Prpsd Acqn/Final Rslts-Rplcmt

Sirdar PLC 14 September 2000 The issuer has made the following amendment to the 'Proposed Acquisition/Final Results' announcement released today at 8:08 under RNS No 9160Q. The taxation figure for the year ended 30 June 2000 should read £1,776,000 and not £1,176,000 as previously stated. All other details remain unchanged. The full corrected version is shown below. SIRDAR PLC PROPOSED ACQUISITION OF RYALUX CARPETS LIMITED AND ANNOUNCEMENT OF PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2000 Acquisition highlights: - Proposed Acquisition of Ryalux for a net consideration of £25.0m. - Gross consideration of £26.56m payable in Loan Notes (£26.46m) and cash (£0.10m). Vendor to retain £1.56m of personal assets for £1.56m cash paid to Company on Completion. - Ryalux is a well established manufacturer of wool rich carpets based in the North of England, with a number of well known brands, aimed at the middle to top end of the domestic market. In the year ending 31 December 1999 turnover was £35.1 million. - Proposed Acquisition is the first major step in the implementation of the strategic refocusing of the Group's activities to concentrate on the manufacturing of floor coverings and also specialist yarns. - The Directors expect the Acquisition to be immediately earnings enhancing. Preliminary results highlights: - Profit before tax and exceptionals £5.9m (1999: £5.6m). - Operating profit before exceptionals £6.0m (1999: £5.8m). - Adjusted earnings per share 8.6p (1999: 7.6p). - Successful disposal of Eversure Textiles, the loss making subsidiary. Gerry Lumb, Chairman of Sirdar, commented: 'The Group is in a strong position and with the exciting prospect of the acquisition of Ryalux the Board considers the Group is well placed to make progress in pursuit of its declared strategy. This acquisition will widen the overall product offerings to span both the commercial and domestic markets and provide the opportunity to exploit the combined expertise and resources of both companies in design and brand development.' For further information contact: Sirdar PLC Gerry Lumb 01924 371501 Dresdner Kleinwort Benson Richard Scholes 020 7623 8000 Dresdner Kleinwort Benson, which is regulated by The Securities and Futures Authority Limited, is acting for Sirdar PLC in relation to the transaction and no one else and will not regard any other person as its customer nor be responsible to anyone other than Sirdar PLC for providing the protections afforded to customers of Dresdner Kleinwort Benson nor for providing advice in relation to the contents of this document or any matter referred to herein. This summary should be read in conjunction with the full text of the attached press release. PART I: PROPOSED ACQUISITION OF RYALUX LIMITED Introduction The Board announced today that Sirdar has agreed, subject to Shareholder's approval, to acquire Ryalux, a well established, privately owned carpet manufacturer. The gross consideration payable upon Completion for Ryalux's share capital (inclusive of assets for which one of the Vendors will pay £1.56 million immediately following Completion) is £26.56 million, of which £26.46 million will be paid in Loan Notes and the balance will be paid in cash. In view of its size, the Acquisition is conditional, inter alia, on shareholder approval. Strategic review In the mid 1980's, recognising the opportunities available in the floor-coverings market, your Company acquired Burmatex Limited, a manufacturer of fibre bonded, tufted carpet and carpet tiles aimed mainly at the commercial market. In 1994, the Company strengthened its carpet tile product range with the addition of the Carpet Tile Company. Sirdar's Floor Coverings Division now offers approximately 50 different product lines primarily aimed at the contract flooring market. Earlier this year, the Board undertook a detailed strategic and operational review of the various businesses within the Group. The main conclusions of the review were that the group should look to: * widen the floor coverings product portfolio, with a particular focus on branding; * maintain vertical integration in the yarns and floor coverings divisions; * focus on higher margin products throughout the business; and * refocus the Group's activities so as to concentrate on the manufacture of floor covering products and also specialist yarns. The first steps in the implementation of this review were the acquisition of Clutsom & Kemp, a yarn covering business for £250,000 in March 2000 and the disposal of Eversure, Sirdar's loss-making curtain and accessories business for £550,000 in June 2000. For the year to 30 June 2000, sales in the continuing activities of the Sirdar Group comprised the manufacture of floor coverings 54 per cent., the manufacture of specialist yarns 35 per cent. and the operation of Cedar Court, a four-star hotel in