Proposed Disposal of Three Businesses
Bemrose Corp PLC
15 June 2000
Proposed disposal of Bemrose Security Printing,
Bemrose Promotional Products and Henry Booth Group
- Proposed disposal of Bemrose Security Printing ('BSP'),
Bemrose Promotional Products ('BPP') and Henry Booth Group
('HBG') to Lloyds TSB Development Capital Limited and certain
senior management of these businesses, for an aggregate
consideration of up to £28.55 million, of which £2.5 million is
deferred
- Discussions ongoing regarding the sale of the Letts diary
business
- Proceeds of disposals to be retained for the development of
the Promotional Marketing division
- Promotional Marketing division continues to perform well
- Performance well ahead of prior year
- Strong growth in the US internet business through
4imprint.com and in the UK businesses
- Progressive operational improvements through the integration
of the UK businesses
- Plans to change name to 4imprint Group plc following the
disposal of all printing interests
Commenting on today's announcement, Rodger Booth, Chairman of
Bemrose, said:
'The disposal of BSP, BPP and HBG represents a significant step
in achieving Bemrose's strategy of focusing on the Promotional
Marketing division. The re-investment of the proceeds from this
disposal and the Letts disposal will significantly enhance the
prospects for organic and acquisition led growth in the
Promotional Marketing division'.
This summary should be read in conjunction with the full text of
the following announcement.
For further information, please contact:
Bemrose Corporation
Rodger Booth, Chairman 01482 867 862
Richard Harrison, Finance Director 01482 867 862
N M Rothschild & Sons Ltd
David Forbes 0113 200 1900
David Wilton 0113 200 1900
Buchanan Communication
Mark Edwards 020 7466 5000
N M Rothschild & Sons Limited, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is
acting for Bemrose and no-one else in connection with the
Disposal and will not be responsible to anyone other than Bemrose
for providing the protections afforded to its customers or for
providing advice in relation to the Disposal or any matter
referred to in this announcement.
Notes to Editors
- BSP - a major supplier of security and information products
based in Derby - products include vouchers, cheque books,
catalogues and directories
- BPP - a major UK producer of calendars, also based in Derby
- HBG - a major international supplier of travel and leisure
tickets and bar coded distribution forms and labels for inventory
management and logistical tracking. HBG is based in Hull
Promotional Marketing
This division, which now becomes the focus of the Group's
operations, supplies a range of products imprinted with corporate
names, logos and messages used for brand development and
promotional marketing. For the year ended 1 January 2000 sales
in the division increased 44% to £75.9 million.
The division operates in the UK, Germany and the US. In the UK
the business is managed under the Broadway Incentives Group,
based in Manchester. Customers include Royal and Sun Alliance,
Hertz, Mercedes Benz and Siemens.
The US businesses are spearheaded by Nelson Marketing which sells
via catalogue distribution (six million) and the website
4imprint.com, the first interactive internet site in the
industry, which is currently receiving over 20,000 visits and 200
orders per week.
Proposed disposal of Bemrose Security Printing,
Bemrose Promotional Products and Henry Booth Group
Introduction
At the time of the preliminary results statement on 3 March this
year, the Company reported that it would be inviting offers for
the Specialist Print Services division. The Board now announces
that negotiations have been completed to dispose of the
businesses and assets (on a debt and cash free basis) of Bemrose
Security Printing, Bemrose Promotional Products and Henry Booth
Group for up to £28.55 million to Lloyds TSB Development Capital
Limited and certain senior management of these businesses,
including Graham Bennington. The acquisition will be effected
through two newly incorporated companies, Inhoco 2060 and Inhoco
Corporation (both of which are wholly owned subsidiaries of
Inhoco 2059). In view of its size, the disposal of BSP, BPP and
HBG is conditional, inter alia, upon the approval of
Shareholders.
A circular setting out details of the Disposal and a notice
convening an extraordinary general meeting of Bemrose will
shortly be posted to Shareholders.
Background to and reasons for the Disposal
Following a review of strategic options by Rothschild, which was
completed at the beginning of this year, the Board reached the
view that the two divisions of the Company, Promotional Marketing
and Specialist Print Services, would benefit from separate
development in the future. In particular, growth in the
Specialist Print Services division is expected to be more limited
than that currently available from the Promotional Marketing
division. The Board believes that future shareholder value will
be maximised by concentrating the Group's managerial, technical
and financial resources on the Promotional Marketing division.
