Information  X 
Enter a valid email address

Universal Salvage (UVS)

  Print      Mail a friend       Annual reports

Friday 20 April, 2007

Universal Salvage

Posting of Scheme Document

Universal Salvage PLC
20 April 2007


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO OR
FROM ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.


                              Universal Salvage plc

         Recommended Cash Offer by Copart, Inc for Universal Salvage plc

                Posting of the Scheme Document and profit forecast

Posting

On 5 April 2007 the boards of Copart, Inc ('Copart') and Universal Salvage plc
('Universal Salvage') announced that they had reached agreement on the terms of
a recommended cash offer by Copart (UK) Limited ('Copart (UK)'), a wholly-owned
subsidiary of Copart, to acquire the entire issued and to be issued share
capital of Universal Salvage. The Offer is to be effected by means of a scheme
of arrangement under section 425 of the Companies Act.

The Board of Universal Salvage is pleased to announce that the Scheme Document
which sets out, amongst other things, the full terms and conditions of the
Scheme, an explanatory statement (pursuant to section 426 of the Companies Act
1985), and details of the action to be taken by Universal Salvage Shareholders,
is being posted to Universal Salvage Shareholders today.

The Court Meeting and the Extraordinary General Meeting of Universal Salvage
Shareholders to approve the Scheme will be held on Monday 21 May 2007, and it is
expected that the Scheme will become effective on Friday 15 June 2007.

Copies of the Scheme Document will also be submitted to the UK Listing Authority
and will shortly be available for inspection at the UK Listing Authority's
document viewing facility at The Financial Services Authority, 25, The North
Colonnade, Canary Wharf, London E14 5HS.

Terms defined in the Scheme Document have the same meaning in this announcement.

Profit forecast

A trading update provided to the market by Universal Salvage on 22 February 2007
contained the following statement:

'Universal Salvage plc ('Universal'), the vehicle salvage and auction services
group, is pleased to report that trading since Christmas has exceeded
expectations, with both pricing at auctions and scrap pricing remaining firm. As
a result, the Directors expect that the profit before tax for the year to 28
April 2007 will be slightly above the upper end of the range of market
expectations.'

The above statement represents a profit forecast for the purposes of the City
Code. At that time, the Directors understood market expectations of Universal
Salvage's profit before tax for the 52 weeks ending 28 April 2007 to be in the
range £2.0 million to £2.4 million, based on equity research published by
several brokers covering Universal Salvage.

The Directors have considered this statement and also the current brokers'
forecasts for Universal Salvage's profit before tax for the 52 weeks ending 28
April 2007, which they understand to be in the range of £2.5 million to £2.7
million. The Directors believe that Universal Salvage will achieve profit before
tax for the 52 weeks ending 28 April 2007 of not less than £2.7 million, not
taking into account any costs relating to the Offer.

Basis of preparation and principal assumptions

The profit forecast is based on Universal Salvage Group's unaudited interim
financial results for the 26 weeks ended 28 October 2006, the unaudited
management accounts for the 21 weeks ended 24 March 2007, and a forecast for the
5 weeks ending 28 April 2007.

The forecast for the 5 weeks ending 28 April 2007 has been prepared using
various items of management information prepared on a weekly basis and includes
a detailed estimate of actual gross margin achieved during the first 2 weeks of
the 5 weeks ending 28 April 2007.

The principal assumptions upon which the profit forecast is based are set out
below:

The assumptions that are within Universal Salvage's control are:

• there will be no acquisitions or disposals by the Universal Salvage Group
  prior to 28 April 2007 which will have a material impact on profit; and

• there will be no material further restructurings announced by the Universal
  Salvage Group prior to 28 April 2007.

The assumptions that are not within Universal Salvage's control are:

•  there will be no deterioration in the auctions market, such that the levels of
   sales prices and gross profit achieved at auction continue in April at levels
   which are consistent with recent experience;

•  there will be no deterioration in the scrap metal prices that will be achieved
   in April;

   there are no material changes envisaged in yard, transport or overhead costs,
   except where such costs vary with volume;

•  vehicle clearance rates by insurance companies continue in April in line with
   current average rates;

•  total costs which are not covered by insurance relating to the heating oil
   leak at the Westbury site remain below £100,000;

•  there will be no business interruptions that materially affect the Universal
   Salvage Group, its key customers or key suppliers; and

•  there will be no fundamental changes in the political and/or economic
   environment or natural disasters that would materially affect the Universal
   Salvage Group.

The Board confirms that the profit forecast has been properly compiled on the
basis of the assumptions stated above and on a basis consistent with the
accounting policies of the Universal Salvage Group which are based on the IFRS
adopted by the European Union and which will be applicable for the 52 weeks
ending 28 April 2007.

Letters relating to the profit forecast

The Directors, who are solely responsible for the profit forecast, have received
the following letters from PricewaterhouseCoopers LLP and Panmure Gordon
relating to the profit forecast.

Letter from PricewaterhouseCoopers LLP relating to the profit forecast

'The Directors
Universal Salvage plc
Acrey Fields
Woburn Rd
Wootton
Bedfordshire
MK43 9EJ

Panmure Gordon (UK) Ltd
155 Moorgate
London
EC2M 6XB

                                                                   20 April 2007

Dear Sirs

                             UNIVERSAL SALVAGE PLC

We report on the profit forecast comprising the statement by Universal Salvage
plc (the 'Company') and its subsidiaries (together the 'Group') for the 52 weeks
ending 28 April 2007 (the 'Profit Forecast'). The Profit Forecast and the
material assumptions upon which it is based, are set out on pages 123 to 124 of
the scheme document issued by the Company dated 20 April 2007 (the 'Scheme
Document').