Bradford 11 per cent. These activities contributed £5.3 million (71 per cent.), £0.9 million (12 per cent.), and £1.3 million (17 per cent.) respectively to continuing operating profit in the year ended 30 June 2000. The acquisition of Ryalux which is now being proposed, represents a very significant acquisition for the Group and, the Board believes, provides an attractive opportunity which may well not recur, towards fulfilling the objective of becoming one of the UK's leading floor coverings businesses, with a portfolio of products with significant brand value. Information on Ryalux Ryalux is a well-established manufacturer of a range of predominantly wool-rich carpets with a number of well- known brands aimed at the middle to top end of the domestic market. Ryalux was founded by William Lomas in 1970 with the Rya range of carpets. Since then, Ryalux has successfully developed a range of products which includes the Rya, Ryalux Bespoke and William Lomas brands. Considerable brand investment has also been made in recent years particularly in the Chatsworth and Victoria & Albert ranges. Ryalux's approach is to offer retailers a wide range of wool-rich carpets with an extensive line in plain and heather colours. The Rya and Ryalux Bespoke ranges are aimed at the upper price range of the market while the William Lomas range is targeted at the middle to upper market. Rya, the wool- rich, flag-ship range, is made-to-order in any colour or width up to five metres. The Ryalux Bespoke range offers standard colour ranges available in various blend options and various widths. The William Lomas range is similar to Ryalux Bespoke but is only available in fixed widths. In 1995, Ryalux entered the patterned carpet market under the Ryaweave brand, using Colortec machinery to produce tufted carpets. In 1998, however, following manufacturing difficulties and poor product sales, the decision was made to refocus on Ryalux's core competencies in the plain carpet market. As a result, exceptional costs relating to the closure of this business adversely impacted the 1998 results. In recent years, Ryalux has made several investments to improve efficiency and production flexibility through vertical integration. An in-house spinning plant in Bury now provides approximately 50 per cent. of Ryalux's total yarn requirements. In February 1998, a yarn dyeing operation was acquired which now satisfies the majority of Ryalux's yarn dyeing requirements. Ryalux operates from six sites situated in the North of England. As at 31 December 1999, it had 324 employees, of which 233 were directly involved in manufacturing, 29 made up the sales force and 62 were involved in administration and support. Reasons for the Acquisition Although the domestic carpet industry in the UK has shown little growth in recent years, demand has tended to move away from patterned woven carpet towards plain, wool-rich, tufted carpet. Ryalux occupies a strong position in this sector, reinforced by its ability to produce to the exact colour and size specification of its customers, which is believed to be a service that is unique in its scale. The acquisition of Ryalux is expected to: * widen the combined product offerings, spanning both commercial and domestic market-places; * provide the opportunity to exploit the combined expertise and resources of the two companies in design and brand development; and * give Sirdar and Ryalux access to each other's brand management expertise and market knowledge; it should also provide the opportunity to extend Ryalux branding to certain other Group products. Vertical integration has been a key element of Sirdar's strategy. Ryalux is also a business which has benefited from vertical integration and consequently will fit easily within Sirdar's current operational structure. Financial information on Ryalux The table below sets out summarised financial information for Ryalux for the three years ended 31 December 1999. Year ended 31 December 1999 1998 1997 £'000 £'000 £'000 Turnover 35,116 33,901 32,168 Gross Profit 8,835 4,614 5,360 Operating 5,324 1,307 2,233 Profit Net assets 13,379 10,624 10,400 The improvement in gross profit in the year ended 31 December 1999, reflects a reduction in wool prices, an increase in selling prices alongside a change in sales mix and an increase in in-house spinning and dyeing. The operating profit in the year ended 31 December 1998 was adversely affected by the costs arising out of the closure of the Colortec business, alongside other non- recurring items. Your Directors believe that Ryalux represents a very attractive strategic opportunity for your Company. Adjusted underlying earnings show sustained revenue and profit growth in real terms while there has been significant brand investment and capital expenditure in recent years. Terms of the Acquisition Under the terms of the Acquisition Agreement, Sirdar