Disposal/ Banking Facilities

Johnson Service Group PLC 11 April 2008 FOR IMMEDIATE RELEASE JOHNSON SERVICE GROUP PLC ('Johnson Service Group' or the 'Company') 11 April 2008 PROPOSED DISPOSAL OF JOHNSON CLOTHING LIMITED FOR £82.5 MILLION AGREEMENT OF NEW DEBT FACILITIES Highlights • Proposed Disposal of the Group's corporate clothing business to an entity controlled by divisional management and Gresham LLP, an independent UK mid-market private equity specialist. The Proposed Disposal is subject to Shareholder approval • New medium-term debt facilities agreed with the Group's existing banks. If Shareholders do not approve the Proposed Disposal, an event of default under the new facilities will be triggered • Aggregate purchase price of £82.5 million, subject to adjustment post Completion, of which £2.1 million to be paid to the Group staff pension scheme and £13.2 million to be placed in escrow to cover certain potential tax liabilities • Remaining proceeds of £64.6 million (after transaction costs), together with an amount of approximately £0.4 million from the Company's current resources to be applied to reduce the Group's indebtedness and financial leverage • The Proposed Disposal and arrangement of new medium-term debt facilities represent a significant step towards establishing a stable financial basis for the Group • New debt facilities become significantly less expensive and offer further benefits in the event of an equity fundraising of at least £25 million before 31 March 2009 • Johnson Service Group to seek Shareholder approval for admission to AIM • The Group continues to trade satisfactorily in the current year Simon Sherrard, Chairman of Johnson Service Group, commented: 'We are pleased to announce today that we have secured new medium-term debt facilities with our existing banks and that, following our strategic review, we have agreed the disposal of Johnson Clothing Limited for an aggregate purchase price of £82.5 million. This refinancing and the sale of Johnson Clothing Limited are both major steps in securing financial stability for the Group, thus allowing us to optimise the potential of our other market leading businesses, which are continuing to trade satisfactorily.' Enquiries: Johnson Service Group 020 7290 0390 Simon Sherrard, Chairman John Talbot, Chief Executive Close Brothers (Financial Adviser to Johnson Service Group) 020 7655 3100 David Bezem Matthew Prest Guy Ballantine Investec (Joint Financial Adviser and broker to Johnson Service Group) 020 7597 5000 Erik Anderson Michael Lacey-Solymar Hudson Sandler 020 7796 4133 Michael Sandler Sandrine Gallien Fran Read This summary should be read in conjunction with the full text of the following announcement. Close Brothers Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Johnson Service Group PLC and for no one else in relation to the Proposed Disposal and is not advising any other person and accordingly will not be responsible to anyone other than Johnson Service Group PLC for providing the protections afforded to the customers of Close Brothers Corporate Finance Limited or for providing advice in relation to the Proposed Disposal. Investec, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Johnson Service Group PLC and for no one else in connection with the Proposed Disposal and will not be responsible to anyone other than Johnson Service Group PLC for providing the protections afforded to clients of Investec nor for providing advice to any other person in relation to the Proposed Disposal. JOHNSON SERVICE GROUP PLC FOR IMMEDIATE RELEASE 11 April 2008 PROPOSED DISPOSAL OF JOHNSON CLOTHING LIMITED FOR £82.5 MILLION AGREEMENT OF NEW DEBT FACILITIES Introduction Johnson Service Group PLC today announces that it has entered into a conditional agreement to sell its corporate clothing business comprising the entire issued and to be issued share capital of Johnson Clothing Limited to the Purchaser, a newly formed company established and controlled by Gresham LLP and the Johnson Clothing Limited management team led by Simon Hughes. The total amount payable by the Purchaser in cash on Completion will be £82.5 million (subject to adjustment post Completion) plus an amount equal to any cash balances of Johnson Clothing Limited on Completion. £2.1 million of this amount will be used to fund a liability of Johnson Clothing Limited to the Johnson Service Group staff pension scheme arising on the sale. The Proposed Disposal, because of its size relative to the Group, is a class 1 transaction under the Listing Rules and is therefore conditional upon the approval of Shareholders at an extraordinary general meeting. In addition, the Directors intend to transfer the Company's stock exchange listing from the Official List to AIM. As a result, the Company intends to request the cancellation of