Acquisition/Placing/AGM Stmt
Cranswick PLC
30 July 2001
Cranswick plc ('Cranswick', the 'Company' or the 'Group')
Acquisition of Continental Fine Foods Limited for £11.7 million
AGM Trading update statement
Placing for cash of up to 950,820 ordinary shares
Not for release, publication or distribution in or into Australia, Canada,
Japan or The United States
30 July 2001
Acquisition of Continental Fine Foods Limited for £11.7 million
Cranswick is pleased to announce that it has today completed the acquisition
of Continental Fine Foods, one of the leading suppliers of continental meats
and other delicatessen products to the UK retail sector. The product range
includes salamis, parma ham, pepperoni, pate, corned beef and pasta.
Continental Fine Foods is based at Trafford Park in Manchester in new,
custom-built premises, incorporating a slicing facility, which offer the
opportunity for further expansion. The product range of Cranswick includes an
extensive range of high quality hams and sausages for the delicatessen market
which complements perfectly that of Continental Fine Foods.
The initial consideration for the acquisition is subject to the level of
profit before taxation in the year to 31 July 2001 and the value of net assets
at that date. Subject to profit (adjusted for non-recurring management
remuneration) being a minimum of £3.113m and net assets a minimum of £2.64m
then the initial consideration will be £11.7m. Deferred consideration of £3.41
per £1.00 of profit before taxation in excess of £3.113m for the year to 31
July 2002 will be payable. The maximum deferred consideration is £3.5m subject
to achieving profit before tax of £4.1m in the year to 31 July 2002.
The initial consideration will comprise 65,980 ordinary shares in Cranswick
and the balance in guaranteed loan notes. The amount of any deferred
consideration will be payable in guaranteed loan notes.
The management of Continental Fine Foods have entered into service agreements
with Cranswick. Founder, Brian Bennett, has entered into a 12 month agreement
and the operational management team of Rollo Thompson, managing director; Gary
Johnstone, sales director and Bob Swithenbank, operations director have
entered into service agreements each for a period of 38 months.
Turnover of Continental Fine Foods has risen annually from £8.0m for the year
to 31 July 1998 to a forecast £27.7m for the year to 31 July 2001. Over this
period adjusted profit before tax has increased annually from £0.5m in 1998 to
a forecast £3.1m for 2001.
Chief Executive of Cranswick, Martin Davey comments 'We welcome Brian, Rollo
and colleagues to Cranswick in what is an exciting development for both
Cranswick and Continental Fine Foods. Continental Fine Foods, which matches
Cranswick's typical acquisition profile, has an excellent record built around
quality, service and new product development which will continue to drive the
business forward. The acquisition will be immediately earnings enhancing and
continues our development strategy of acquisitions and organic growth within
our existing areas of activity.'
AGM trading update statement
Jim Bloom, Chairman of Cranswick plc, will make the following statement to
shareholders at today's AGM:
'The board embarked on a strategy in 1988 to broaden the base of the Company's
activities so as to minimise the impact on the Company of fluctuations in
agricultural commodity prices and to seek opportunities to develop into areas
offering greater scope to add value to our processes. Development has been by
way of organic growth and acquisitions. We are determined to continue
Cranswick's successful development and the uninterrupted growth in profits
which has been a feature of the business since implementing the strategy.
The last financial year was particularly successful:
Profit before taxation and goodwill amortisation rose 26 per cent to £11.7
million, the highest yet achieved.
Adjusted earnings per share increased 12 per cent to a record 43.7 pence.
Interest cover was a healthy 21 times.
The dividend was raised 11 per cent to 16 pence per share.
These excellent results are a tribute to all at Cranswick.
The current year has started well with profits in the first quarter ahead of
last year with a particularly strong performance from the food manufacturing
activities. On 30 June we purchased the remaining minority interest in
Cranswick Gourmet Sausage Company. The outlook for the full year remains in
line with management's expectations.
Foot and mouth disease outbreaks continue to feature in the UK although East
Yorkshire remains foot and mouth free. The small number of fresh outbreaks
which are being recorded elsewhere in the UK appear to fit with the 'long
tail' of the typical graphic representation of the impact of the virus.'