will acquire Ryalux for a gross consideration of £26.56 million, of which £0.1 million will be paid in cash and £26.46 million in interest-bearing Loan Notes. At Completion, one of the Vendors will purchase £1.56 million worth of assets of a personal nature for £1.56 million cash. The net consideration at Completion is therefore £25 million. In order to finance the proposed Acquisition and provide sufficient working capital for the Enlarged Group, the Board has negotiated total banking facilities of £36 million with Barclays Bank Plc to replace the pre- existing facilities of Sirdar and Ryalux. Financial effects of the Acquisition The Acquisition will give rise to an amount of goodwill, approximately £14.2 million, which will be capitalised and amortised over a period of 20 years. The Directors expect the Acquisition to be immediately earnings enhancing (after goodwill amortisation). Management The management board of Ryalux comprises six individuals including William Lomas, the founder and executive chairman and Duncan Verity, the chief executive. Following completion, William Lomas will step down from the board of Ryalux, but will continue as an employee. Duncan Verity is highly experienced in the textiles industry, having been with Ryalux for 12 years (chief executive since 1995) and having previously worked for other major companies in the same industry. He will join the Board of Sirdar as Managing Director - Ryalux Division. The remainder of the Ryalux management team will remain in place following Completion of the Acquisition. Current trading and prospects The Group's audited preliminary statement of results for the year ended 30 June 2000 is presented in Part 2 of this announcement. Trading in the first two months of the current financial year is in line with expectations. The management of Ryalux also confirm that current trading is in line with expectations and consistent with the good results achieved in the year ended 31 December 1999. Although the domestic carpet industry in the UK has shown little growth in recent years, demand has tended to move away from patterned woven carpet towards plain, wool-rich tufted carpet. Ryalux occupies a strong position in this sector, and your Directors believe it has potential for further growth in domestic floor coverings. Additionally, with exports representing approximately 5 per cent. of Ryalux's total sales, your Directors consider that further opportunities may exist in Europe and particularly in the US, where the market is growing strongly and where further penetration may be possible by partnering with a local distributor. In summary, your Board feel that the Group is in a strong position and with the exciting prospect of the proposed Acquisition of Ryalux, considers the Group well placed to make progress in pursuit of its declared strategy. Articles of Association The Articles of Association of the Company currently limit borrowings to twice the Adjusted Capital and Reserves of the Group. However, the definition of Adjusted Capital and Reserves excludes intangible assets. On a pro-forma basis, this definition would limit borrowings post the Acquisition to £28.3 million. Accordingly, in addition to the resolution to approve the proposed Acquisition, the Directors propose a resolution to include intangible assets in the calculation of Adjusted Capital and Reserves. Circular It is expected that a circular to Shareholders (including a notice convening the Extraordinary General Meeting) will be posted as soon as practicable. DEFINITIONS The following words and expressions have the following meaning in this announcement unless the context requires otherwise. 'Acquisition' proposed acquisition of Ryalux by Sirdar, pursuant to the Acquisition Agreement 'Acquisition the conditional agreement relating to Agreement' the acquisition of Ryalux dated 13 September 2000 between the Company and the Vendors 'Adjusted the adjusted capital and reserves as Capital and defined in the Company's Articles of Reserves' Association and used for the purpose of the calculation of the cap on borrowings of the Company 'Bank Facility the bank facility agreement to be Agreement' entered into between (1) the Company (2) Burmatex Limited and others and (3) Barclays Bank Plc 'Board' or the directors of Sirdar 'Directors' 'Completion' Completion of the Acquisition Agreement in accordance with its terms, which is expected to occur on 10 October 2000 'Dresdner Kleinwort Benson Limited Kleinwort Benson' 'EGM' or the extraordinary general meeting of 'Extraordinary the Company to be held at the offices General Meeting' of Dresdner Kleinwort Benson, 20 Fenchurch Street, London EC3P 3DB at 11.00 am on 10 October 2000 (or any adjournment or postponement thereof) 'Enlarged Group' the Group as enlarged by the Acquisition 'Group' Sirdar and its subsidiary undertakings 'Loan Notes' the £24,371,199 