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
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