet payment 18 months from completion of the Disposal ('Loan Stock'). Deferred consideration of £833,333 will be payable by Inhoco 2060 to Bemrose in cash or at Inhoco 2060's option in loan stock on the same terms as the Loan Stock other than as to the rate of interest, which will be 5 per cent over the base rate of Lloyds TSB Bank Plc and redemption, which will be the date upon which the venture capitalist backing Inhoco is repaid under the terms of their loan stock. The deferred consideration is payable in respect of each of 2001, 2002 and 2003, subject to operating profit targets (before pensions charge) of £7,759,000, £8,361,000 and £8,955,000 respectively being achieved in those years. In the event that such targets are not achieved but operating profits are within £250,000 of the target figure, then £250,000 will be payable to Bemrose in respect of that year. No consideration will be payable if the actual operating profits achieved in those years are not within £250,000 of the relevant targets. The Disposal Agreement contains certain warranties and indemnities in favour of Inhoco, together with certain protections regarding how BSP, BPP and HBG are to be run during the period between the exchange and completion of the Disposal Agreement. The Disposal Agreement is conditional upon the approval of Shareholders and also nothing having occurred between the date of the Disposal Agreement and completion of that agreement which has a material adverse effect on the businesses being sold. The exceptional loss on the Disposal, assuming the initial consideration of £26.05 million is received and based on the aggregate net book value of BSP, BPP and HBG of £34.9 million as at 1 January 2000 and the £12.4 million of goodwill previously written off, is £23.25 million after disposal costs of £1 million and other specific provisions of £1 million for environmental, litigation and restructuring costs which will not be transferred to the purchaser of BSP, BPP and HBG. This will be reported as an exceptional item in the profit and loss account for the six months ending 1 July 2000. No taxation liabilities are expected to arise from the Disposal. Use of proceeds and future strategy of Bemrose Corporation The Directors believe that the prospects for both organic and acquisition led growth in the Promotional Marketing division, which will become the focus of the Group following the sale of Specialist Print Services, will be enhanced by the re-investment of the net sale proceeds after the repayment of short term borrowings. A number of investment and acquisition opportunities are currently being assessed within the promotional marketing industry. If there is a surplus of disposal proceeds over investment requirements, this surplus will be returned to shareholders in due course. In order to more fully reflect the continuing activities of the Company, the Directors intend, in due course, to change the Company name from Bemrose Corporation plc to 4imprint Group plc. The current name is more strongly associated with the Specialist Print Services division that is being sold. Current trading and prospects Performance in the business of the Continuing Bemrose Group is ahead of that achieved last year, with strong growth in the US internet business through 4imprint.com and in the UK promotional marketing businesses. Operational improvements are progressively being made in the UK promotional marketing operation through the integration of Bourne Publicity Ltd, Product Plus International Ltd and Broadway Incentives Ltd. The Board is confident that further progress in trading will be made in the Continuing Bemrose Group during the current year. Board changes Following completion of the Disposal, Graham Bennington will resign from his directorships of Bemrose Group companies and from Bemrose Quest Trustees Ltd. The Board is currently in the process of recruiting a new non-executive director, with experience specific to the Company's continuing businesses, to replace Brian Ford who retired immediately following the recent annual general meeting. Rodger Booth will become non-executive chairman of Bemrose following the disposal of Letts. For further information, please contact: Bemrose Corporation Rodger Booth, Chairman 01482 867 862 Richard Harrison, Finance Director 01482 867 862 N M Rothschild & Sons Ltd David Forbes 0113 200 1900 David Wilton 0113 200 1900 Buchanan Communication Mark Edwards 020 7466 5000 N M Rothschild & Sons Limited, which is regulated in the United Kingdom by The Securities and Futures Authority Limited, is acting for Bemrose and no-one else in connection with the Disposal and will not be responsible to anyone other than Bemrose for providing the protections afforded to its customers or for providing advice in relation to the Disposal or any matter referred to in this announcement. APPENDIX I DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: 'Bemrose' or 'Bemrose Bemrose Corporation plc Corporation' or 'the Company' 'Bemrose Group' or Bemrose Corporation and its 'Group' subsidiary undertakings 'Board' or 'Directors' the board of Directors of Bemrose 'BPP' or 'Bemrose Bemrose Promotional Products, a Promotional Products' division of Broadway Incentives Limited 'BSP' or 'Bemrose Bemrose Security Printing, a Security Printing' division of Broadway Incentives Limited 'Continuing Bemrose the Bemrose Group following Group' completion of the disposal of BSP, BPP and HBG 'Disposal' the proposed disposal of BSP, BPP and HBG 'Disposal Agreement' the conditional agreements dated 14 June 2000 between the Bemrose Corporation, Broadway Incentives Limited and HBG International, Inc and Inhoco 2059, Inhoco 2060 and Inhoco Corporation 'HBG' or 'Henry Booth Henry Booth Group, a division of Group' Broadway Incentives Limited, which also includes the business, assets and liabilities of HBG International, Inc in the United States of America 'Inhoco' Inhoco 2059 and its subsidiary undertakings, for this purpose being Inhoco 2060 and Inhoco Corporation 'Inhoco 2059' Inhoco 2059 Limited, the parent company of Inhoco 2060 'Inhoco 2060' The Henry Booth Group Limited, formerly Inhoco 2060 Limited 'Inhoco Corporation' Inhoco Corporation, a company incorporated in the state of Georgia, in the United States of America and a wholly owned subsidiary of Inhoco 2059 'Letts' the Charles Letts diary business 'Ordinary Shares' ordinary shares of 38 6/13 pence each in the capital of Bemrose 'Rothschild' N M Rothschild & Sons Limited 'Shareholders' the holders of Ordinary Shares 'Specialist Print the division comprising the Services' business of BSP, BPP, HBG and Letts
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