Disposal
Sirdar PLC
20 June 2001
Sirdar PLC
Proposed Disposal of Acropolis Hotels Limited
Highlights:
* Proposed disposal of the hotel division for cash consideration of £14.35
million
* Continued implementation of stated strategy of focussing the Group's
activities on floor covering products and specialist yarns
* Proceeds to be deployed in pursuit of Group strategy, including reduction
of net debt and acquisitions in the Group's core business area
Duncan Verity, Chief Executive of Sirdar, commented:
'The sale of the Cedar Court Hotel in Bradford is the next logical step in
pursuing our strategy of developing our floor coverings and specialist yarns
businesses.'
Enquiries:
For further information please contact:
Sirdar PLC
Mr J D Verity (Group Chief Executive) 01924 371 501
Mr K F Henry (Group Finance Director) 01924 371 501
Introduction
The Board announced today that Sirdar has agreed, subject to Shareholders'
approval, to dispose of Acropolis Hotels Limited, which owns the Cedar Court
Hotel, Bradford, to Tweed Investments Limited, a joint venture company
established by Hanover International PLC and Bank of Scotland. The
consideration receivable upon Completion is £14.35 million subject to
adjustment and will be settled entirely in cash.
In view of its size, the Disposal is conditional on shareholder approval.
Strategic review
Last year, the Board undertook a detailed strategic and operational review of
the various businesses within the Group. The main conclusions of the review
were announced in the circular to Shareholders dated 14 September 2000 which
was published in connection with the acquisition of Ryalux. The conclusions
were that the Group should look to:
* refocus the Group's activities so as to concentrate on the
manufacture of floor covering products and also specialist yarns;
* widen the floor coverings product portfolio, with a particular focus
on branding;
* maintain vertical integration in the yarns and floor coverings
divisions; and
* focus on higher margin products throughout the business.
The acquisition of Ryalux represented a significant acquisition for the Group
and moved Sirdar towards its objective of becoming one of the UK's leading
floor coverings businesses. The Group continues to actively seek further
acquisitions in both floor coverings and specialist yarns.
The disposal of Acropolis, which is now being proposed, represents the next
stage in focussing the Group's resources on floor coverings and specialist
yarns.
Information on Acropolis
In 1983, Acropolis was formed as a joint venture between Sirdar and Acropolis
Coffee Bars Limited ('ACB') with a view to developing and operating an hotel
in Wakefield. During 1984, work started on building the Cedar Court Hotel,
Wakefield and this was opened in 1985. An extension to the hotel, comprising
51 bedrooms and extra conference facilities, was then completed in 1989.
During 1994 work commenced on a second hotel, the Cedar Court Hotel, Bradford,
on land owned by Bradford Metropolitan District Council and leased from them
via an intermediate landlord. The Hotel was opened the following year.
With both hotels trading successfully and at similar levels the joint venture
partners mutually agreed in 1997 that a reorganisation of their investment was
desirable. Acropolis demerged its interest in the Wakefield hotel to ACB and
Veranda Coffee Shops Limited. Acropolis in turn became a wholly owned
subsidiary of Sirdar, operating the four star Hotel. Following this
reorganisation, Sirdar has successfully operated the business of Acropolis.
Reasons for the Disposal
The Directors believe that the Disposal is the next logical step in the
pursuit of the strategy set out above as there are no natural synergies
between the hotel business and the floor coverings and specialist yarns
businesses. Moreover, to enhance shareholder value, the Directors believe
that the substantial value which is realised by the Disposal is better
deployed in pursuit of the Group strategy, including acquisitions in the
Group's core business area.
Financial information on Acropolis
The table below sets out summarised financial information for Acropolis for
the three years ended 30 June 2000 in respect of the profit and loss account.
Year ended 30 June
2000 1999 1998
£'000 £'000 £'000
Turnover 4,563 4,465 4,271
Operating profit 1,273 1,477 1,398
The net assets of Acropolis as at 30 June 2000 were £7,052,000.
Terms and financial effects of the Disposal
Under the terms of the Sale and Purchase Agreement, Sirdar will dispose of
Acropolis, its wholly owned subsidiary which owns the business and assets of
the Hotel, to Tweed for a gross consideration of £14.35 million. After
transaction expenses, this reflects a profit on disposal based on the book
value of Acropolis as at 31 December 2000, extracted from the schedules used
in preparation of the Group's interim results for the six months ended 31
December 2000, of £4.02 million.
