Prpsd Acqn/Final Rslts-Rplcmt
Sirdar PLC
14 September 2000
The issuer has made the following amendment to the 'Proposed Acquisition/Final
Results' announcement released today at 8:08 under RNS No 9160Q.
The taxation figure for the year ended 30 June 2000 should read £1,776,000 and
not £1,176,000 as previously stated.
All other details remain unchanged.
The full corrected version is shown below.
SIRDAR PLC
PROPOSED ACQUISITION OF RYALUX CARPETS LIMITED
AND
ANNOUNCEMENT OF PRELIMINARY RESULTS
FOR THE YEAR ENDED 30 JUNE 2000
Acquisition highlights:
- Proposed Acquisition of Ryalux for a net
consideration of £25.0m.
- Gross consideration of £26.56m payable in Loan Notes
(£26.46m) and cash (£0.10m). Vendor to retain £1.56m of
personal assets for £1.56m cash paid to Company on
Completion.
- Ryalux is a well established manufacturer of wool
rich carpets based in the North of England, with a number
of well known brands, aimed at the middle to top end of
the domestic market. In the year ending 31 December 1999
turnover was £35.1 million.
- Proposed Acquisition is the first major step in the
implementation of the strategic refocusing of the Group's
activities to concentrate on the manufacturing of floor
coverings and also specialist yarns.
- The Directors expect the Acquisition to be
immediately earnings enhancing.
Preliminary results highlights:
- Profit before tax and exceptionals £5.9m (1999:
£5.6m).
- Operating profit before exceptionals £6.0m (1999:
£5.8m).
- Adjusted earnings per share 8.6p (1999: 7.6p).
- Successful disposal of Eversure Textiles, the loss
making subsidiary.
Gerry Lumb, Chairman of Sirdar, commented:
'The Group is in a strong position and with the exciting
prospect of the acquisition of Ryalux the Board considers
the Group is well placed to make progress in pursuit of
its declared strategy.
This acquisition will widen the overall product offerings
to span both the commercial and domestic markets and
provide the opportunity to exploit the combined expertise
and resources of both companies in design and brand
development.'
For further information contact:
Sirdar PLC
Gerry Lumb 01924 371501
Dresdner Kleinwort Benson
Richard Scholes 020 7623 8000
Dresdner Kleinwort Benson, which is regulated by The
Securities and Futures Authority Limited, is acting for
Sirdar PLC in relation to the transaction and no one else
and will not regard any other person as its customer nor
be responsible to anyone other than Sirdar PLC for
providing the protections afforded to customers of
Dresdner Kleinwort Benson nor for providing advice in
relation to the contents of this document or any matter
referred to herein. This summary should be read in
conjunction with the full text of the attached press
release.
PART I: PROPOSED ACQUISITION OF RYALUX LIMITED
Introduction
The Board announced today that Sirdar has agreed,
subject to Shareholder's approval, to acquire Ryalux, a
well established, privately owned carpet manufacturer.
The gross consideration payable upon Completion for
Ryalux's share capital (inclusive of assets for which
one of the Vendors will pay £1.56 million immediately
following Completion) is £26.56 million, of which £26.46
million will be paid in Loan Notes and the balance will
be paid in cash.
In view of its size, the Acquisition is conditional,
inter alia, on shareholder approval.
Strategic review
In the mid 1980's, recognising the opportunities
available in the floor-coverings market, your Company
acquired Burmatex Limited, a manufacturer of fibre
bonded, tufted carpet and carpet tiles aimed mainly at
the commercial market. In 1994, the Company strengthened
its carpet tile product range with the addition of the
Carpet Tile Company. Sirdar's Floor Coverings Division
now offers approximately 50 different product lines
primarily aimed at the contract flooring market.
Earlier this year, the Board undertook a detailed
strategic and operational review of the various
businesses within the Group. The main conclusions of the
review were that the group should look to:
* widen the floor coverings product portfolio, with a
particular focus on branding;
* maintain vertical integration in the yarns and
floor coverings divisions;
* focus on higher margin products throughout the
business; and
* refocus the Group's activities so as to concentrate
on the manufacture of floor covering products and
also specialist yarns.
The first steps in the implementation of this review
were the acquisition of Clutsom & Kemp, a yarn covering
business for £250,000 in March 2000 and the disposal of
Eversure, Sirdar's loss-making curtain and accessories
business for £550,000 in June 2000.
For the year to 30 June 2000, sales in the continuing
activities of the Sirdar Group comprised the manufacture
of floor coverings 54 per cent., the manufacture of
specialist yarns 35 per cent. and the operation of Cedar
Court, a four-star hotel in Bradford 11 per cent. These
activities contributed £5.3 million (71 per cent.), £0.9
million (12 per cent.), and £1.3 million (17 per cent.)
respectively to continuing operating profit in the year
ended 30 June 2000.
