Acquisition and Disposal Details & Other News
London Securities PLC
13 December 1999
London Securities Plc
Proposed acquisition of Ansul
Proposed disposal of the Property Companies
Re-admission of existing Ordinary Shares and admission of Consideration Shares
to AIM
1. Introduction
London announces that it has entered into a conditional agreement to acquire
the entire issued share capital of Ansul for a consideration of £48.4 million.
Ansul is a wholly owned subsidiary of EFPH, which is ultimately (through EFS
Property) the beneficial owner of 3,840,370 Ordinary Shares, representing 75.4
per cent. of the issued share capital of London.
The consideration for the Acquisition is to be satisfied as to:
(i) £24.5 million by the allotment and issue, credited as fully paid, of the
Consideration Shares at a price of 258p per share; and
(ii) a cash payment of £23.9 million.
In order to provide part of the Cash Consideration, the Company has entered
into an agreement, conditional, inter alia, on Shareholders' approval, to
dispose of the Property Companies to EFS Property for a consideration of
approximately £11.0 million, payable in cash on Completion, which represents
the estimated aggregate net asset value of the Property Companies as at 31
December 1999, incorporating the Property Revaluation. The non-recourse
borrowings of the Property Companies, which amount to approximately £10.1
million, will remain the responsibility of the Property Companies after
Completion, and the Enlarged Group will have no continuing responsibility for
them.
In view of the size of the Acquisition, this transaction, which represents a
reverse takeover, requires the approval of the Shareholders and an EGM is
being convened for this purpose on 29 December 1999. Because of the
connection of certain of the Directors with EFPH and EFS Property , and the
interest of EFPH and EFS Property in the Proposals, EFPH has agreed that
neither EFPH, EFS Property nor any person connected with them will exercise
their voting rights at the EGM.
2. Background to the Proposals
In common with many small quoted property companies, and compounded by the
presence of a substantial shareholder, there is little liquidity in the market
for Ordinary Shares. The mid-market price of an Ordinary Share at the close
of business on 7 December 1999 was 91.5p, representing a 57.6 per cent.
discount to its net asset value as at 30 June 1999 of 215.8p.
In July 1999, the Company undertook a purchase of its own shares, buying
25,000 Ordinary Shares at 83p each. This buy-back reduced the public interest
in the Company below the 25 per cent. required by the London Stock Exchange
for a full listing and in August 1999 the Company transferred to AIM.
EFPH has approached the Board with a view to London acquiring the Fire Group.
On 30 September 1999 the Board formally appointed a committee of Independent
Directors to consider the Proposals. The Independent Directors subsequently
appointed KPMG Corporate Finance to act as independent financial adviser to
London and to advise the Independent Directors as to whether it considers the
terms of the Proposals are fair and reasonable so far as the Shareholders are
concerned.
The Fire Group operates in the portable fire extinguisher market in the UK,
Holland, Belgium, Austria and Switzerland. The Fire Group is profitable and
operates a cash generative business which requires a relatively small amount
of working capital.
The Directors have been advised by the management of the Fire Group that they
believe that the fire extinguisher market in Europe is mature, the sector is
consolidating and opportunities for growth will be mainly through
acquisitions. The Fire Group has a successful track record of making
acquisitions and is regularly reviewing potential acquisition opportunities.
The Independent Directors believe that the acquisition of the Fire Group
should have a beneficial impact on London in that it should no longer be
valued by reference to its net asset value, but rather by reference to its
earnings. The Proposals will also result in London realising its property
portfolio at full open market value, based on the Property Revaluation.
£24.5 million of the consideration is to be satisfied by the allotment and
issue of the Consideration Shares to EFPH. The issue price of these new
Ordinary Shares (at 258p per Ordinary Share) represents the estimated net
asset value per Ordinary Share of London as at 31 December 1999 taking account
of the Property Revaluation (which was carried out for the purposes of the
Proposals), and represents an increase of 182.0 per cent. over the mid-market
price of an Ordinary Share at the close of business on 7 December 1999 of
91.5p.
3. Fire Group Reorganisation
As part of a reorganisation within EFPH prior to completion of the
Acquisition, Ansul has entered into the Reorganisation Agreements whereby it
has conditionally agreed to acquire the whole of the issued share capital of
Nu-Swift from EFPH for a total consideration of £33.4 million, to be satisfied
by the issue and allotment to EFPH of new shares in Ansul and by a cash
payment to EFPH of £11.0 million. This cash payment is to be made from a bank
facility of £11.0 million to be made available to Ansul by Lloyds TSB Bank Plc
and Artesia Banking Corporation S.A.
