HoT agreed, Suspension of Trading and IMS

RNS Number : 2652X

Coalfield Resources PLC

18 November 2014

 



Coalfield Resources PLC

("Coalfield Resources", "CfR plc" or the "Company")

Heads of terms agreed to purchase remaining 75.1% of Harworth Estates,

Suspension of trading

and

Interim Management Statement

Coalfield Resources is pleased to announce it has reached heads of terms agreement to acquire the 75.1% of Harworth Estates Property Group Ltd ("Harworth Estates" or "HEL") that it does not already own.

Background

The Company currently holds a 24.9% shareholding in Harworth Estates.  Harworth Estates is one of the largest property and regeneration companies across the North of England and the Midlands, owning and managing 30,000 acres across 200 sites valued at approximately £283.7 million and with net assets of approximately £247.3 million as at 30 June 2014 (unaudited).  The remaining 75.1% is held by the Board of the Pension Protection Fund ("PPF").  As reported in the Company's Interim Results statement on 13 August 2014, following the transfer of the shares in HEL held by the mining industry-wide pension schemes to the PPF, CfR plc has been working alongside the PPF to optimise the model for the business and drive growth for the benefit of all shareholders.

The Acquisition

As a result of these discussions the Company has entered into non-binding heads of terms with the PPF for the acquisition of its 75.1% shareholding in HEL for a consideration of approximately £150 million (the "Acquisition"). The heads of terms provide that the Acquisition will be satisfied by a mixture of the issuance of new ordinary shares in CfR plc to the PPF and cash to be raised by an equity offering of new ordinary shares in CfR plc in the first quarter of 2015. The heads of terms further provide for a continuing shareholding by the PPF of not less than 25% nor more than 29.9% of the share capital of the Company and a minimum payment in cash to the PPF of £80 million. The overall consideration of £150m is subject to adjustment if the net asset value of HEL as at 31 December 2014 falls outside a defined range.

Pursuant to and conditional upon the successful completion of the Acquisition, the Company intends to change its name to Harworth Estates Group plc, to properly reflect the change to the Company's underlying operations.

Suspension of Trading in the Company's ordinary shares

Due to the size and nature of the Acquisition, it will be treated as a reverse takeover for the purposes of the UK Listing Authority's Listing Rules and will be subject to approval by the Company's shareholders. As a consequence, the Company's shares have been suspended on the UK Listing Authority's Official List and from trading on the London Stock Exchange until the details of the Acquisition are finalised and the required information is published which is expected to occur in Q1 2015, or the Acquisition is terminated.

Interim Management Statement

The Company issues its Interim Management Statement for the period 30 June to 17 November 2014.

Based on its investment in HEL the Company had unaudited net assets of £58.4 million at 30 June 2014. There has been no material change in the Company's net assets in the period since based on the results of Harworth Estates to the end of September 2014.

Harworth Estates continues to perform well and in line with management expectations. HEL continues to make progress across its portfolio of sites in terms of income generation, valuation growth and realisation through disposals. The property market in the regions in which HEL operates continues to show signs of improvement, and, as a result, Harworth Estates is seeing stronger demand across all of its activities. The improving market, coupled with HEL's diverse portfolio and distinctive skill set, is providing a sound base for HEL to deliver long term value for its shareholders. As reported in the Company's half year accounts Harworth Estates intends to instruct an external valuation of its portfolio in December 2014, the results of which will be incorporated into the Company's results for its year ending 31 December 2014.

Jonson Cox, Chairman of CfR plc, said:

"In the two years since our December 2012 solvent restructuring and separation from the mining businesses of UK Coal, we have made good progress in growing the asset value of HEL and delivering the management team's five year plan. The proposed transaction will give a strong platform from which to grow HEL as a developer of brownfield property and to realise value for all its stakeholders. We look forward to continuing to work with the PPF to deliver the transaction."

Further announcements in relation to the Acquisition will be made in due course.

Enquiries:

Coalfield Resources plc	[phone]
Jonson Cox, Chairman
Jeremy Hague, Finance Director
Investec Bank plc (Financial Adviser and Broker)	[phone]
Jeremy Ellis, Chris Sim, David Anderson
Cardew Group (Media)	[phone]
Anthony Cardew, Tom Horsman

More information on Harworth Estates can be found on www.harworthestates.co.uk

The statements contained in this announcement that are not historical facts are "forward-looking" statements.  These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Company's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors.  These forward-looking statements are statements based on the Company's current intentions, beliefs and expectations about among other things, the Company's financial condition, prospects, growth, strategies and the industry in which the Company operates.  Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing.  Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company.  No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Company and its subsidiaries.  Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis.  Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.  The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law or regulation.

Investec Bank plc who is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting solely for the Company and no one else in connection with the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

END

 

 

MSCBRBLTMBJBBBI