Placing for cash of up to 950,820 ordinary shares
Cranswick plc also announces a placing of up to 950,820 new ordinary shares of
10p each (the 'Placing Shares') in Cranswick for cash (the 'Placing'),
representing five per cent of the Company's issued share capital, through an
accelerated bookbuilding to be managed by HSBC Investment Bank plc ('HSBC').
The Placing Shares are being placed by HSBC as agent for the Group. The
Placing is conditional on the matters described in the appendix to this
announcement. Application will be made to the UK Listing Authority for the
admission of the Placing Shares and the vendor consideration shares to the
Official List and to the London Stock Exchange for admission to trading on the
London Stock Exchange. It is expected that admission will take place and
dealings will commence on Friday, 3 August 2001.
The Placing Shares will be fully paid and will rank pari passu in all respects
with the existing issued ordinary shares of 10p each in the capital of
Cranswick. For the avoidance of doubt this excludes the final dividend of 12p
announced on 23 May 2001 and payable on 7 September 2001 to shareholders on
the register on 27 July 2001.
If you choose to participate in the Placing by making an oral and legally
binding offer to acquire Placing Shares you will be deemed to have read and
understood this announcement in its entirety and to be making such offer on
the terms and conditions contained herein and to be providing the
representations, warranties and acknowledgements contained in this
announcement.
The Placing Shares may not be offered or sold in the United States of America
or to or for the account of any US Person (as defined in Regulation S under
the United States Securities Act of 1933 (the 'Securities Act')) absent
registration under the Securities Act or an exemption from such registration.
Cranswick does not intend to register the Placing Shares under the Securities
Act. This announcement is not an offer to sell, or a solicitation of an offer
to buy, any Cranswick ordinary shares. HSBC is acting for Cranswick in
connection with the Placing and no-one else and will not be responsible to any
other person for providing the protections afforded to customers of HSBC or
for providing advice in connection with the Placing. The Placing Shares are
being offered to institutional investors outside of the United States of
America in reliance on Regulation S under the Securities Act.
The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions is restricted by law. This announcement may
not be used for, or in connection with, and does not constitute, any offer to,
or solicitation by, anyone in any jurisdiction in which it is unlawful to make
such an offer or solicitation.
Enquiries:
Cranswick Tel: 01377 270 649
Martin Davey, Chief Executive
John Lindop, Finance Director
HSBC Tel: 020 7336 9000
John Hannaford
David Benda
City Road Communications Tel: 020 7334 0243
Allan Noel-Baker
APPENDIX: IMPORTANT INFORMATION ON THE PLACING
Members of the public are not eligible to take part in the Placing. If you
choose to participate in the Placing by making an oral offer to acquire
Placing Shares you will be deemed to have read and understood this
announcement in its entirety and to be making such offer on the terms and
conditions contained herein and to be providing the representations,
warranties and acknowledgements contained in this announcement.
This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for ordinary shares in the
capital of Cranswick in any jurisdiction in which such offer or solicitation
is unlawful. The Placing Shares referred to in this announcement have not been
and will not be registered under the Securities Act and, subject to certain
exceptions, may not be offered or sold within the United States of America.
The Placing Shares are being offered and sold outside the United States of
America in reliance on Regulation S under the Securities Act.
The distribution of this announcement and the Placing and/or issue of ordinary
shares in the capital of the Group in certain jurisdictions may be restricted
by law. No action has been taken by the Group or HSBC that would permit an
offer of such ordinary shares or possession or distribution of this
announcement or any other offering or publicity material relating to such
ordinary shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Group and HSBC to inform themselves about and to observe any such
restrictions.
Details of the Placing Agreement and the Placing Shares
HSBC has entered into a placing agreement (the 'Placing Agreement') with
Cranswick whereby HSBC has, subject to the conditions set out therein, agreed
to use its reasonable endeavours as agent of the Group to procure placees to
subscribe for the Placing Shares.