In addition, a dividend amounting to £8.6 million has been declared by
Nu-Swift and will be paid to EFPH prior to Completion. Furthermore, the
intra-group balances between the Fire Group and EFPH and its associated
companies will be settled at or prior to Completion. The result of these
transactions will still leave the Fire Group with net cash balances.
The Reorganisation Agreements are conditional upon, amongst other things, the
Acquisition being approved at the EGM.
4. Terms of the Acquisition
London has agreed, subject to receipt of Shareholders' approval, to acquire
the whole of the issued share capital of Ansul from EFPH for a total
consideration of £48.4 million. Taking into account the acquisition of
Nu-Swift by Ansul pursuant to the Reorganisation Agreements (including the
cash payment to EFPH of £11.0 million by Ansul and the additional borrowings
of £11.0 million taken on for that purpose), this values the Fire Group at
£59.4 million.
The consideration for the Acquisition payable to EFPH will be satisfied as to:
(i) £24.5 million by the allotment and issue, credited as fully paid, of the
Consideration Shares; and
(ii) a cash payment of £23.9 million
The Consideration Shares are to be issued at a price of 258p each,
representing the estimated net asset value per Ordinary Share as at 31
December 1999, taking account of the Property Revaluation. The Consideration
Shares will rank pari passu with the existing Ordinary Shares, save that they
will not rank for the final dividend in respect of the year ending 31 December
1999.
5. EFPH shareholding and the Relationship Agreement
EFPH is currently interested in 3,840,370 Ordinary Shares, representing 75.4
per cent. of the issued share capital of London. If the Proposals are
approved at the EGM, the interest of EFPH in London's share capital will
increase to 13,336,494 Ordinary Shares, representing 91.4 per cent. of the
enlarged issued share capital of London.
6. Terms of the Property Disposals
In order to provide part of the Cash Consideration payable to EFPH for the
acquisition of Ansul, London has agreed, subject inter alia to Shareholders'
approval at the EGM, to dispose of the Property Companies to EFS Property for
an aggregate consideration of approximately £11.0 million, payable in cash on
Completion. This consideration of approximately £11.0 million represents the
estimated aggregate net asset value of the Property Companies, incorporating
the Property Revaluation, as at 31 December 1999.
7. Financing of the Enlarged Group
The Cash Consideration amounts to £23.9 million. To assist in financing the
Acquisition, London and its wholly owned subsidiary, Fire Protection Holdings
Limited, have entered into a conditional loan facility of £11.0 million with
Lloyds TSB Bank Plc and Artesia Banking Corporation S.A., which is repayable
in instalments over seven years.
The Cash Consideration of £23.9 million will therefore be satisfied from the
facility of £11.0 million described above, from the proceeds of the Property
Disposals of approximately £11.0 million and the balance from London's own
resources.
The effect of the Acquisition and Reorganisation is that the Enlarged Group
will have entered into loan facilities of £22.0 million with Lloyds TSB Bank
Plc and Artesia Banking Corporation S.A. of which £11.0 million will be
utilised by Ansul as partial consideration for the acquisition of Nu-Swift and
£11.0 million will be utilised by London and Fire Protection Holdings Limited
as partial satisfaction of the cash consideration for the Acquisition. Lloyds
TSB Bank Plc and Artesia Banking Corporation S.A. have also conditionally
agreed to make available a further facility of £3.0 million to enable the
Enlarged Group to make acquisitions in the future.
Following Completion, the pro forma net borrowings of the Enlarged Group would
amount to approximately £20.1 million which would represent gearing of 53.5
per cent. on the pro forma net assets of the Enlarged Group of £37.6 million,
including goodwill. Were intangible assets to be excluded, the Enlarged Group
would have pro forma net liabilities of £16.0 million.
8. Business of the Fire Group
The Fire Group operates in Europe, through Nu-Swift and Ansul. Nu-Swift is
based in the UK and also has subsidiaries operating in Belgium, Holland and
Switzerland. Ansul has its head office in Belgium and also has subsidiaries
in Holland, Austria and Switzerland.
The Fire Group primarily manufactures, sells, rents and services portable fire
extinguishers to and on behalf of end users, although other fire and safety
related products including fire alarms, dry risers and safety signs are also
sold. The Fire Group's businesses address legislative requirements relating
to the installation and servicing of fire extinguishers in certain premises.