The acquisition of Ryalux which is now being proposed,
represents a very significant acquisition for the Group
and, the Board believes, provides an attractive
opportunity which may well not recur, towards fulfilling
the objective of becoming one of the UK's leading floor
coverings businesses, with a portfolio of products with
significant brand value.
Information on Ryalux
Ryalux is a well-established manufacturer of a range of
predominantly wool-rich carpets with a number of well-
known brands aimed at the middle to top end of the
domestic market. Ryalux was founded by William Lomas in
1970 with the Rya range of carpets. Since then, Ryalux
has successfully developed a range of products which
includes the Rya, Ryalux Bespoke and William Lomas
brands. Considerable brand investment has also been made
in recent years particularly in the Chatsworth and
Victoria & Albert ranges. Ryalux's approach is to offer
retailers a wide range of wool-rich carpets with an
extensive line in plain and heather colours.
The Rya and Ryalux Bespoke ranges are aimed at the upper
price range of the market while the William Lomas range
is targeted at the middle to upper market. Rya, the wool-
rich, flag-ship range, is made-to-order in any colour or
width up to five metres. The Ryalux Bespoke range offers
standard colour ranges available in various blend
options and various widths. The William Lomas range is
similar to Ryalux Bespoke but is only available in fixed
widths.
In 1995, Ryalux entered the patterned carpet market
under the Ryaweave brand, using Colortec machinery to
produce tufted carpets. In 1998, however, following
manufacturing difficulties and poor product sales, the
decision was made to refocus on Ryalux's core
competencies in the plain carpet market. As a result,
exceptional costs relating to the closure of this
business adversely impacted the 1998 results.
In recent years, Ryalux has made several investments to
improve efficiency and production flexibility through
vertical integration. An in-house spinning plant in Bury
now provides approximately 50 per cent. of Ryalux's
total yarn requirements. In February 1998, a yarn dyeing
operation was acquired which now satisfies the majority
of Ryalux's yarn dyeing requirements.
Ryalux operates from six sites situated in the North of
England. As at 31 December 1999, it had 324 employees,
of which 233 were directly involved in manufacturing, 29
made up the sales force and 62 were involved in
administration and support.
Reasons for the Acquisition
Although the domestic carpet industry in the UK has
shown little growth in recent years, demand has tended
to move away from patterned woven carpet towards plain,
wool-rich, tufted carpet. Ryalux occupies a strong
position in this sector, reinforced by its ability to
produce to the exact colour and size specification of
its customers, which is believed to be a service that is
unique in its scale.
The acquisition of Ryalux is expected to:
* widen the combined product offerings, spanning both
commercial and domestic market-places;
* provide the opportunity to exploit the combined
expertise and resources of the two companies in
design and brand development; and
* give Sirdar and Ryalux access to each other's brand
management expertise and market knowledge; it
should also provide the opportunity to extend Ryalux
branding to certain other Group products.
Vertical integration has been a key element of Sirdar's
strategy. Ryalux is also a business which has benefited
from vertical integration and consequently will fit
easily within Sirdar's current operational structure.
Financial information on Ryalux
The table below sets out summarised financial
information for Ryalux for the three years ended 31
December 1999.
Year ended 31 December
1999 1998 1997
£'000 £'000 £'000
Turnover 35,116 33,901 32,168
Gross Profit 8,835 4,614 5,360
Operating 5,324 1,307 2,233
Profit
Net assets 13,379 10,624 10,400
The improvement in gross profit in the year ended 31
December 1999, reflects a reduction in wool prices, an
increase in selling prices alongside a change in sales
mix and an increase in in-house spinning and dyeing.
The operating profit in the year ended 31 December 1998
was adversely affected by the costs arising out of the
closure of the Colortec business, alongside other non-
recurring items.
Your Directors believe that Ryalux represents a very
attractive strategic opportunity for your Company.
Adjusted underlying earnings show sustained revenue and
profit growth in real terms while there has been
significant brand investment and capital expenditure in
recent years.
Terms of the Acquisition
Under the terms of the Acquisition Agreement, Sirdar
will acquire Ryalux for a gross consideration of £26.56
million, of which £0.1 million will be paid in cash and
£26.46 million in interest-bearing Loan Notes.
At Completion, one of the Vendors will purchase £1.56
million worth of assets of a personal nature for £1.56
million cash. The net consideration at Completion is
therefore £25 million.
In order to finance the proposed Acquisition and provide
sufficient working capital for the Enlarged Group, the
Board has negotiated total banking facilities of £36
million with Barclays Bank Plc to replace the pre-
existing facilities of Sirdar and Ryalux.
Financial effects of the Acquisition
The Acquisition will give rise to an amount of goodwill,
approximately £14.2 million, which will be capitalised
and amortised over a period of 20 years.