the listing of the Shares on the Official List. Under the Listing Rules, the cancellation requires the prior approval of Shareholders. A circular will be sent to Shareholders in due course, setting out full details of the Proposed Disposal and convening extraordinary general meetings at which Shareholder approval for the Proposed Disposal and transfer to AIM will be sought. Importance of the vote and working capital Completion of the Proposed Disposal is conditional only upon Shareholders' approval being obtained at the Disposal Extraordinary General Meeting. If Shareholders do not approve the Proposed Disposal, an event of default under the new facilities will be triggered, which would allow the Company's banks to make an immediate demand for repayment of the amounts drawn down under the new facilities and also allow the banks and the pension trustee to enforce the security that they hold over the assets of the Group. As a consequence of such a demand and enforcement, the Group would have no access to working capital and as such, would not have sufficient working capital for its present requirements, that is for at least 12 months from the date of the circular. If an event of default were to be triggered, in order to provide sufficient working capital for the Company's requirements, the Board would immediately need to agree a grace period with its banks within which to negotiate a waiver of the event of default or new debt facilities. The Board is not confident that any such grace period would be granted by the Company's banks, or that any negotiations to secure a waiver or new debt facilities would be successful. Any failure following an event of default to agree a grace period and, within that period, to agree a waiver or new debt facilities, could leave the Company without sufficient working capital for its trading requirements and would very likely lead to the imminent insolvency of the Company. The terms of any facilities which might be agreed following an event of default could result in significantly higher financing costs to the Company than those which pertain under the new facilities agreed today with the Company's existing banks. If Shareholders do not approve the Proposed Disposal, the Company could, provided that it is able to agree a grace period with its banks, also be required to raise funds by undertaking the disposal of some of its other businesses. The Directors believe that a number of the businesses within the Group would be attractive targets for potential acquirors. However, the Directors are not confident that such disposals would be successfully completed in a timely manner, or at all, if a grace period were granted, or that the proceeds of such disposals would be sufficient to provide working capital for the Company's present requirements. In addition, a decision by the Company's banks to make an immediate demand for repayment following an event of default would mean that there would be insufficient time to complete such disposals. If Shareholders approve the Disposal Resolution, the event of default described above will not be triggered. Principal terms of the Proposed Disposal Under the Disposal Agreement, which was signed on 11 April 2008, the Company has conditionally agreed to sell the entire issued share capital of Johnson Clothing Limited to the Purchaser. The total amount payable by the Purchaser in cash on Completion is £82.5 million (subject to certain adjustments post Completion as described below), together with an amount equal to the aggregate cash balances of the Disposal Group as at Completion. The Disposal Agreement provides for post Completion adjustments for working capital, reconciled cash balances and third party indebtedness, such that Johnson Clothing Limited is acquired on a debt-free, cash-free basis including a level of working capital sufficient for the operation of the business. In addition, the Purchaser has agreed to refund certain items of expenditure incurred by the Disposal Group prior to Completion. The Directors do not expect any post Completion adjustments to be material in the context of the Proposed Disposal. The Purchaser has agreed to pay approximately £16.4 million in respect of the entire issued share capital of Johnson Clothing Limited and approximately £64.0 million in respect of the intra-group debt owed by the Disposal Group to the Continuing Group as at Completion which the Purchaser has agreed to procure the Disposal Group will repay at Completion (subject to adjustment between the two numbers post Completion depending on the actual intra-group debt as at Completion). In addition, the Purchaser will procure that Johnson Clothing Limited will pay £2.1 million (being the balance of the total amount payable by the Purchaser in cash on Completion) to the Group staff pension scheme