Currently legislation varies throughout Europe as to which type of premises
require fire extinguishers and how often they are serviced. For instance, in
Switzerland both domestic and commercial premises require fire extinguishers,
but they are only required to be serviced once every three years; whereas in
the UK only commercial premises are required to have fire extinguishers, which
must be serviced annually.
The Fire Group produces a range of extinguishers under four principal brands.
Nu-Swift Group sells the Premier and Harland ranges. The Ansul Group trades
as Ansul in Belgium and Holland and Total in Austria and Switzerland. The
Ansul Group produces the Master and Turex range of fire extinguishers. In
addition to its own products, the Fire Group also sells other manufacturers'
products, largely as a result of the product ranges offered by companies
acquired by the Fire Group. The Fire Group intends to manufacture its own
extinguishers partially to replace these products in 2000.
9. Financial Information
The audited consolidated internal reporting packs for Ansul Holdings S.A. for
year ended 31 December 1998 showed that the Ansul Group recorded a profit on
ordinary activities before taxation of BEF 129.6 million (£2.2 million) on a
turnover of BEF 1,023.4 million (£17.0 million). For the eight months ended
31 August 1999, the Ansul Group recorded a profit on ordinary activities
before taxation of BEF 115.2 million (£1.9 million) on turnover of BEF 655.2
million (£10.9 million).
The audited consolidated accounts of the Nu-Swift Group for the year ended 31
December 1998 showed that the Nu-Swift Group recorded a profit on ordinary
activities before interest and treasury of £1.9 million and a profit on
ordinary activities before taxation of £3.0 million, on a turnover of £19.7
million. For the eight months ended 31 August 1999 the Nu-Swift Group
recorded a profit on ordinary activities before interest and treasury of £1.4
million and a profit on ordinary activities before taxation of £1.0 million,
on a turnover of £13.6 million.
The figures above include certain costs and income which are not expected to
recur following Completion. Further, the Ansul Group and the Nu-Swift Group
have borne certain property and other costs, including the cost of the
Proposed Directors and Jean-Jacques Murray (a Director). These costs have
either been incurred directly by the Ansul Group and the Nu-Swift Group or
have been recharged by EFPH to them. Under an agreement between the Company
and EFPH these costs will be restricted to a maximum of £900,000 for the year
ending 31 December 2000 (adjusted thereafter in line with the Retail Price
Index). The actual level of these property and other costs borne by the Fire
Group in the year ended 31 December 1998 and the eight months ended 31 August
1999 amounted to £2.1 million and £1.3 million respectively. Further details
of these and other adjustments are set out in the circular being posted to
shareholders today.
10. Net Assets
The consolidated net assets of the Ansul Group as at 31 August 1999 amounted
to BEF 372.3 million (£6.1 million). The consolidated net assets of the
Nu-Swift Group at 31 August 1999 amounted to £16.6 million. However, as noted
above, Nu-Swift has declared a dividend of £8.6 million which will be paid to
EFPH prior to Completion, which will reduce the Nu-Swift Group's net assets.
Following the Proposals, the Enlarged Group would have pro forma net assets of
£37.6 million, including intangible assets.
11. Directors and key employees
Following Completion, the Company will pursue the development of the Fire
Group's business and Michael Evans, Keith Watson, Andre Chudnoff and Matthew
Roberts have agreed to resign from the Board on Completion. Michael Evans is
also company secretary of Nu-Swift and a director of its operating
subsidiaries and he will remain in those posts following completion of the
Proposals.
After Completion, the board of directors of the Company will comprise the
following:
Jacques Gaston Murray, aged 79, Chairman.
Jean-Jacques Murray, aged 32, Executive Director.
Jean-Christophe Pillois, aged 43, Finance Director.
Emmanuel Sebag, aged 31, Executive Director.
Henry Shouler, aged 61, independent non-executive Director.
Michael Gailer, aged 64, independent non-executive Director.
12. Proposed future buy-back of Ordinary Shares
As at 7 December 1999 the Company had 2,272 Shareholders, of whom 1,534 own
less than 20 Ordinary Shares. Were these Shareholders to sell their Ordinary
Shares, it would be likely that the dealing costs would exceed the sales
proceeds. The costs of distributing the interim and final results of the
Company and also the annual dividend to all Shareholders are excessive for a
small company.
For these reasons, the Company and EFPH have agreed, pursuant to the
Relationship Agreement, that arrangements will be made, in time for the Annual
General Meeting to be held in 2000 (but in any case by no later than 30 June
2000), for the Company to offer to purchase up to 250 Ordinary Shares from
each Shareholder at a price of no less than 258p per Ordinary Share
(representing the estimated net asset value per Ordinary Share as at 31
December 1999 after the Property Revaluation but before effecting the
Proposals). EFPH has undertaken that it, and/or parties connected with it,
will vote in favour or the relevant resolutions(s) that will require the
approval of Shareholders at the relevant general meeting which is required to
approve the buy-back.