Commencing today HSBC will be conducting a bookbuilding process (the
'Bookbuilding Process') for participation in the Placing. This announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Bookbuilding Process.
No commissions will be paid to placees in respect of any Placing Shares. In
addition there will be no stamp duty payable on the Placing Shares.
The Placing Shares will be fully paid and will rank pari passu in all respects
with the existing issued ordinary shares of 10p each in the capital of
Cranswick. For the avoidance of doubt this excludes the final dividend of 12p
announced on 23 May 2001 and payable on 7 September 2001 to shareholders on
the register on 27 July 2001.
How to participate in the Bookbuilding Process
If you wish to participate in the Bookbuilding Process you should communicate
your bid by telephone to your usual sales contact or Darren Winter (tel: 020
7336 2182) at HSBC. If successful, your allocation will be confirmed to you
orally following the close of the Bookbuilding Process, and a contract note
will be dispatched as soon as possible thereafter. HSBC's confirmation to you
will constitute a legally binding commitment upon you to subscribe for the
number of Placing Shares allocated to you on the terms and conditions set out
in this announcement.
The Bookbuilding Process is expected to close at 3.00pm today but may be
closed earlier at the sole discretion of HSBC. HSBC may at its sole discretion
choose to accept bids that are received after the Bookbuilding Process has
closed.
HSBC anticipates making a further announcement following the close of the
Bookbuilding Process detailing the price at which the Placing Shares will be
placed (the 'Pricing Announcement').
Principal terms of the Bookbuilding Process
1. HSBC is arranging the Placing as agent of Cranswick.
2. Participation will only be available to persons invited to participate by
HSBC. HSBC is entitled to enter bids as principal in the Bookbuilding
Process.
3. The Bookbuilding Process will establish a single price (the 'Placing
Price') payable by all placees. The Placing Price will be determined by
HSBC and Cranswick, having regard to such factors as they consider
appropriate.
4. To enter a bid into the Bookbuilding Process, you should communicate your
bid by telephone to your usual sales contact or Darren Winter (tel: 020
7336 2182) at HSBC. Your bid should state the number of Placing Shares for
which you wish to subscribe at either the Placing Price which is ultimately
established by HSBC or at prices up to a price limit specified in your bid.
5. All bids will be binding to the extent that they are not varied or revoked
prior to the close of the Bookbuilding Process and will not be capable of
variation or revocation after the close of the Bookbuilding Process.
6. HSBC reserves the right not to accept bids or to accept bids in part rather
than in whole. The acceptance of bids shall be at HSBC's absolute
discretion.
7. The Bookbuilding Process is expected to close at 3.00pm today but may be
closed earlier at the sole discretion of HSBC. HSBC may, at its sole
discretion, accept bids that are received after the Bookbuilding Process
has closed.
Conditions of the Placing
The Placing is conditional on, inter alia:
1. The UK Listing Authority admitting the Placing Shares to the Official List
and the London Stock Exchange admitting the Placing Shares to trading
(together 'Admission') in accordance with the Listing Rules and the London
Stock Exchange Admission and Disclosure Standards on or before 8.30am on
the fifth business day after the date of the Pricing Announcement or by
such later time and date as HSBC and Cranswick may agree, being no later
than 8.30am on Monday, 13 August 2001.
2. The Placing Agreement not being terminated in accordance with its terms.
If, (a) the condition relating to Admission noted at paragraph 1 above is not
satisfied at or prior to 8.30am on the fifth business day after the date of
the Pricing Announcement (or such later time or date as HSBC and the Group may
agree, being not later than 8.30am on Monday, 13 August 2001), or (b) the
Placing Agreement is terminated, or (c) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will lapse and
your rights and obligations hereunder shall cease and determine at such time
and no claim can be made by you in respect thereof. By participating in the
Bookbuilding Process you agree that your rights and obligations hereunder
terminate only in the circumstances described above and will not be capable of
rescission or termination by you.