to take account of certain liabilities arising in respect of Johnson Clothing Limited ceasing to participate in the Group staff pension scheme after the Proposed Disposal and the agreement reached with the trustee of the Group staff pension scheme It has also been agreed with the Purchaser that an amount of £13.2 million of the proceeds of the Proposed Disposal will be placed in escrow to cover potential tax liabilities arising in the Disposal Group as a result of the Proposed Disposal which the Company has agreed to bear. If these tax liabilities do not crystallise, this amount will be released to the Continuing Group and applied in repayment of a portion of the debt facilities of the Company. The Proposed Disposal, which is expected to complete on or around 30 April 2008 is conditional only on the approval of the Shareholders at the Disposal Extraordinary General Meeting. If the condition to the Proposed Disposal is not satisfied, the Proposed Disposal will not proceed. Background to and reasons for the Proposed Disposal In 2003 the Company embarked on a strategy of broadening its range of business to business services and made a number of acquisitions both in the facilities management and corporate clothing areas as well as adding to the Company's existing activities. These acquisitions were made for cash. In 2006 the Board decided to reduce the financial gearing of the Company by disposing of the dry cleaning business. No offer for this business was received which the Directors felt they could recommend to Shareholders. In addition, the Company proposed to sell a number of smaller businesses which were not considered core to the Company's strategy. No offers materialised which were considered satisfactory by the Board. Towards the end of 2006 a number of problems emerged which have had a detrimental effect on the Company's financial position. The Company was adversely affected by costs associated with the implementation of an Enterprise Resource Planning IT system, which had been intended for use across the Company's businesses. In the six months ended 30 June 2007, expenditure on this system totalled £2.3 million and the decision to limit the implementation of this system led to a write-down of £15.9 million in relation to expenditure in 2007 and earlier periods. Stalbridge Linen Services, which supplies linen to the premium hotel, catering and corporate hospitality markets, incurred losses in 2006 and 2007 as a result of an unsuccessful expansion into the high volume linen market and was impacted by stock write-downs. This business has since been brought under the management of the Company's Apparelmaster division and has reverted to its traditional activities, however further costs have been incurred as a result of this reorganisation, particularly in connection with a laundry built for high volume linen which will now be used for processing garments. The Company was also adversely affected by management and operational issues in Johnson Hospitality Services, a former division which provided furniture and catering equipment to the contract catering market. This division incurred substantial losses during 2006 which resulted in the businesses within the division being sold or closed at the end of 2006, thus incurring additional costs. On 8 November 2007, the Company announced that, as a result of lower than expected profits for 2007 and 2008, and in the absence of any proceeds from the proposed sale of three non-core businesses, the Board expected that the Company would breach the existing covenants in its banking agreement. Following a number of management changes over the previous 15 months, in December 2007 the Company retained the services of John Talbot, an expert in the reorganisation of companies, to minimise the impact of the Company's financial difficulties on the trading and competitive position of its businesses. John Talbot was subsequently appointed Interim Chief Executive Officer of the Company. Concurrently, the Company entered into negotiations with its banking group and agreed a waiver of its year end covenant tests in exchange for, amongst other things, the granting of security over the Company's assets (together with the assets of certain of its subsidiaries) and the agreement to pay the banking group a fee and incur increased interest costs. The Company also agreed to extend the benefit of a proportion of such security to the trustees of its pension funds. These arrangements, announced on 28 December 2007, also required the Company to negotiate new banking facilities with its banking group before 30 April 2008. During the period following the 8 November 2007 announcement, the Board undertook a review of the Company's operations in order to determine the most appropriate strategic direction for the Company. One of the conclusions