Grant of a Call Option
Molins PLC
29 February 2008
29 February 2008
FOR IMMEDIATE RELEASE
MOLINS PLC
Grant of a call option re the Disposal of the Saunderton Property (the
'Disposal')
On 18 July 2007, the Board of Molins PLC ('Molins') announced that it had
conditionally agreed to dispose of the tobacco machinery site at Haw Lane,
Saunderton (the 'Property') to e-shelter facility services GmbH (the 'Purchaser
') for a cash consideration, if the transaction had completed, of £18.85m. This
original agreement has now been cancelled by mutual consent.
A new conditional agreement (the 'Disposal Agreement') dated 28 February 2008,
between Molins and the Purchaser, has now been entered into which takes the form
of a call option to purchase the Property, exercisable by the Purchaser on or
before 30 September 2008 with completion on or before 3 October 2008, for a cash
consideration of £17.5m. After estimated transaction expenses of £0.4m and tax
on capital gains of £1.4m, net cash proceeds would be approximately £15.7m.
The Disposal Agreement contains a number of the same commercial terms as the
previous agreement, including the lease back of buildings on a rent free basis
for up to three years. However, a number of terms have been amended. In
particular, all environmental contamination remediation obligations in respect
of the Property will become the responsibility of the Purchaser on completion in
return for which the cash consideration has been reduced to £17.5m.
The Disposal Agreement also incorporates the call option noted above and
disapplies all previous conditions, except for that relating to Molins obtaining
the approval of its Shareholders to complete the Disposal, as set out below.
As at 31 December 2007, the Property had a net book value of £13.2m and an
associated deferred tax liability of £0.6m, resulting in a net carrying value of
£12.6m at that date.
In the year ended 31 December 2007, the Group earned income from third parties
from the Property of £0.2m before tax, prior to the allocation of central costs
and specific operating costs relating to the leased buildings. Net of specific
operating costs, the Property generated profit from third parties of £0.1m in
the year ended 31 December 2007.
If the sale of the Property is completed, the net proceeds of the Disposal will
be used to reduce existing indebtedness of the Company, improve the funding of
the Molins UK Pension Fund by £1m and for investment in new products and
facilities within the Group.
Once complete, the Disposal would have the effect of increasing the Group's net
assets by approximately £3.7m.
The sale of the Property is expected to be earnings enhancing for the Group.
Shareholder approval
Molins shareholders are being asked to approve the Disposal at a general meeting
of the Company on 18 March 2008 for two reasons.
First, the approval of shareholders is required as the Disposal constitutes a
class 1 transaction for the purposes of the Listing Rules, as a result of the
size of the Disposal relative to that of the market capitalisation of Molins.
In this regard, we stated at the time of the original announcement that
shareholder approval would be sought once the transaction had progressed
sufficiently.
Secondly, the Purchaser has indicated that it is only prepared to progress the
work necessary for it to determine whether to exercise the call option to
purchase the Property once shareholder approval has been obtained.
Notice of the general meeting to be held at the offices of Molins PLC at 11
Tanners Drive, Blakelands, Milton Keynes, MK14 5LU and a circular giving more
detail on the Disposal will be sent to Molins shareholders today.
The circular will be available for inspection at the offices of Kimbells, Power
House, Harrison Close, Knowlhill, Milton Keynes, MK5 8PA and at the UKLA's
Document Viewing Facility, which is situated at Financial Services Authority, 25
The North Colonnade, Canary Wharf, London, E14 5HS
The Purchaser
The Purchaser is a subsidiary of Investa Immobiliengruppe, a German privately
owned project development firm that has managed investments in excess of €3
billion since its inception. The Purchaser is the largest provider of data
centre services in Germany, and the intended purchase of the Property is part of
the execution of its strategy to enter the UK market. Its main facility is in
Frankfurt, which provides 60,000 square metres of data centre space, and it also
has sites in Berlin, Hamburg and Munich.
Results for the year ended 31 December 2007
Molins announced its preliminary results for the year ended 31 December 2007
today.
Enquiries:
Molins PLC Tel: 020 7638 9571 Dick Hunter, Chief Executive, David Cowen, Group
Finance Director
N M Rothschild & Sons Limited Tel 020 7280 5000 John Byrne
Issued by: Citigate Dewe Rogerson Tel: 020 7638 9571
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Molins and no
one else in relation to the Disposal and will not be responsible to anyone other
than Molins for providing the protections afforded to clients of N M Rothschild
& Sons Limited nor for providing advice in relation to the Disposal.
This information is provided by RNS
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