Since that time, Rothschild has conducted an extensive marketing
exercise in relation to the businesses which comprise the
Specialist Print Services division, with the aim of securing the
best possible offers for it. This process resulted in a limited
number of offers for BSP, BPP and HBG collectively, the most
attractive of which was the offer from Inhoco. In addition, the
Company is currently in discussions regarding the sale of its
Letts diary business, which is the only other business within the
Specialist Print Services division.
Information on Bemrose Security Printing, Bemrose Promotional
Products and Henry Booth Group
BSP is a major supplier of a wide variety of security and
information products, including vouchers, cheque books,
catalogues and directories. BPP is a major UK producer of
advertising calendars and is based at a site in Derby shared with
BSP. HBG, based in Hull, is a major international supplier of
travel and leisure tickets and bar coded distribution forms and
labels for inventory management and logistics tracking.
Summary aggregated financial information for BSP, BPP and HBG for
the three years ended 1 January 2000 is set out below:
1997 1998 1999
£'000 £'000 £'000
Turnover 60,090 65,643 63,071
Operating profit before central costs
and pension credit 7,511 7,276 5,441
Net assets n/a n/a 34,908
For the year ended 1 January 2000, central costs of £330,000 were
charged and the pension credit was £1,489,000.
Trading results for the year to date in respect of BSP, BPP and
HBG are disappointing and below the levels achieved at the same
time last year. This is a consequence of the loss of two large
contracts to eurozone based competition, and a low level of
activity in certain products where customers built strategic
stocks over the millennium period. This division has also
incurred significant development costs in respect of a major new
contract which will shortly commence full production.
Details of the Disposal
Pursuant to the Disposal Agreement entered into on 14 June 2000,
Bemrose has agreed to dispose of the businesses and assets (on a
debt and cash free basis) of BSP, BPP and HBG to Inhoco 2060 and
Inhoco Corporation (both of which are wholly owned subsidiaries
of Inhoco 2059), for an aggregate consideration of up to £28.55
million, subject to certain conditions and adjustments. The
£28.55 million comprises £25.5 million of cash which will be
received on completion, £0.55 million of subordinated loan stock
to be issued by Inhoco 2059 and £2.5 million of deferred
consideration which is subject to the achievement of operating
profit targets in 2001, 2002 and 2003.
The subordinated loan stock carries a coupon of 3 per cent over
the base rate of Lloyds TSB Bank Plc payable by quarterly
instalments in arrears and is to be redeemed in one bullet
payment 18 months from completion of the Disposal ('Loan Stock').
Deferred consideration of £833,333 will be payable by Inhoco 2060
to Bemrose in cash or at Inhoco 2060's option in loan stock on
the same terms as the Loan Stock other than as to the rate of
interest, which will be 5 per cent over the base rate of Lloyds
TSB Bank Plc and redemption, which will be the date upon which
the venture capitalist backing Inhoco is repaid under the terms
of their loan stock. The deferred consideration is payable in
respect of each of 2001, 2002 and 2003, subject to operating
profit targets (before pensions charge) of £7,759,000, £8,361,000
and £8,955,000 respectively being achieved in those years. In
the event that such targets are not achieved but operating
profits are within £250,000 of the target figure, then £250,000
will be payable to Bemrose in respect of that year. No
consideration will be payable if the actual operating profits
achieved in those years are not within £250,000 of the relevant
targets.
The Disposal Agreement contains certain warranties and
indemnities in favour of Inhoco, together with certain
protections regarding how BSP, BPP and HBG are to be run during
the period between the exchange and completion of the Disposal
Agreement. The Disposal Agreement is conditional upon the
approval of Shareholders and also nothing having occurred between
the date of the Disposal Agreement and completion of that
agreement which has a material adverse effect on the businesses
being sold.
The exceptional loss on the Disposal, assuming the initial
consideration of £26.05 million is received and based on the
aggregate net book value of BSP, BPP and HBG of £34.9 million as
at 1 January 2000 and the £12.4 million of goodwill previously
written off, is £23.25 million after disposal costs of £1 million
and other specific provisions of £1 million for environmental,
litigation and restructuring costs which will not be transferred
to the purchaser of BSP, BPP and HBG. This will be reported as
an exceptional item in the profit and loss account for the six
months ending 1 July 2000. No taxation liabilities are expected
to arise from the Disposal.
