Disposal

Rap Group PLC 13 October 2000 RAP GROUP PLC PROPOSED DISPOSAL OF THE RAPID BUSINESS AND RELISTING ON AIM RAP Group plc ( 'RAP' or the Group') today announces that it has entered into a conditional agreement to sell the RAPID Business to Zika, a subsidiary of Zika Electrode Works (a company listed on the Tel Aviv Stock Exchange), for a total consideration estimated by the Directors at approximately £3.8 million, payable in cash. Approximately £3.4 million of the consideration will be payable on completion and the balance will be payable when the completion accounts have been finalised. In view of its size, the disposal is conditional upon the approval of shareholders and this will be sought at an Extraordinary General Meeting to be held on 1 November 2000. It is also intended to transfer the Group's listing to AIM. Background to and reasons for the Disposal In the Group's recent rights issue circular despatched to shareholders on 26 June 2000, it was reported that approaches had been received from third parties to purchase certain parts of the Group and that the Directors were giving this active consideration, in order to reduce further the Group indebtedness following the rights issue. The opportunity has now arisen to sell the Group's rubber and safety equipment and industrial gloves' business, the RAPID Business, which is no longer part of the core business of the Group. Historically, the RAPID Business has been operated as a number of discrete trading companies, but during 2000, these have been brought together under a separate management team. As explained in the rights issue circular, the Group's distribution business is now concentrated on its DIY and gardening products. Effects of the Disposal The net sale proceeds will be used to eliminate bank indebtedness and surplus funds will be placed on deposit. It is intended that the surplus will be used to develop the Group's remaining activities, including the growth of the supply of fixings to DIY retailers, and to make selective acquisitions should the opportunity arise. Details of the Disposal The principal terms of the disposal agreement may be summarised as follows: a. the disposal is conditional upon shareholders' approval; b. a provisional aggregate consideration of approximately £3.8 million, equating to the net assets of the RAPID Business at completion; c. payment of £3.4 million in cash on completion; d. a further cash payment payable, by either RAP or Zika, on determination of the net asset value of the RAPID Business, of an amount equal to the difference between the net asset value of the RAPID Business and £3.4 million; and e. administration and accounting services to be provided by the Group for the RAPID Business for a period of six months from the date of completion at no cost to the purchaser, at an estimated cost to the Group of approximately £125,000. Transfer to AIM Following the EGM, whether or not the Resolution is passed, the Directors intend to transfer the Group's quotation to AIM. This is because the costs of complying with the Listing Rules applying to transactions of a certain size, for example the transaction described in this announcement, are excessive for a company of the size of RAP Group. It is intended that the listing of the Group's shares will be cancelled at the close of business on 13 November 2000, and trading in the Group's securities will commence the following morning on AIM. Press enquiries: RAP Group plc John Savage, Chairman T: 01282 410678 Williams de Broe plc Graham Lewinstein T: 020 7588 7511 Biddick Associates Ltd Zoe Biddick/Katie Tzouliadis T: 020 7464 4280
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