Conditional Offer for Smith E

RNS Number : 3490I

Tanfield Group PLC

10 March 2010

 



10 March 2010

TANFIELD GROUP PLC("Tanfield" or the "Company")

Non-binding, conditional offer for Smith Electric Vehicle division

The board of Tanfield announces that it has received a non-binding, conditional offer from Smith Electric Vehicles US Inc ("SEVUS") for the Company's Smith Electric Vehicle division.

·    Offer for Smith Electric Vehicle Division Assets

·    £37.0 million in cash (equivalent to 50p per existing Tanfield Share in issue)

·    An additional £33.3 million contingent credit to the benefit of Tanfield in any SEVUS IPO offering prior to September 2015 (equivalent to up to 45p per existing Tanfield Share in issue)

·    Tax efficient method being sought to maximise return to shareholders

·    Four month period of exclusivity granted

·    Offer conditional inter-alia on SEVUS financing

There can be no assurance that an agreement can be reached on these terms, or at all, or that SEVUS will be able to complete the financing required.

The board of Tanfield announces that it has received a non-binding, conditional offer from SEVUS to acquire the assets of its Smith Electric Vehicle division, specifically: 

(a)        The entities comprising the Smith Electric Vehicle Division;

(b)        The 49% shareholding in SEVUS owned by Tanfield; and

(c)        The License Agreement by and between Tanfield and SEVUS, and the intellectual property necessary for the operation of the Smith Electric Vehicle Division on a global unrestricted basis.

Any sale would be conditional inter-alia upon negotiation of sale and purchase documentation, a financing by SEVUS, all usual shareholder approvals (including the approval of Tanfield shareholders) and due diligence.

In consideration of the sale of the Smith Electric Vehicle Division and associated assets, Tanfield would receive:

(a)        £37.0 million in cash (equivalent to 50p per existing Tanfield Share in issue); and

(b)         An additional £33.3 million contingent credit in SEVUS shares on an IPO of SEVUS prior to September 30^th 2015 at the IPO price.

The board of Tanfield has granted SEVUS a four month period of exclusivity for the clarification and negotiation of this offer.

The board is examining tax efficient methods that would return as much of the cash/value to shareholders as possible.

The Company expects to issue its results for the year ended 31^st December 2009 during the month of April. As reported on 30^th September 2009, in the interim results for the half year ended 30^th June 2009, the Company made a loss of £11m to that date, furthermore it indicated that no improvement in trading conditions was expected in the second half of 2009 and that the second half of the year would be similar to the first.  The Company expects to report net cash at 31 December 2009 of around £5 million.

A further announcement will be made in due course.

Further information

Tanfield Group plc                                                                                   0845 155 7755

Darren Kell / Charles Brooks

Arbuthnot Securities Limited (NOMAD and Broker)                           020 7012 2000

James Steel / Andrew Fairclough

 

END

 

 

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