The net consideration of £13.95 million is net of transaction expenses of £
0.40 million and is to be settled entirely in cash on Completion in the manner
set out in the circular to be despatched to shareholders as soon as is
practicable.
Under the terms of the term loan facility available to the Group to meet the
redemption of the £26.46 million loan notes issued in connection with the
acquisition of Ryalux, in the event of the sale of Acropolis (but not
otherwise) the Company is obliged to apply £4.00 million of the proceeds as
cash collateral in anticipation of the termination of this facility. Part of
the balance of the proceeds will initially be utilised in the elimination of
short-term borrowings with the remainder placed on short-term deposit.
Short-term borrowings as at 31 December 2000 were £2.56 million. In the
medium-term, the remaining proceeds will be used in support of acquisitions in
the Group's core business area. The Disposal will not complete in the current
financial year. The Directors expect the Disposal to increase the net asset
value of the Ongoing Group but to be earnings dilutive in the year ending 30
June 2002.
Current trading and prospects
Sirdar announced its interim results for the six months ended 31 December 2000
on 21 March 2001. For the six months ended 31 December 2000, Sirdar reported
turnover of £30.238 million (1999: £24.206 million), operating profit of £
4.760 million (1999: £3.245 million) and profit before tax of £4.385 million
(1999: £3.137 million).
Since the announcement of the interim results, the contract floor coverings
division has seen a slowdown in the buoyant market conditions reported at the
time although trading for the full year is likely to be in line with the
Board's expectations. In addition, the floor coverings division will benefit
from the inclusion of Ryalux for approximately nine months. The reduction of
the UK customer base for Sirdar's yarn spinning activities has continued and,
although the improvement in export sales has been maintained, the full year
results for the division are likely to fall well short of Board's initial
expectations.
Overall, the Board believes good progress has been made in implementing its
declared strategy and is confident of a satisfactory outcome for the current
financial year and is confident of further progress for the Ongoing Group in
the future.
Circular
It is expected that a circular to Shareholders (including a notice convening
the Extraordinary General Meeting) will be posted as soon as practicable.
Definitions
'Acropolis' Acropolis Hotels Limited
'Board' or ' the directors of Sirdar
Directors'
'Completion' completion of the Sale and Purchase Agreement in accordance
with its terms, which is expected to occur on 5 July 2001
'Disposal' the proposed disposal of Acropolis by Sirdar, pursuant to the
Sale and Purchase Agreement
'Dresdner Dresdner Kleinwort Wasserstein Limited
Kleinwort
Wasserstein'
'EGM' or ' the extraordinary general meeting of the Company to be held at
Extraordinary the offices of Dresdner Kleinwort Wasserstein, 20 Fenchurch
General Meeting' Street, London EC3P 3DB at 11.00am on 5 July 2001 (or any
adjournment or postponement thereof)
'Group' Sirdar and its subsidiary undertakings
'Hanover' Hanover International PLC
'Hotel' Cedar Court Hotel, Bradford
'Ongoing Group' the Group excluding Acropolis
'Ordinary Shares ordinary shares of 25p each in the capital of Sirdar
'
'Purchaser' the person described as such in the Sale and Purchase
Agreement
'Resolution' the resolution to be proposed at the EGM to approve the
Disposal
'Ryalux' Ryalux Carpets Limited, a wholly-owned subsidiary of the
Company
'Sale and the conditional agreement relating to the Disposal dated 19
Purchase June 2001 between the Company and the Purchaser
Agreement'
'Shareholder(s)' holder(s) of Ordinary Shares
'Sirdar' or ' Sirdar PLC
Company'
'Tweed' Tweed Investments Limited, a joint venture company established
by Hanover and Bank of Scotland and owned 50 per cent. by
Hanover and 50 per cent. by Uberior Investments PLC, a
subsidiary of Bank of Scotland
Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein')
which is regulated in the United Kingdom by The Securities and Futures
Authority, is acting exclusively for Sirdar PLC and no one else in connection
with the Disposal of Acropolis Hotels Limited and will not be responsible to
anyone other than Sirdar PLC for providing the protections afforded to
customers of Dresdner Kleinwort Wasserstein or for giving advice in relation
to the Disposal of Acropolis Hotels Limited or any other matters set out
herein.