of this review was that the Board should investigate opportunities to reduce indebtedness and financial gearing whilst working to secure medium-term funding. In November 2007, the Board received a formal proposal from Gresham LLP regarding a potential acquisition of Johnson Clothing Limited which, in the Board's view, represented an attractive valuation for the business and was deliverable within a short time frame due to the familiarity with, and knowledge of, Johnson Clothing Limited's markets obtained by Gresham LLP through their previous ownership of Dimensions, one of the businesses within the Disposal Group. The Board therefore decided to pursue this proposal further, and entered into negotiations with Gresham LLP which have led to the Proposed Disposal for which the approval of Shareholders will be sought at the Disposal Extraordinary General Meeting. In light of the Company's financial position, the Board believes that the Proposed Disposal offers an opportunity both to achieve an attractive valuation for Johnson Clothing Limited and to reduce the Group's indebtedness and financial leverage. The Board also anticipates that the Proposed Disposal will result in significantly reduced financing costs for the Group over the medium term. Furthermore, the Board believes that the simplified structure of the Group following Completion will allow management to focus on maximising the potential of the remaining businesses. Accordingly, the Board has concluded that the Proposed Disposal is in the best interests of Shareholders. New debt facilities In order to refinance the Group's existing facilities and provide ongoing working capital for the Continuing Group, the Company has negotiated a medium-term facility agreement with its existing banks. This comprises four separate tranches that are available to the Company: •The first tranche is a £65 million term loan to be used to bridge a portion of the proceeds from the Proposed Disposal. The applicable rate of interest is LIBOR plus 4 per cent. per annum for the period to 31 May 2008, and LIBOR plus 15 per cent. per annum (comprising a combination of 2.5 per cent. cash pay interest and 12.5 per cent. capitalised interest payments) thereafter. The final repayment date of the first tranche is 31 October 2009. If completion of the Proposed Disposal occurs, the Board expects to repay the first tranche in full by 30 April 2008 out of current resources and the proceeds of the Proposed Disposal, thereby avoiding the significant increase in the interest rate on this tranche which occurs after 31 May 2008. •The second tranche is a £65 million amortising term loan to be used to refinance the existing indebtedness of the Group. The applicable rate of interest is LIBOR plus 2.5 per cent. per annum. An amount of £2 million will be repayable on 30 June 2009, with further repayments quarterly thereafter. The final repayment date of the second tranche is 31 December 2010. •The third tranche is an amortising revolving credit facility with an initial amount of £25 million to be used for general corporate purposes, £5 million of which will be provided by way of an overdraft. The applicable rate of interest is LIBOR plus 2.5 per cent. per annum. The final repayment date of the third tranche is 31 December 2010. The amount available to the Company under the third tranche will reduce to £22.5 million on 30 June 2009 and then to £20 million on 31 December 2009. •The fourth tranche is a £50 million non-amortising term loan to be used to refinance the existing indebtedness of the Group. The applicable rate of interest is LIBOR plus 9 per cent. per annum (comprising a combination of 2.5 per cent. cash pay interest and 6.5 per cent. capitalised interest payments). In the event that the Company does not raise at least £25 million (net of costs but together with accrued interest on that amount) from the proceeds of an equity raising by 31 March 2009, the applicable rate of interest will increase to LIBOR plus 15 per cent. per annum thereafter (comprising a combination of 2.5 per cent. cash pay interest and 12.5 per cent. capitalised interest payments). The final repayment date of the fourth tranche is 31 December 2010. The facility agreement also provides that a number of its terms will be adjusted in favour of the Company in the event that the Company raises at least £25 million (net of costs and together with capitalised accrued interest on that amount) from the proceeds of an equity raising by 31 March 2009. These include: •the reduction of the applicable rate of interest on the fourth tranche to LIBOR plus 4 per cent. per annum; •the removal of any restrictions on the Company's ability to pay dividends contained in the facility agreement; •the removal of any right of the lenders to appoint an observer to attend meetings of the