Full details of this proposed buy-back by the Company will be circulated to
Shareholders at the appropriate time.
13. EGM
In view of the size of the Acquisition, which represents a reverse takeover,
Shareholders' approval of the Proposals is required. A circular setting out
details of the Proposals and convening an EGM for the purpose of considering
the Proposals is being sent to Shareholders today.
14. Conclusion
The Independent Directors, who have been so advised by KPMG Corporate Finance,
consider that the terms of the Proposals are fair and reasonable so far as the
Shareholders are concerned. In providing financial advice in relation to the
terms of the Proposals, KPMG Corporate has taken into account the Independent
Directors' commercial assessment of the Proposals.
15. Contacts
London Securities Plc
Michael Evans
01422 372852
KPMG Corporate Finance
Andrew Kitchingman
0113 231 3000
KPMG Corporate Finance, a division of KPMG which is authorised to carry on
investment business by the Institute of Chartered Accountants in England &
Wales, is acting exclusively for London as financial adviser and Nominated
Adviser to London. KPMG Corporate Finance will not be responsible to any
other person for providing the protections afforded to clients of KPMG
Corporate Finance or for providing advice in relation to the Proposals or in
relation to the contents of this announcement or any transaction or
arrangement referred to in this announcement.
Appendix
Definitions
The following definitions apply in this announcement unless the context
otherwise requires:
'Acquisition'
the proposed acquisition by the Company of Ansul pursuant to the terms of the
Acquisition Agreement
'Admission'
the re-admission of the existing Ordinary Shares and the admission of the
Consideration Shares to trading on AIM
'AIM'
the Alternative Investment Market on the London Stock Exchange
'Ansul'
Ansul S.A., a wholly owned subsidiary of EFPH
'Ansul Group'
Ansul and its subsidiaries, excluding the Nu-Swift Group
'Board' or 'Directors'
the directors of London at the date of this document
'Cash Consideration'
the sum of £23.9 million to be paid to EFPH in partial satisfaction of the
consideration for the Acquisition
'Completion'
completion of the Property Disposals of the Acquisition Agreement
'Consideration Shares'
the 9,496,124 new Ordinary Shares to be allotted and issued by the Company to
EFPH in partial satisfaction of the consideration for the Acquisition
'EFPH'
European Fire Protection Holding B.V., a company registered in the Netherlands
of which Mr J G Murray is ultimately the sole beneficial owner
'EFS Property'
EFS Property Holdings Limited, an indirect wholly owned subsidiary of EFPH
'EGM' or 'Extraordinary General Meeting'
the extraordinary general meeting of the Company to be held on 29 December
1999
'Enlarged Group'
after Completion, the Group (excluding the Property Companies) and the Fire
Group
'Fire Group'
together the Nu-Swift Group and the Ansul Group
'Group'
London and its subsidiaries prior to Completion
'Independent Directors'
Henry Shouler, Michael Gailer, Matthew Roberts and Keith Watson and, where the
context permits, the independent committee of directors which they compromise
'London' or 'Company'
London Securities Plc
'Nu-Swift'
Nu-Swift Limited, which prior to completion of the Reorganisation Agreements
is a wholly owned subsidiary of EFPH
'Nu-Swift Group'
Nu-Swift and its subsidiaries
'Ordinary Shares'
ordinary shares of 10p each in London
'Property Companies'
Evenprofit Limited, Majorcredit Limited, Nu-Swift Finchley Limited, Nu-Swift
Sovereign Limited, Nu-Swift Glenthorn Limited and Nu-Swift Chalfont Limited,
all wholly owned subsidiaries of London
'Property Disposals'
the proposed disposal of the Property Companies to EFS Property pursuant to
the Property Companies Sale Agreement
'Property Revaluation'
the revaluation of the Investment Properties by Knight Frank dated 7 December
1999
'Proposals'
the Acquisition and the Property Disposals
'Relationship Agreement'
the agreement to be entered into on Completion between, among others, London
and EFPH
'Reorganisation'
the proposed acquisition of Nu-Swift by Ansul pursuant to the terms of the
Reorganisation Agreements
'Reorganisation Agreements'
the conditional agreements between Ansul and EFPH in respect of the
Reorganisation
'Shareholders'
holders of Ordinary Shares