Right to terminate under the Placing Agreement
HSBC has the right to terminate its obligations under the Placing Agreement at
any time prior to Admission in the event, inter alia, of:
1. There being a material breach of any of the warranties given by Cranswick
in the Placing Agreement or any event occurring or circumstance arising
whereby any of such warranties ceases to be true and accurate in all
material respects; or
2. Any change in national or international financial, economic, political or
market conditions which, in the reasonable opinion of HSBC, is likely
materially and adversely to affect the financial position, the business or
the prospects of the Company or any change in national or international
financial, economic, political or market conditions which, in the
reasonable opinion of HSBC, renders the Placing or the creation of a market
in Cranswick ordinary shares temporarily or permanently impracticable or
inadvisable.
By participating in the Bookbuilding Process you agree with HSBC that the
exercise by HSBC of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of HSBC and that
HSBC need make no reference to you and shall have no liability to you
whatsoever in connection with any such exercise.
No prospectus
No prospectus has been or will be submitted to be approved by the UK Listing
Authority or filed with the Registrar of Companies in England and Wales in
relation to the Placing Shares.
Registration and settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Placees will receive any shares placed with
them in uncertificated form by registration to their CREST member account.
If you are allocated any Placing Shares in the Bookbuilding Process you will
be sent a contract note.
Settlement will be on a T+4 basis (being 4 days after the date on which
contract notes are despatched) and will be required to be made within CREST.
HSBC reserves the right to settle allocations in certificated form if for any
reason it wishes to do so.
Representations and warranties
By participating in the Bookbuilding Process you represent, warrant and
acknowledge that:
1. the issue to you of Placing Shares will not give rise to a liability under
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services);
2. you are, or at the time the Placing Shares are subscribed will be, the
beneficial owner of such Placing Shares and not a resident of Canada, Japan
or Australia and you are a non-US Person who is located outside the United
States of America (within the meaning of Regulation S), Canada, Japan and
Australia;
3. you are entitled to subscribe for and/or purchase Placing Shares under the
laws of all relevant jurisdictions which apply to you and that you have
fully observed such laws and obtained all guarantees and other consents
which may be required thereunder and complied with all necessary
formalities;
4. you are a person whose ordinary activities involve you in acquiring,
holding, managing or disposing of investments (as principal or agent) for
the purpose of your businesses and undertake that you will acquire, hold,
manage or dispose of any Placing Shares that are allocated to you for the
purposes of your businesses;
5. you are not an affiliate of the Group or a person acting on behalf of such
affiliate;
6. you have complied with the Money Laundering Regulations (1993) (the
'Regulations') and, if you are making payment on behalf of a third party,
that satisfactory evidence has been obtained and recorded by you to verify
the identity of the third party as required by the Regulations;
7. you have read this announcement;
8. the only information upon which you have relied in committing yourself to
subscribe for Placing Shares is that contained in this announcement and any
information previously published by the Group by notification to the
Company Announcements Office of the London Stock Exchange, provided that
before relying on any previously published information, you should make
your own investigations and satisfy yourself that the information is still
current;
9. you are a person who falls within paragraph 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1996; and
10. neither HSBC nor any person acting on its behalf has or shall have any
liability for any publicly available or filed information or representation
relating to the Group, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that
person.
The Group, HSBC and others will rely upon the truth and accuracy of the
foregoing representations, warranties and acknowledgement.
This document has been issued by and is the sole responsibility of Cranswick
and has been approved solely for the purposes of Section 57 of the Financial
Services Act 1986 by HSBC, which is regulated in the UK by The Securities and
Futures Authority Limited. HSBC is acting exclusively as broker to Cranswick
and no one else in connection with the Placing and as sponsor in connection
with the application for admission to the Official List and to trading on the
London Stock Exchange of the Placing Shares and will not be responsible to any
other person for providing the protections afforded to customers of HSBC or
for providing advice in relation to the Placing or in relation to the contents
of this press release or any transaction or arrangement referred to herein.
END
Latest directors dealings
- 1 hour ago Frasers Group
- 1 hour ago Cavendish Financial
- 1 hour ago Diaceutics
- 1 hour ago AB Dynamics
- 15 hours ago Johnson Matthey