Board; and •the ability thereafter to offset any subsequent prepayments of the facilities against the fourth tranche in priority to the second. On 11 April 2008, the Company issued to its existing lender banks, in connection with the renegotiation of the Company's debt facilities, warrants over 2,957,636 Shares, representing approximately 4.7 per cent. of the fully diluted share capital of the Company as at that date. The warrants are exercisable from 11 April 2008 until 31 December 2011 at an exercise price of 10 pence per Share, which represents the par value of the Shares. Financial effects of the Proposed Disposal and use of disposal proceeds Transaction costs in connection with the Proposed Disposal are expected to total approximately £2.6 million. As noted above, it has been agreed with the Purchaser that an amount of £13.2 million of the proceeds of the Proposed Disposal will be placed in escrow to cover certain potential tax liabilities and, if these tax liabilities do not crystallise, that this amount will be released to the Continuing Group and applied in repayment of a portion of the debt facilities of the Company. In addition, the Purchaser will procure that an amount of £2.1 million will be contributed by Johnson Clothing Limited to the Group staff pension scheme to take account of certain pensions liabilities. The Directors intend to use the expected remaining net proceeds of approximately £64.6 million, together with an amount of approximately £0.4 million from the Company's current resources, to repay the first tranche of the new debt facilities to reduce the Company's indebtedness. The Board anticipates that the Proposed Disposal will result in lower financial leverage, significantly reduced financing costs and greater financial certainty for the Group over the medium term. The Proposed Disposal is expected to be dilutive to pre-amortisation earnings for the 52 weeks ending 31 December 2008 and, after recognition of the potential tax liabilities of £13.2 million referred to above, will result in the recognition of a non-cash loss on disposal. Information on Johnson Clothing Limited Johnson Clothing Limited is the UK's largest provider of corporate clothing, and operates through the following brands: Dimensions Dimensions designs, sources and distributes branded corporate clothing to large organisations. Dimensions has a diverse client portfolio encompassing both the public and private sectors, with leading UK market positions in the retail, travel and leisure, distribution and logistics and hospitality industries. DCC DCC provides a managing agency primarily for clothing to clients in the financial services sector. DCC also operates DCC Direct, a catalogue business, which offers ready to wear styles to organisations of a variety of sizes requiring smaller volumes of corporate clothing. Boyd Cooper Boyd Cooper specialises in the sourcing and supply of uniforms and clothing to clients in the healthcare sector, including hospitals and private medical practices. Yaffy Yaffy is the leading supplier of high performance technical outerwear to UK police authorities. It holds long-term contracts to design or supply outerwear and body armour carriers to UK police forces. Wessex Textiles Wessex Textiles is a supplier of specialist corporate clothing to the medical and ambulance sectors in the UK. CCM On 19 March 2008, the Company announced the disposal for a maximum consideration of £2.8 million of certain assets previously owned by the Company's CCM garment sourcing business which, together with the Disposal Group, comprised the Company's Corporatewear division. The Disposal Group does not include CCM or any of its trade or assets. In 2007, the Disposal Group recorded turnover of £74.6 million and operating profit before exceptional items, amortisation and impairment of goodwill of £9.7 million as extracted without material adjustment from the accounting records used to prepare the audited financial statements of Johnson Clothing Limited for the year ended 31 December 2007. Budgeted operating profit for the Disposal Group, before exceptional items, amortisation and impairment of goodwill in the year ending 31 December 2008 is modestly below this level. The Disposal Group had gross assets of £89.5 million as at 31 December 2007, as extracted without material adjustment from the accounting records used to prepare the audited financial statements of Johnson Clothing Limited for the year ended 31 December 2007. The audited financial statements of Johnson Clothing Limited for the year ended 31 December 2007 contain a modified opinion, which notes the existence of a material uncertainty which may cast significant doubt about the ability of Johnson Clothing Limited to continue as a going concern. The Board considers that, in the event that Shareholders