fixed rate guaranteed unsecured 'A' Loan Notes 2007, the £1,000,000 fixed rate guaranteed unsecured 'B' Loan Notes 2007 and the £1,090,465 fixed rate guaranteed unsecured 'C' Loan Notes 2007 issued to certain of the Vendors 'Ordinary ordinary shares of 25p each in the Shares' capital of Sirdar 'Ryalux' Ryalux Carpets Limited and its subsidiary undertakings 'Shareholder(s)' holder(s) of Ordinary Shares 'Sirdar' or Sirdar PLC 'Company' 'Vendors' those persons described as such in the Acquisition Agreement PART 2: AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2000 CHAIRMAN'S STATEMENT Group results Group operating profit for the year to 30 June 2000 was £6,049,000 compared with £5,849,000 for the previous year, an increase of 3 per cent. These results include losses at Eversure Textiles to the date of disposal, which if excluded show profit from continuing activities has recorded an underlying increase of 8 per cent. Cash generated from operations amounted to £9,100,000, enabling the Group to spend a further £1,151,000 on repurchasing ordinary shares and still reduce net borrowings by £2,861,000. The loss on disposal of Eversure Textiles was £7,024,000, however this included an accounting adjustment of £4,662,000 relating to goodwill previously written off; after this exceptional loss on disposal and interest of £193,000 the Group has reported a pre-tax loss of £1,168,000. The loss per share was 6.19p compared to earnings last year of 7.96p. After adjusting for exceptional items, the adjusted earnings per share increased to 8.58p compared with 7.63p last year, an improvement of 12 per cent. The directors are recommending a final dividend of 3.85p, representing a small increase on last year's figure of 3.80p. Strategic review During the year the board undertook a strategic review of the Group's operations with the conclusion that the Group should focus its activities on the manufacture of floor covering products and also specialist yarns. The first steps in the implementation of this review were the acquisition of Clutsom & Kemp, a yarn covering business, in March 2000 and the disposal of Eversure Textiles, the Group's loss making curtain and accessories business in June 2000. The proposed acquisition of Ryalux represents a further significant step towards this strategy. Details of the proposed acquisition were included in the circular sent to shareholders recently. Floor coverings Despite a competitive floor coverings market and continued pressure on prices Burmatex increased sales by 8 per cent. with the Carpet Tile Company brand performing particularly well. The operating profit of £5,348,000 reflects a satisfactory improvement of 9 per cent. in comparison with last year. The pressure on margins and other cost increases, including a significant increase in contributions to the Group pension scheme, have been mitigated by improvements in manufacturing and innovations in production, including in-line tile cutting. These changes have improved quality and reduced product lead times. In addition, improved stock availability enabled the Company to ensure prompt delivery and maintain customer loyalty, which in turn protected the Company from the worst effects of competition from imports. Hand knitting and machine yarns Sales of hand knitting and machine yarns have increased marginally, in part due to the acquisition of Clutsom & Kemp. This business has now been fully integrated into this division and has already made a modest contribution to profit in the year. Hand knit sales reduced slightly in line with the overall market whereas machine yarn sales under the Tilsa brand increased due to additional business in Eire and North America. Margins have improved due to control of raw material prices and other costs and this has resulted in a substantial increase in operating profit from £622,000 last year to £944,000 this year. Hotel The Cedar Court Hotel performed well during the year although, in common with much of the sector, trade over the Millennium period was a disappointment. Static sales in the second half meant overall turnover of £4,563,000 was up 2 per cent. from last year. The results of the hotel were adversely affected by additional depreciation of £165,000 which was required by a new Accounting Standard. Without this extra charge the current year operating profit would have been just 3 per cent. behind last year. Curtains and accessories Whilst turnover declined and the losses continued continue at Eversure Textiles (operating loss, before central Group costs, of £1,239,000 in the period) an aggressive stock reduction programme meant that this business contributed £439,000 to the Group's net cash inflow in the period up to its disposal for £550,000 in June 2000. The future Sales of floor coverings have started well in the new financial year. New products have been launched and, despite continuing