Yorkshire Group PLC
03 February 2004
EMBARGOED UNTIL 7.00 AM
3 February 2004
YORKSHIRE GROUP PLC ('YORKSHIRE' OR THE 'COMPANY')
PROPOSED DISPOSAL OF PART OF YORKSHIRE AMERICAS, INC., NEW BANKING
FACILITIES AND BOARD CHANGES
The Board of Yorkshire announces that it has entered into an agreement (the
'Sale Agreement') to dispose of part of the textile dyes business operated by
Yorkshire Americas, Inc. ('Yorkshire Americas') to DyStar L.P. ('DyStar') for a
total cash consideration of US$8.75 million (the 'Proposed Disposal'). The
Proposed Disposal is conditional amongst other things on the approval of
The Board of Yorkshire also announces that it has reached agreement on the terms
of revised credit facilities (the 'Proposed Banking Facilities') with its
principal lenders, conditional amongst other things on completion of the
Proposed Disposal ('Completion').
• Agreement reached on sale of part of Yorkshire Americas' textile dyes
business to DyStar for US$8.75 million subject to shareholder approval.
Residual assets including property and working capital to be liquidated in due
• Revised credit facilities agreed with bank lenders to provide
facilities until 31 December 2006.
• Borrowing powers agreed at 2003 AGM to be extended for further period.
• Pat Barrett to step down as Chairman of Yorkshire.
• Andrew Dick to become interim chairman pending Yorkshire's next AGM.
• Peter Gyllenhammar to join Board as non-executive director.
Pat Barrett, Chairman of Yorkshire, said:
'After a very difficult period for the Group, I am pleased that the Board is
able to announce the sale of the dyes distribution activities in the Americas
and the agreement of revised credit facilities. These facilities provide a
framework in which the Board's planned operational restructuring can take place.
An important step has been taken in rebuilding the future of Yorkshire Group.
However, given the radically reduced scale of the Group, I have decided to
resign as Chairman following the EGM. I am grateful to Andrew Dick for taking on
the role on an interim basis and encouraged at the enthusiasm Peter Gyllenhammar
has shown in supporting the Company'
Information on Yorkshire Americas and its textile dyes business
In the year ended 31 December 2002 Yorkshire Americas achieved a small operating
profit of £0.9 million before exceptional items. High operational gearing meant
that its gross profit of £14.0 million in 2002 on turnover of £48.5 million was
almost completely absorbed by overheads and other costs. The trading position of
Yorkshire Americas deteriorated during 2003, to the point that it incurred an
operating loss of £0.3 million before exceptional items in the six months ended
30 June 2003, and in the Board's opinion shows no realistic prospect of
recovering. The textile dyes business operated by Yorkshire Americas (the
'Americas Dyes Business') generated a gross profit of £11.1 million in the year
ended 31 December 2002 on turnover of £42.1 million. As at 30 June 2003 the book
value of the net assets of the Americas Dyes Business stood at £24.1 million of
which the net assets the subject of the transaction stood at £7.7 million.
The Proposed Disposal
Under the terms of the Sale Agreement, DyStar would take over the marketing and
distribution activities of the Americas Dyes Business and would acquire most of
its finished goods inventory, together with outstanding sales orders and certain
other contracts, its customer lists, certain laboratory equipment and certain
specified intellectual property.
The Proposed Disposal does not include the manufacturing facilities of the
Americas Dyes Business. Accordingly, a supply agreement (the 'Supply Agreement')
is to be entered into under which Yorkshire Americas, and to a lesser degree
Yorkshire's European division, will manufacture products for DyStar, allowing
Yorkshire to achieve a phased withdrawal from dyestuff manufacturing in the
Americas while DyStar seeks alternative sources of manufacture. This phased
withdrawal should allow Yorkshire Americas to generate increased value from the
wind up of the remaining parts of the Americas Dyes Business, although the Board
anticipates that losses will arise over the course of the Supply Agreement and
further costs will be incurred in winding up the remaining business.
The Proposed Disposal is expected to generate net cash proceeds of approximately
US$7.99 million on Completion (net of deal costs of US$0.76 million). Of the net
proceeds, US$3.4 million will be used to repay bank borrowings, US$3.75 million
will be placed in an escrow account as described below and the balance of
approximately US$0.84 million will be retained by Yorkshire and its subsidiaries
(the 'Group') for working capital purposes. The escrow account will provide a
source of funds principally for indemnification claims under the Sale Agreement
and Supply Agreement. In addition, Yorkshire and Yorkshire Americas must cause a
further US$0.4 million to be placed into the escrow account within 40 days of
Completion, solely to satisfy indemnification claims in respect of Yorkshire
Brazil. Before accounting for settlement of valid indemnification claims, the
escrow agreement provides that approximately US$1.56 million is released after 9
months, a further US$1 million after 18 months and the balance 24 months after
Completion. With the exception of any sums released 9 months after Completion,
amounts received by Yorkshire under the terms of the escrow agreement must be
applied in prepayment of the Proposed Banking Facilities. The Proposed Disposal
is expected to release working capital allowing a further US$1.6 million of bank
borrowings to be repaid within three months of Completion.