approve the Proposed Disposal, the auditors' opinion referred to above is not a matter of significance for Shareholders, as, following Completion, Shareholders will no longer be exposed to any financial risks associated with Johnson Clothing Limited. In the event that Shareholders do not approve the Proposed Disposal, an event of default will be triggered under the new facilities, and the Group would likely have no access to working capital. In light of this, the Board considers that the auditors' opinion referred to above is not a matter of significance in the event that Shareholders do not approve the Proposed Disposal. Your attention is drawn to the paragraph headed 'Importance of the vote and working capital' above, which includes information which should be considered by Shareholders in relation to voting at the Disposal Extraordinary General Meeting. The key individuals important to Johnson Clothing Limited and their functions are as follows: Name Position Simon Hughes Chief Executive Richard Pearson Financial Director Neil Glacken Operations Director Helen McLoughlin Customer Services Director Hayley Brooks Sales and Marketing Director Steven Cassapi Logistics Director Information on the Purchaser The Purchaser, Ensco 645 Limited, is a newly formed company established and controlled by Gresham LLP and the Johnson Clothing Limited management team led by Simon Hughes. Gresham LLP is an independent UK mid-market private equity specialist, focusing on buyouts of up to £100 million in value. From December 2000 to July 2004, Gresham LLP was the owner of Dimensions, one of the businesses within the Disposal Group. Future strategy of the Continuing Group Following the Proposed Disposal, the Company intends to focus on providing services to business and retail customers through its remaining businesses operating primarily in the textile rental, facilities management and dry cleaning markets. Current trends in trading and prospects Further to the trading update announced on 30 January 2008 the Continuing Group and Johnson Clothing Limited continue to trade satisfactorily. The Company expects to release its preliminary results for the year ended 31 December 2007 on or around 29 April 2008. It is expected that operating profit, before operating exceptional items, amortisation and impairment of goodwill and intangibles (excluding software), will be approximately £30 million. This figure represents a decrease in the Board's expectations since 30 June 2007, but it is line with current market expectations. Net debt stood at approximately £169 million as at 31 December 2007, and at approximately £181 million as at 29 February 2008. Further, operating exceptional items for the year ended 31 December 2007, which will include various restructuring costs, professional fees associated with the negotiation of new debt facilities, onerous lease and environmental costs, write-off of rental stock and software development costs and net of gains arising on property disposals, are expected to be approximately £41 million, representing an increase compared with the Board's expectations as at 30 June 2007. Of this amount, related future cash expenditure is expected to be approximately £8 million. Amortisation and impairment of goodwill and intangibles (excluding software) for the year ended 31 December 2007 will include a write-down of goodwill of £11.8 million in respect of the disposal of the Company's CCM garment sourcing business, which was announced on 19 March 2008, together with a charge of approximately £9.4 million arising from the review for impairment performed on the remainder of the Group's goodwill and intangibles (excluding software) balance, and approximately £6.0 million of intangibles amortisation (excluding software). The aggregate impairment charges of approximately £21.2 million referred to above represents an increase compared with the Board's expectations as at 30 June 2007. In addition to normal interest charges of approximately £11.6 million incurred in 2007 on borrowings and notional interest on post-retirement obligations, the Company has expensed the £1.5 million fee paid to its existing banks for the waiver granted on 28 December 2007 and the remaining £1.2 million of unamortised facility fees relating to the facility agreement dated 21 July 2005 and related supplemental agreements. The expected results of the Group for the year ended 31 December 2007, set out above, have been prepared using the accounting polices adopted by the Company in the preparation of its interim financial statements for the six months ended 30 June 2007 and have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future. The validity of this assumption depends, amongst other matters, on Shareholders approving the Proposed Disposal. If Shareholders do not approve the Proposed