Disposal/Change of Name

CARCLO ENGINEERING GROUP PLC 30 September 1999 Disposal of Lee Steel Strip for £20.6m and proposal to change the name. HIGHLIGHTS * Major change in strategic emphasis at Carclo with the sale of Lee Steel Strip to Avesta Sheffield AB for proceeds of £20.6 m, in cash. * Disposal is conditional upon clearance from the competition authorities. * Group now focused upon Technical Plastics and Specialist Wire. * Proposal to be put before shareholders to change the name of the company from 'Carclo Engineering Group PLC' to 'Carclo plc'. Commenting on these developments, George Kennedy, Chairman, said:- 'The disposal of Lee Steel Strip is a positive strategic step, not only for Carclo, but also for Lee Steel Strip itself. Lee Steel Strip, despite its unique position in the precision steel strip industry, was no longer a strategic fit with Carclo, the large part of which is now focused upon technical plastics. The proposal to change the name of the company to 'Carclo plc' reflects the change in emphasis of the group away from traditional engineering activities towards higher growth applications in the automotive, optical-medical and teletronics markets'. Contact: Ian Williamson, Group Chief Executive 0114 256 2162 Simon Gorringe, Robert Fleming & Co. Limited 0171 638 5858 Richard Hews, Ludgate Communications 0171 253 2252 CARCLO ENGINEERING GROUP PLC ('CARCLO') 1. Disposal of Lee Steel Strip The Board of Carclo announces that it has reached agreement with Avesta Sheffield Holdings Limited, a wholly owned subsidiary of Avesta Sheffield AB, to sell the entire issued share capital of Lee Steel Strip Limited ('LSS'). The agreement is conditional upon the parties receiving clearance from the competition authorities. (a) Proceeds The total proceeds before costs arising from this disposal are expected to be approximately £20.6m. This comprises consideration for the equity of £17.9m and an amount of £2.7m for surplus land and buildings adjacent to LSS. The consideration will be payable in cash at completion. (b) The business of Lee Steel Strip LSS joined the Carclo group in 1993 as part of the merger with Arthur Lee & Sons plc, and since then it has comprised the predominant part of Carclo's Precision Engineering division. Its principal activity is the manufacture of precision cold rolled steel strip. The business is located in Sheffield, England. In the year to 31 March 1999 the business had sales of £27.4m and earned profit before taxation of £979,000. The operating profit before interest and taxation in that year was £1,285,000 and the net assets of LSS at that date were £11.2m. In addition the book value of the surplus land at 31 March 1999 was £2.4m. (c) Impact of the disposal on Carclo The proceeds from the disposal of LSS and the associated property are in excess of the tangible net assets being sold. However, when Carclo merged with Arthur Lee & Sons plc in 1993 goodwill arising on acquisition, amounting to £9.6m, was allocated to LSS. This goodwill which was previously written off will, in accordance with FRS2, be realised through the profit and loss account in the year ending 31 March 2000, giving rise to an exceptional item in this regard of £9.6m. This has no impact on the cash position of the group. The exceptional profit on disposal, after costs but before taxation, is forecast to be approximately £5.8m. The overall impact on earnings per share before exceptional items of this disposal is expected to be modest, although the cyclical nature of earnings derived from this business means that the underlying quality and sustainability of Carclo's earnings in future years will be enhanced. The proceeds arising from this transaction will amount to approximately £19.6m after allowing for taxation and the associated costs of disposal and will be used to reduce group indebtedness. On a pro-forma basis therefore the group's net debt at 31 March 1999, after allowing for the acquisition of CTP Carrera, Inc., in April 1999 and adjusting for this disposal, would have been £24.9m. The group's cash and unused bank facilities following this transaction will be approximately £70.0m. 2. Proposed change of name Carclo is now principally focused upon Technical Plastics and Specialist Wire. Technical plastics operations serving the growing automotive, optical-medical and teletronics market now comprise 70 per cent. of group turnover. To reinforce and support the brand identity of these operations, the Board is recommending that the group name be shortened to 'Carclo plc'. A circular convening an Extraordinary General Meeting of Carclo will be despatched to shareholders in the next few days, setting out the details of and reasons for this proposal and including a special resolution to be put before the shareholders at the meeting. Contact: Ian Williamson, Group Chief Executive 0114 256 2162 Simon Gorringe, Robert Fleming & Co. Limited 0171 638 5858 Richard Hews, Ludgate Communications 0171 253 2252

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