The Company's current credit facilities were last revised in April 2003. The
Proposed Banking Facilities, which are conditional amongst other things on
Completion, will provide committed credit facilities for the Group until at
least 31 December 2006, subject to no event of default occurring, thereby
providing a more stable financial platform from which to continue the
operational restructuring that is currently being pursued by the Board.
The Proposed Banking Facilities, which will amount to approximately £39.1
million, will be adequate for the Group only if its trading performance is in
line with the Board's current expectations. There is limited margin for adverse
developments and the Board will therefore seek to improve the Group's working
capital position following Completion. In particular, the Board has sought, and
will continue to seek, to develop initiatives targeted at both enhancing sales
and further reducing the Group's cost base.
The resolution to approve the Proposed Disposal (the 'Resolution') will also
seek approval for an extension of the borrowing powers of the Directors granted
at the Company's annual general meeting on 17 June 2003. The modification
allowed borrowings up to a maximum equal to the greater of twice share capital
and reserves and £50 million. It is now proposed that this modification, which
is currently due to expire at the Company's 2004 annual general meeting, be
extended until 30 June 2008.
As announced in Yorkshire's 2003 interim results, trading conditions have
continued to be very difficult with relative stabilisation in Europe more than
offset by adverse conditions in America and Asia.
In the six months ended 30 June 2003, Yorkshire's European division succeeded in
reducing its pre-exceptional operating loss to £3.1 million from a
pre-exceptional operating loss of £5.5 million in the corresponding period in
2002. The Board is pleased to confirm that the stabilisation of trading in
Europe has continued since 30 June 2003. Yorkshire Americas, in contrast,
incurred a pre-exceptional operating loss of £0.3 million for the first half of
2003, compared to an operating profit of £1.5 million in the first half of 2002.
As forecast in the announcement of Yorkshire's 2003 interim results, the
difficult economic conditions experienced in the US textile sector continued in
the second half of 2003. Yorkshire's Asia Pacific division showed a £1.0 million
pre-exceptional operating loss in the first half of 2003, against a
pre-exceptional operating profit of £0.1 million for the first half of 2002.
Following completion of the Proposed Disposal, Europe will become Yorkshire's
core market, with Asia Pacific representing an additional source of revenue. The
Board is cautiously optimistic that the ongoing operational restructuring in
Yorkshire's European division, coupled with the net cash proceeds arising on
Completion and the Proposed Banking Facilities, will allow Yorkshire to return
to profitability at the operating level in the medium term.
The Board anticipates that turnover for the Group will continue to decline in
2004, although the extent of the decline is anticipated to be lower than in 2002
and 2003 as a result of the management actions which are being taken to focus on
growing the Group's market share in certain segments. Furthermore, in view of
action taken by the Company to reduce the Group's cost base, the trend of
profitability stabilisation seen in 2003 in Yorkshire's European division is
expected to continue.
Discussions with Mr Gyllenhammar
Although the Group has negotiated the Proposed Banking Facilities, the debt
burden of the Company will remain substantial and there may be merit in reducing
it through some form of equity injection. Mr Peter Gyllenhammar, the Company's
largest individual shareholder, has approached the Board and indicated that he
is prepared to consider supporting an injection of additional cash by
shareholders provided that suitable support from other stakeholders is
available. Following completion of the Proposed Disposal and in the light of
trading in the first half of 2004, the Board will investigate the terms on which
an injection of equity capital may be possible.
Given the substantial change in the shape of the Group, Pat Barrett intends to
resign as Chairman of Yorkshire immediately following the conclusion of the
Extraordinary General Meeting. Andrew Dick has agreed to become interim chairman
for the time being but it is intended that a permanent chairman be appointed by
the time of the Company's next annual general meeting. It has also been agreed
that Mr Peter Gyllenhammar will join the Board as a non-executive director
following the Extraordinary General Meeting, subject to shareholders' approval
of the Resolution. Mr Gyllenhammer will not enter into service contract but will
receive an appointment letter. No terms for his appointment have been agreed at
the date of this announcement.
A circular will be posted to shareholders shortly containing information on the
Proposed Disposal and the terms of the Proposed Banking Facilities and giving
notice of the Extraordinary General Meeting for shareholders to consider the
Yorkshire Group Tel: 0113 244 3111
Andrew Dick (Chief Executive)
Jim Perrie (Chief Financial Officer)
Malcolm Shilton (Company Secretary)
Hawkpoint Partners Limited Tel: 020 7665 4500
Hogarth Partnership Limited Tel: 020 7357 9477
This information is provided by RNS
The company news service from the London Stock Exchange