competitive pressures, management anticipate further improvement in performance this year. The spinning division has now stabilised and, despite the continuing rationalisation of the UK customer base, management are confident of further growth in machine yarn sales particularly in North America. The Board approve capital investment in Clutsom & Kemp and new machinery has now been commissioned which will increase both flexibility and capacity. The hotel has also had a better start to the year and advance bookings are healthy. The Group is in a strong position and with the exciting prospect of the proposed acquisition of Ryalux the Board considers the Group is well placed to make progress in pursuit of its declared strategy. F G Lumb Chairman 14 September 2000 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2000 2000 1999 £'000 £'000 £'000 £'000 Continuing Discontinued Total Turnover 41,082 6,498 47,580 48,679 Operating costs 41,531 42,830 33,761 7,770 Operating profit 7,321 (1,272) 6,049 5,849 Loss on disposal of (2,362) - business (4,662) - Goodwill written back Loss on disposal of discontinued (7,024) - operation - 206 Profit on sale of property (193) (220) Interest payable (Loss)/profit (1,168) 5,835 before taxation Taxation 1,776 1,602 (Loss)/profit for (2,944) 4,233 year Interim dividend paid 906 912 1.90p per share (1999: 1.85p) Final dividend proposed 1,780 1,818 3.85p per share (1999: 3.80p) Preference dividend - 6 paid _________ _________ Retained (loss)/profit for (5,630) 1,497 the year (Loss)/earnings per share (Basic and fully (6.19)p 7.96p diluted) Adjusted earnings per share 8.58p 7.63p There are no recognised gains or loses other than those disclosed in the consolidated profit and loss account. CONSOLIDATED BALANCE SHEET FOR THE YEAR ENDED 30 JUNE 2000 2000 1999 £'000 £'000 £'000 £'000 Tangible fixed assets 22,652 24,336 Current assets Stocks 9,935 12,436 Debtors 8,119 9,142 Cash at bank and in hand 314 239 18,368 21,817 Creditors (due within one year) 10,703 13,796 Net current assets 7,665 8,021 Total assets less current liabilities 30,317 32,357 Deferred tax 721 773 29,596 31,584 Equity shareholders' funds Called up share 11,556 11,960 capital 499 421 Share premium 2,395 1,938 account Capital redemption 15,146 17,265 reserve Profit and loss account 29,596 31,584 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2000 2000 1999 £'000 £'000 £'000 £'000 Net cash inflow from operating 9,100 10,032 activities Servicing of finance Interest paid (193) (258) Dividends paid on non-equity share - (6) capital (193) (264) Corporation tax (1,220) (2,187) paid Capital expenditure Purchase of tangible fixed (1,062) (1,181) assets Sale of tangible 198 728 fixed assets (864) (453) Acquisitions and disposals Acquisition of (262) - business Disposal of subsidiary 44 - undertakings (218) - Equity dividends paid (2,724) (2,994) 3,881 4,134 Financing Issue of share 131 - capital (1,151) (4,370) Repurchase of share capital - (2,600) Repayment of bank loan (1,020) (6,970) Increase/(decrease) in cash 2,861 (2,836) ANALYSIS OF RESULTS BY CLASS OF BUSINESS FOR THE YEAR ENDED 30 JUNE 2000 Operating profit/(loss) before central group Turnover Costs Net operating assets 2000 1999 2000 1999 2000 1999 £'000 £'000 £'000 £'000 £'000 £'000 Floor coverings 22,023 20,445 5,348 4,910 8,416 8,757 Hand knitting and machine yarns 14,496 14,170 944 622 13,034 12,649 Hotel 4,563 4,465 1,299 1,503 9,424 9,876 Continuing 41,082 39,090 7,591 7,035 30,874 31,282 Curtains and accessories (discontinued) 6,498 9,589 (1,239) (906) - 4,846 47,580 48,679 6,352 6,129 30,874 36,128 Central group costs (303) (280) Operating profit 6,049 5,849 Loss on disposal of subsidiary (7,024) - Profit on sale of property by the hand knitting and machine yarns division - 206 (975) 6,055 Net interest (193) (220) (1,168) 5,835 The results of the hand knitting and machine yarns division include turnover of £538,000 and operating profit of £28,000 relating to the acquisition of Clutsom & Kemp. Net operating assets are stated excluding inter-company financing and are derived from the balance sheet total by excluding bank borrowings totalling £1,758,000 (1999: £4,544,000) and excluding deferred consideration of £480,000 receivable on the disposal of Eversure Textiles. NOTES 1. The final dividend is payable on 27 November 2000 to those shareholders on the register of members on 3 November 2000. 2. The above information has been extracted from the Group's full accounts upon which the auditors have given an unqualified opinion. The full accounts will be filed with the Registrar of Companies in due course and will be posted to all shareholders on 2 October 2000. Further copies will be available from the Company Secretary at the registered office at Flanshaw Lane, Alverthorpe, Wakefield, West Yorkshire, WF2 9ND.

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