Proposed Disposal of a Property Asset

Latham(James) PLC 19 January 2000 PROPOSED DISPOSAL OF A PROPERTY ASSET James Latham plc ('the Company') announces the proposed disposal of a property asset ('the Property'), comprising the Group's freehold premises at Clapton in London. The Contract has been entered into with Countryside Properties ('Countryside') by the Company subject to Shareholders' consent. It is because of its size in relation to the Group that the Disposal requires Shareholders' consent at an Extraordinary General Meeting, to be held at Leeside Wharf, Mount Pleasant Hill, Clapton, London E5 9NG, at 12 noon on Friday, 4 February 2000. Information on the Property and Lathams Limited The Property comprises a 12.94 acre freehold site. It is presently used as the Group's headquarters and also represents the sales, storage and distribution centre for the largest part of the Lathams Limited panel products and timber trading operation, servicing the South East of England. Following the recent disposal of Latham Timber Centres (Holdings) Limited ('LTCH'), details of which were announced on 13 October 1999, Lathams Limited comprises approximately eighty per cent of the Group's continuing turnover. Lathams Limited is one of the UK's largest traders of panel products and is also one of the UK's largest distributors of hardwoods. It is proposed that the activities carried on from the Property by the Group will be relocated to a number of new smaller sites in and around London and the South East of England. Details of the Disposal The Disposal is expected ultimately to raise not less than £6 million, before costs, on the basis explained below. A valuation report on the Property prepared by Clifford Tee+Gale shows an existing use value of £2.4 million (compared to a book value as at 30 September 1999 of approximately £1.94 million). The present planning use of the Property is as a Defined Employment Area under the Hackney Unitary Development Plan, being a designation by Hackney that this property should be used for employment generating purposes. Pursuant to the Contract, Countryside must use all reasonable endeavours to procure a change in the permitted use to facilitate redevelopment. Completion of the Contract is conditional on Countryside being successful in this regard. If such change in planning permission is obtained, the detail of which cannot be ascertained at this stage, the Property will then be valued at open market valuation and the sale price calculated by reference to that. A sliding scale for calculating the purchase price apportions the benefit of an increased open market value between the two parties. In essence, the price will be equivalent to a minimum of 91 per cent and a maximum of 92 per cent of open market valuation. Countryside is a major property developer and has, in the Directors' belief, the resources and expertise necessary to maximise the opportunity presented by the development of the Property. The consideration to be paid by Countryside recognises both this and the resources which Countryside will have to commit to obtain planning permission. Background to and reasons for Disposal For some time the Directors have been aware that the costs of handling materials through the Clapton site are significantly higher than those incurred at the Group's other regional distribution depots. This results from working within old buildings and an outdated site layout. In addition, poor road links restrict the tonnage which the business can efficiently transport on and off the site. The Directors have, therefore, sought the opportunity to move the Group's activities from the Clapton site to better located premises, which can meet the modern day demand for a handling and distribution operation of this nature. Effect of the Disposal on the Group's balance sheet and earnings Because the Contract does not state a maximum purchase price for the Property, it is not possible to state the net proceeds to Lathams of the Disposal. However, the Directors anticipate that the minimum price set out in the Contract of £6 million (index linked) will be achieved within the three year period of the Contract. Included within unaudited consolidated net assets as at 30 September 1999, is an amount of approximately £1.94 million relating to the Property. The Directors anticipate that a major benefit of the Disposal will be the cost savings to be derived from the relocation explained above. Consequently, it is not possible to quantify the impact on earnings arising from the Disposal beyond the minimum profit in excess of net book value of £4.06 million before any provision for taxation on the basis set out above. Current trading Since 30 September 1999, trading volume has remained in line with the improving trend highlighted by the unaudited interim results announced on 25 November 1999. Net asset value Unaudited consolidated net assets were £21.53 million as at 30 September 1999 but Shareholders should note that this does not include the impact of the disposal of LTCH which occurred on 1 November 1999, which is expected to result in an increase in net assets of approximately £3 million in the current year. Future prospects It is possible that it will take two and a half to three years for Countryside to complete the Contract's conditions, which will give the Group sufficient time to move the existing business at Clapton to new sites. The Directors anticipate that the proceeds from the disposal will more than cover the costs of relocation, which initially are likely to be funded by short-term borrowings to be repaid on completion of the Disposal. Any excess proceeds over the costs of relocation will be utilised by the Group in funding the strategic initiatives within the core business, details of which are set out below. The sale of LTCH to Grafton Group plc, which was completed on 1 November 1999, has provided the Group with a net cash injection in excess of £6 million. The funds raised from the sale of LTCH significantly reduces the Group's dependence on bank borrowings and will enable the Directors to plan the move from Clapton without the financial constraints which would otherwise have limited their options. Within Lathams Limited the Directors intend to establish a new distribution network in London and the South East of England and take advantage of other opportunities as they arise nationally. As part of a long term strategic plan for the Lathams Limited importing and distribution business, the Group's coverage in the South of England has already been improved by the opening last year of a new depot in Eastleigh in Hampshire. In addition, Nevill Long Limited, the Group's distributor of suspended ceilings, partitioning and dry wall linings, via eight depots, is now well established as a profitable and cash generative part of the Group. The Directors will be in a stronger position to take advantage of any opportunities that may arise to expand this business following the Disposal. Overall, the Directors consider that the Group enters the new millennium with good prospects for growth. Stronger trading volumes are evident from the unaudited interim results. The recent disposal of LTCH, together with the Disposal of the Property, places the Group in a strong position financially to take advantage of opportunities that are expected to arise out of the Group's core activities. Extraordinary General Meeting A circular, containing full details of the proposed Disposal of the Property along with the Company's unaudited interim results for the six months ended 30 September 1999 announced on 25 November 1999, is expected to be posted to Shareholders today. This will include notice of an Extraordinary General Meeting to approve the Disposal and a form of proxy will be enclosed with the document. Recommendation The Directors, who have received financial advice on the Disposal from Solomon Hare Corporate Finance, believe that the Disposal is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors strongly and unanimously recommend Shareholders to vote in favour of the resolution to be proposed at the Extraordinary General Meeting on Friday, 4 February 2000. For further enquiries please contact: David Latham Chairman, James Latham plc 0181 806 3333 Pippa Latham Company Secretary, James Latham plc 0181 806 3333 Stephen Toole Partner, Solomon Hare Corporate Finance 0117 933 3344
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