Disposal, it may not be possible for the Company to prepare its financial statements on a going concern basis. In the event that the Company is unable to prepare its financial statements on a going concern basis, adjustments would have to be made to reduce the balance sheet value of the Group's assets to their recoverable amounts, which may result in a reduction in the Group's profitability as compared with the expected results set out above. Transfer of trading to AIM The Company today announces its intention to seek a transfer of the Company's stock exchange listing from the Official List to AIM. The Directors anticipate that as an AIM quoted company, recurring savings will be made by the Company on its ongoing costs of administration and in effecting certain corporate transactions due to the less onerous regulations on AIM. The proposed transfer to AIM will be subject to the approval of Shareholders at an extraordinary general meeting. Further announcements in connection with the proposed transfer to AIM will be made in due course. Enquiries: Johnson Service Group 020 7290 0390 Simon Sherrard, Chairman John Talbot, Chief Executive Close Brothers (Financial Adviser to Johnson Service Group) 020 7655 3100 David Bezem Matthew Prest Guy Ballantine Investec (Joint Financial Adviser and broker to Johnson Service Group) 020 7597 5000 Erik Anderson Michael Lacey-Solymar Hudson Sandler 020 7796 4133 Michael Sandler Sandrine Gallien Fran Read Close Brothers Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Johnson Service Group PLC and for no one else in relation to the Disposal and is not advising any other person and accordingly will not be responsible to anyone other than Johnson Service Group PLC for providing the protections afforded to the customers of Close Brothers Corporate Finance Limited or for providing advice in relation to the Disposal. Investec, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Johnson Service Group PLC and for no one else in connection with the Proposed Disposal and will not be responsible to anyone other than Johnson Service Group PLC for providing the protections afforded to clients of Investec nor for providing advice to any other person in relation to the Proposed Disposal. DEFINITIONS The following definitions apply throughout this announcement unless the context requires otherwise: 'AIM' the AIM market operated by the London Stock Exchange; 'Board' the board of directors of Johnson Service Group; 'Close Brothers' Close Brothers Corporate Finance Limited; 'Completion' completion of the Proposed Disposal in accordance with the terms of the Disposal Agreement; 'Continuing Group' Johnson Service Group and its subsidiaries and subsidiary undertakings following Completion; 'Directors' the directors of the Company as at the date of this Circular; 'Disposal Agreement' the conditional sale agreement dated 11 April 2008 among the Vendors, the Company and the Purchaser relating to the Proposed Disposal; 'Disposal Extraordinary General the general meeting of the Company Meeting' to be convened to approve the Proposed Disposal (or any adjournment thereof); 'Disposal Group' Johnson Clothing Limited and its subsidiary undertakings; 'Group' Johnson Service Group and its subsidiaries and subsidiary undertakings; 'Johnson Clothing Limited' Johnson Clothing Limited, a company incorporated in England and Wales with registered number 454264 and having its registered office at 2 Boundary Court, Willow Farm Business Park, Castle Donington, Derbyshire, DE74 2NN; 'Johnson Service Group' or 'the Johnson Service Group PLC, a Company' company incorporated in England and Wales with registered number 523335 and having its registered office at 3rd Floor, 4 Harley Street, London, W1G 9PB; 'Johnsons Apparelmaster' Johnsons Apparelmaster Limited, a company incorporated in England and Wales with registered number 464645 and having its registered office at Pittman Way, Fulwood, Preston, Lancashire PR2 9ZD; 'Listing Rules' the Listing Rules of the UK Listing Authority; 'Official List' the official list of the UK Listing Authority; 'Proposed Disposal' Johnson Service Group's proposed disposal of Johnson Clothing Limited pursuant to the Disposal Agreement; 'Purchaser' Ensco 645 Limited, a company incorporated in England and Wales with registered number 6471761 and having its registered office at One Eleven Edmund Street, Birmingham B3 2HJ; 'Shareholders' the holders of any issued shares in the share capital of the Company from time to time; 'Shares' the ordinary shares in the capital of Johnson Service Group; and 'Vendors' Semara Contract Services Limited, Johnson Investment Limited and Semara Nominees Limited. This information is provided by RNS The company news service from the London Stock Exchange
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