Disposal of Roof Truss

RNS Number : 3144H

Northern Bear Plc

26 May 2011

 



26 May 2011

Northern Bear PLC

("Northern Bear" or the "Group")

Disposal of The Roof Truss Company (Northern) Limited

The Board of Directors of Northern Bear (the "Board") announces that the Group has today entered into an agreement to dispose of, with immediate effect, its entire interest in one of its operating subsidiaries, The Roof Truss Company (Northern) Limited ("Roof Truss"), to Kevin Gray, the current Managing Director and a former proprietor of Roof Truss (the "Disposal").

Disposal of Roof Truss

The Disposal follows a review by the Board of the operating performance of Roof Truss, as part of a wider review of the Group's operations. The total consideration payable by Mr Gray of £865,744 in respect of the Disposal is to be satisfied as follows:

-     £525,000 payable in cash on completion of the Disposal ("Completion");

-     £114,077, payable in cash within 1 business day of Completion; and

-     £226,667, payable on deferred terms over 10 years and in equal bi-annual instalments from the date of Completion.

Roof Truss designs, manufactures and fits trussed rafters for all types of houses across the North East of England. As at 31 March 2011, Roof Truss had unaudited net assets of £463,000 and made an unaudited profit before tax of £24,000 for the year ended 31 March 2011. The net assets subject to the transaction are £1,025,000, as the Group is retaining ownership of an inter company creditor balance of £343,000 and an overdraft of £219,000.

The Board considers Roof Truss's operations to be non-core to the remainder of the Group and intends to apply the net proceeds to the development of the Group's core support services businesses. The Board believes that the Disposal is in the best interest of shareholders and leaves Northern Bear better placed to make operational improvements to its core businesses going forwards.

PDMR Dealing

Mr Gray has today sold 615,548 ordinary shares of £0.01 each in the capital of Northern Bear ("Ordinary Shares") representing approximately 3.2 per cent. of Northern Bear's issued share capital. Following this disposal, Mr Gray is no longer interested in any Ordinary Shares.

Share Buyback

The Group has today acquired, in the market, 615,548 Ordinary Shares at a price of 11.25 pence per share (the "Buyback"). These shares are to be held in treasury to satisfy future staff remuneration, or for potential re-issue or cancellation by the Group.

Related Party Transaction

The Disposal is classified as a related party transaction in accordance with the AIM Rules for Companies. Accordingly, the Board, having consulted with Strand Hanson Limited, consider that the terms of the transaction described above are fair and reasonable insofar as the Group's shareholders are concerned. In providing its advice, Strand Hanson has taken into account the Board's commercial assessments.

Total Voting Rights

Following the Buyback, Northern Bear will hold 615,548 of its issued Ordinary Shares in treasury (and will have 17,803,726 Ordinary Shares trading on AIM). In total, the Group will have 18,419,274 Ordinary Shares in issue.

The above figure of 17,803,726 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in Northern Bear under the FSA's Disclosure and Transparency Rules

**ENDS**

For further information contact:

Northern Bear Plc

Graham Forrest - Chief Executive Officer                     [phone]

Strand Hanson Ltd

James Harris / James Spinney / Rory Chichester          [phone]

Seymour Pierce Ltd

David Banks / Paul Jewell / Katie Ratner                      [phone]

 

END

 

 

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