Disposal of Property to Ashtenne Holdings plc

Creston PLC 4 February 2000 CRESTON PLC ('THE COMPANY') Introduction: On 19 November 1999, the Company announced that it was in discussions with Ashtenne Holdings plc ('Ashtenne') in relation to the disposal of some or all of its property portfolio. Since that date the Company has already disposed of certain properties for consideration of £4.2 million to third parties. The Company and its subsidiaries (the 'Group') has now agreed terms with certain subsidiaries of Ashtenne to dispose of a portfolio of properties ('the Properties') for consideration of £37.8 million ('the Disposal'). The net book value of the Properties in the Group's last audited accounts at 30 June 1999 was £36.8 million. Since that date, the Group has incurred further capital expenditure of £2.0 million on the Properties. The net annual rental income attributable to the Properties is £3.2 million. In view of its size the Disposal requires the approval of the Company's shareholders in general meeting. A circular will be posted to shareholders in due course, containing details of the Disposal, information on the Properties and notice of an extraordinary general meeting to approve the Disposal. Principal terms of the Disposal: The Disposal is subject to the approval of shareholders. Under the terms of the disposal agreement, the consideration amounts to £37.8 million, including indebtedness of £2.7 million to be taken over by a subsidiary of Ashtenne in relation to one property. The balance of the consideration of £35.1 million is payable in cash as follows: a) £1.0 million was paid as a returnable deposit on (3) February 2000. b) £21.4 million is payable on (2) March 2000. c) £12.7 million is payable subject to certain conditions being met in relation to four properties, by (3) May 2000 in respect of £2.4 million, by 24 June 2000 in respect of £7.5 million, and by (3) February 2001 in respect of £2.8 million. If these conditions are not met by the dates above, either the purchasers or the Group may rescind the disposal agreement in so far as it relates to the respective properties. Group prospects: Following the Disposal the Group will repay the remainder of its borrowings, after which a substantial surplus of cash funds will remain. Steps will be taken to reduce the Group's overheads to a level below the interest income on these surplus funds. The Company will retain only a single property with a net book value of £0.1 million at 30 June 1999. The remaining property comprises of 167 acres of land at Dougalston golf course and Dowan Farm, Milngavie, near Glasgow. The board of directors of the Company ('the Board') believes that part of this land has potential for residential development, subject to planning consent being obtained, although the Board believes that it is unlikely that residential consent will be obtained in the short term. Subject to completion of the Disposal the Board anticipates that an amount equivalent to the Company's distributable reserves will be paid to shareholders on or before 31 May 2000 as a dividend. The Board has not decided whether following such distribution it would still be in the interests of shareholders to return the balance of the Company's net assets to them by way of capital reorganisation or whether the Board should seek a new business activity for the Company.
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