This report is required by Rule 28.3(b) of the City Code on Takeovers and
Mergers issued by the Panel on Takeovers and Mergers (the 'City Code') and is
given for the purpose of complying with that rule and for no other purpose.

Accordingly, we assume no responsibility in respect of this report to Copart Inc
(the 'Offerer') or any other person connected to, or acting in concert with, the
Offeror or to any other person who is seeking or may in future seek to acquire
control of the Company (an 'Alternative Offeror') or to any other person
connected to or acting in concert with an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of the Company (the 'Directors') to
prepare the Profit Forecast in accordance with the requirements of the City
Code.

It is our responsibility to form an opinion as required by Rule 28.3(b) of the
City Code as to the proper compilation of the Profit Forecast and to report that
opinion to you.

Save for any responsibility under Rule 28.3(b) of the City Code to any person as
and to the extent there provided, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in connection with this report or our statement, required by and
given solely for the purposes of complying with Rule 28.4 of the City Code,
consenting to its inclusion in the Document.

Basis of Preparation of the Profit Forecast

The Profit Forecast has been prepared on the basis stated on page 123 of the
Scheme Document and is based on the unaudited interim financial results for the
26 weeks ended 28 October 2006, the unaudited management accounts for the 21
weeks ended 24 March 2007 and a forecast for the 5 weeks ending 28 April 2007.
The Profit Forecast is required to be presented on a basis consistent with the
accounting policies of the Group.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting
issued by the Auditing Practices Board in the United Kingdom. Our work included
evaluating the basis on which the historical financial information included in
the Profit Forecast has been prepared and considering whether the Profit
Forecast has been accurately computed based upon the disclosed assumptions and
the accounting policies of the Group. Whilst the assumptions upon which the
Profit Forecast are based are solely the responsibility of the Directors, we
considered whether anything came to our attention to indicate that any of the
assumptions adopted by the Directors which, in our opinion, are necessary for a
proper understanding of the Profit Forecast have not been disclosed or if any
material assumption made by the Directors appears to us to be unrealistic.

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Forecast has been properly compiled on the basis
stated.

Since the Profit Forecast and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we can express no
opinion as to whether the actual results reported will correspond to those shown
in the Profit Forecast and differences may be material.

Opinion

In our opinion, the Profit Forecast has been properly compiled on the basis of
the assumptions made by the Directors and the basis of accounting used is
consistent with the accounting policies of the Group.

Yours faithfully

PricewaterhouseCoopers LLP
Chartered Accountants'


Letter from Panmure Gordon relating to the profit forecast


'Panmure Gordon (UK) Limited
155 Moorgate
London
EC2M 6XB

Registered in England under
number 04915201
Authorised and regulated by the
Financial Services Authority

The Directors
Universal Salvage plc
Acrey Fields
Woburn Road
Wootton
Bedfordshire
MK43 9EL

                                                                   20 April 2007

Dear Sirs,

We refer to the profit forecast of profit before tax of Universal Salvage plc
('the 'Company') and its subsidiaries (together the 'Group') for the 52 weeks
ending 28 April 2007 (the 'Profit Forecast'). The Profit Forecast and the
material assumptions upon which it is based, are set out on pages 123 to 124 of
the Scheme Document issued by the Company dated 20 April 2007 (the 'Scheme
Document').

We have discussed the Profit Forecast, together with the bases and assumptions
upon which it is made, with you and with PricewaterhouseCoopers LLP
('PricewaterhouseCoopers'), the Company's auditors.

We have also considered the letter dated 20 April 2007 addressed to you and us
from PricewaterhouseCoopers regarding the accounting policies and calculations
upon which the Profit Forecast is based. We have relied upon the accuracy and
completeness of all the financial and other information discussed with us and
assumed such accuracy and completeness for the purposes of providing this
letter.

This letter is provided in compliance with Rule 28.3 of The City Code on
Takeovers and Mergers and may be included in the Scheme Document solely for the
purposes of that Rule.

On the basis of the foregoing, we considered that the Profit Forecast, for which
you as directors are solely responsible, has been made with due care and
consideration and after due and careful enquiry by the Company.

Yours faithfully

Hugh Morgan
Executive Director

For and on behalf of
Panmure Gordon (UK) Limited'


Enquiries:

Universal Salvage

Avril Palmer-Baunack                     Tel: +44 (0)1234 762283

Panmure Gordon

Hugh Morgan                              Tel: +44 (0)20 459 3600
Rakesh Sharma

Biddicks

Katie Tzouliadis                         Tel: +44 (0)20 448 1000


Panmure Gordon, which is authorised and regulated in the United Kingdom for the
conduct of investment business by the Financial Services Authority, is acting
exclusively for Universal Salvage and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other than
Universal Salvage for providing the protections afforded to clients of Panmure
Gordon nor for providing advice in relation to the matters described in this
announcement.






                      This information is provided by RNS
            The company news service from the London Stock Exchange