Use of proceeds and future strategy of Bemrose Corporation
The Directors believe that the prospects for both organic and
acquisition led growth in the Promotional Marketing division,
which will become the focus of the Group following the sale of
Specialist Print Services, will be enhanced by the re-investment
of the net sale proceeds after the repayment of short term
borrowings. A number of investment and acquisition opportunities
are currently being assessed within the promotional marketing
industry. If there is a surplus of disposal proceeds over
investment requirements, this surplus will be returned to
shareholders in due course.
In order to more fully reflect the continuing activities of the
Company, the Directors intend, in due course, to change the
Company name from Bemrose Corporation plc to 4imprint Group plc.
The current name is more strongly associated with the Specialist
Print Services division that is being sold.
Current trading and prospects
Performance in the business of the Continuing Bemrose Group is
ahead of that achieved last year, with strong growth in the US
internet business through 4imprint.com and in the UK promotional
marketing businesses. Operational improvements are progressively
being made in the UK promotional marketing operation through the
integration of Bourne Publicity Ltd, Product Plus International
Ltd and Broadway Incentives Ltd. The Board is confident that
further progress in trading will be made in the Continuing
Bemrose Group during the current year.
Board changes
Following completion of the Disposal, Graham Bennington will
resign from his directorships of Bemrose Group companies and from
Bemrose Quest Trustees Ltd. The Board is currently in the process
of recruiting a new non-executive director, with experience
specific to the Company's continuing businesses, to replace Brian
Ford who retired immediately following the recent annual general
meeting. Rodger Booth will become non-executive chairman of
Bemrose following the disposal of Letts.
For further information, please contact:
Bemrose Corporation
Rodger Booth, Chairman 01482 867 862
Richard Harrison, Finance Director 01482 867 862
N M Rothschild & Sons Ltd
David Forbes 0113 200 1900
David Wilton 0113 200 1900
Buchanan Communication
Mark Edwards 020 7466 5000
N M Rothschild & Sons Limited, which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is
acting for Bemrose and no-one else in connection with the
Disposal and will not be responsible to anyone other than Bemrose
for providing the protections afforded to its customers or for
providing advice in relation to the Disposal or any matter
referred to in this announcement.
APPENDIX I
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
'Bemrose' or 'Bemrose Bemrose Corporation plc
Corporation' or 'the
Company'
'Bemrose Group' or Bemrose Corporation and its
'Group' subsidiary undertakings
'Board' or 'Directors' the board of Directors of Bemrose
'BPP' or 'Bemrose Bemrose Promotional Products, a
Promotional Products' division of Broadway Incentives
Limited
'BSP' or 'Bemrose Bemrose Security Printing, a
Security Printing' division of Broadway Incentives
Limited
'Continuing Bemrose the Bemrose Group following
Group' completion of the disposal of
BSP, BPP and HBG
'Disposal' the proposed disposal of BSP, BPP
and HBG
'Disposal Agreement' the conditional agreements dated
14 June 2000 between the Bemrose
Corporation, Broadway Incentives
Limited and HBG International,
Inc and Inhoco 2059, Inhoco 2060
and Inhoco Corporation
'HBG' or 'Henry Booth Henry Booth Group, a division of
Group' Broadway Incentives Limited,
which also includes the business,
assets and liabilities of HBG
International, Inc in the United
States of America
'Inhoco' Inhoco 2059 and its subsidiary
undertakings, for this purpose
being Inhoco 2060 and Inhoco
Corporation
'Inhoco 2059' Inhoco 2059 Limited, the parent
company of Inhoco 2060
'Inhoco 2060' The Henry Booth Group Limited,
formerly Inhoco 2060 Limited
'Inhoco Corporation' Inhoco Corporation, a company
incorporated in the state of
Georgia, in the United States of
America and a wholly owned
subsidiary of Inhoco 2059
'Letts' the Charles Letts diary business
'Ordinary Shares' ordinary shares of 38 6/13 pence
each in the capital of Bemrose
'Rothschild' N M Rothschild & Sons Limited
'Shareholders' the holders of Ordinary Shares
'Specialist Print the division comprising the
Services' business of BSP, BPP, HBG and
Letts