22 August 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
RSM Tenon Group PLC
Appointment of Joint Administrators, sale of operating companies and suspension of shares
RSM Tenon Group plc ("the Company") announced on 25 July 2013 that it was in discussions with Baker Tilly UK Holdings Limited ("Baker Tilly") which may or may not lead to an offer being made for the entire issued share capital of the Company. The Company confirms that it is no longer in discussions with Baker Tilly regarding a possible offer for the issued share capital of the Company and that it is no longer in an offer period.
Lloyds Banking Group plc ("Lloyds") informed the Company this morning that, should the Company, as expected, be in breach of its banking covenants, it would not be willing to grant a covenant waiver. Consequently, and in the absence of any other available facilities, the Company does not expect to continue to be able to meet its liabilities as they fall due. The Board of the Company therefore concluded that, in such circumstances, the appointment of administrators was the most appropriate course of action. Three insolvency practitioners at Deloitte LLP were therefore appointed as Joint Administrators to RSM Tenon Group Plc this morning. RSM Tenon Limited and the other principal trading entities continue to trade as normal and are not affected by this.
Immediately following their appointment, the Joint Administrators agreed a sale of the Company's trading entities to Baker Tilly. The sale is expected to complete within two weeks, following regulatory and shareholder approval.
The Company announced on 16 August 2013 that it was likely that, as a consequence of the Company's high debt level, if an offer was made by Baker Tilly, minimal value, if any, would be attributed to the issued share capital of the Company. The sale agreed by the Joint Administrators will realise no value for the ordinary shares of the Company. At 31 December 2012, the Company had net borrowings of £80.4 million. The terms of the sale agreement mean that Lloyds will not recover its secured debt in full.
As stated above, the trading entities of the Company have not entered into insolvency proceedings and will continue to trade as normal. As a result no employees, clients or suppliers (other than Lloyds) are expected to be materially affected.
The Company's ordinary shares have been suspended from trading with immediate effect. It is expected that, the Joint Administrators, on behalf of the Company, will request the UK Listing Authority to cancel the Company's ordinary shares of 1p each from admission to the Official List of the UK Listing Authority.
A copy of the announcement made by the Joint Administrators is set out below.
+44 (0)20 7457 2020
About RSM Tenon
RSM Tenon (LSE: TNO) is the 7th largest accountancy and business advisory firm in the UK, employing circa 2,500 people across 38 offices. RSM Tenon is an independent member of RSM Tenon International, the 7th largest network of independent accounting and consulting firms worldwide with more than 700 offices across more than 100 countries.
For more information visit www.rsmtenon.com
22 August 2013
Deloitte appointed Administrator of RSM Tenon Group plc and Premier Strategies Limited
Matt Smith, Nick Edwards and Clare Boardman of Deloitte, the business advisory firm, have today been appointed Joint Administrators to RSM Tenon Group plc, a leading accounting and advisory business.
The trading entities of the RSM Tenon group have not entered insolvency proceedings and will continue to operate as usual. Under a proposed sale of the trading entities of the group to Baker Tilly, subject to certain approvals, no job losses are expected. The group operates out of 35 offices and employs c2,300 staff.
Matt Smith, Joint Administrator and restructuring services partner at Deloitte, commented: "RSM Tenon is a well-known accounting and advisory business serving a wide variety of businesses.
"Immediately following our appointment, a sale of RSM Tenon Group plc's trading subsidiaries to Baker Tilly was agreed and is expected to complete within two weeks, following regulatory and internal approval at Baker Tilly, which we are advised is a formality.
"We believe the proposed sale to Baker Tilly represents the best outcome for the RSM Tenon group. The management of the group have stabilised the business, returning it to profitability over the past 18 months and making this transaction possible to secure its future.
"In the meantime we are working closely with the directors of the trading entities and their management and staff to continue to support the business until the sale is completed. We appreciate the cooperation and support from the staff, customers, suppliers and landlords during this period.
"Trading in RSM Tenon Group plc's shares on the London Stock Exchange has been suspended in light of our appointment."
Matt Smith, Nick Edwards and Clare Boardman of Deloitte have also been appointed Joint Administrators of Premier Strategies Limited, a subsidiary entity which historically provided tax advice, but ceased selling new business in March 2012.
RSM Tenon Limited, RSM Tenon Investment Solutions Limited, RSM Tenon Financial Management Limited, RSM Corporate Transactions Limited, RSM Tenon Corporate Finance Limited and certain non-trading subsidiary companies remain outside of any insolvency process and are included in the agreed sale to Baker Tilly.