The Directors expect the Acquisition to be immediately
earnings enhancing (after goodwill amortisation).
Management
The management board of Ryalux comprises six individuals
including William Lomas, the founder and executive
chairman and Duncan Verity, the chief executive.
Following completion, William Lomas will step down from
the board of Ryalux, but will continue as an employee.
Duncan Verity is highly experienced in the textiles
industry, having been with Ryalux for 12 years (chief
executive since 1995) and having previously worked for
other major companies in the same industry. He will join
the Board of Sirdar as Managing Director - Ryalux
Division. The remainder of the Ryalux management team
will remain in place following Completion of the
Acquisition.
Current trading and prospects
The Group's audited preliminary statement of results for
the year ended 30 June 2000 is presented in Part 2 of
this announcement.
Trading in the first two months of the current financial
year is in line with expectations. The management of
Ryalux also confirm that current trading is in line with
expectations and consistent with the good results
achieved in the year ended 31 December 1999.
Although the domestic carpet industry in the UK has
shown little growth in recent years, demand has tended
to move away from patterned woven carpet towards plain,
wool-rich tufted carpet. Ryalux occupies a strong
position in this sector, and your Directors believe it
has potential for further growth in domestic floor
coverings. Additionally, with exports representing
approximately 5 per cent. of Ryalux's total sales, your
Directors consider that further opportunities may exist
in Europe and particularly in the US, where the market
is growing strongly and where further penetration may be
possible by partnering with a local distributor.
In summary, your Board feel that the Group is in a
strong position and with the exciting prospect of the
proposed Acquisition of Ryalux, considers the Group well
placed to make progress in pursuit of its declared
strategy.
Articles of Association
The Articles of Association of the Company currently
limit borrowings to twice the Adjusted Capital and
Reserves of the Group. However, the definition of
Adjusted Capital and Reserves excludes intangible
assets. On a pro-forma basis, this definition would
limit borrowings post the Acquisition to £28.3 million.
Accordingly, in addition to the resolution to approve
the proposed Acquisition, the Directors propose a
resolution to include intangible assets in the
calculation of Adjusted Capital and Reserves.
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
The following words and expressions have the following
meaning in this announcement unless the context requires
otherwise.
'Acquisition' proposed acquisition of Ryalux by
Sirdar, pursuant to the Acquisition
Agreement
'Acquisition the conditional agreement relating to
Agreement' the acquisition of Ryalux dated 13
September 2000 between the Company and
the Vendors
'Adjusted the adjusted capital and reserves as
Capital and defined in the Company's Articles of
Reserves' Association and used for the purpose of
the calculation of the cap on
borrowings of the Company
'Bank Facility the bank facility agreement to be
Agreement' entered into between (1) the Company
(2) Burmatex Limited and others and (3)
Barclays Bank Plc
'Board' or the directors of Sirdar
'Directors'
'Completion' Completion of the Acquisition Agreement
in accordance with its terms, which is
expected to occur on 10 October 2000
'Dresdner Kleinwort Benson Limited
Kleinwort
Benson'
'EGM' or the extraordinary general meeting of
'Extraordinary the Company to be held at the offices
General Meeting' of Dresdner Kleinwort Benson, 20
Fenchurch Street, London EC3P 3DB at
11.00 am on 10 October 2000 (or any
adjournment or postponement thereof)
'Enlarged Group' the Group as enlarged by the
Acquisition
'Group' Sirdar and its subsidiary undertakings
'Loan Notes' the £24,371,199 fixed rate guaranteed
unsecured 'A' Loan Notes 2007, the
£1,000,000 fixed rate guaranteed
unsecured 'B' Loan Notes 2007 and the
£1,090,465 fixed rate guaranteed
unsecured 'C' Loan Notes 2007 issued to
certain of the Vendors
'Ordinary ordinary shares of 25p each in the
Shares' capital of Sirdar
'Ryalux' Ryalux Carpets Limited and its
subsidiary undertakings
'Shareholder(s)' holder(s) of Ordinary Shares
'Sirdar' or Sirdar PLC
'Company'
'Vendors' those persons described as such in the
Acquisition Agreement
PART 2: AUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED
30 JUNE 2000
CHAIRMAN'S STATEMENT
Group results
Group operating profit for the year to 30 June 2000 was
£6,049,000 compared with £5,849,000 for the previous
year, an increase of 3 per cent. These results include
losses at Eversure Textiles to the date of disposal,
which if excluded show profit from continuing
activities has recorded an underlying increase of 8 per
cent. Cash generated from operations amounted to
£9,100,000, enabling the Group to spend a further
£1,151,000 on repurchasing ordinary shares and still
reduce net borrowings by £2,861,000.
The loss on disposal of Eversure Textiles was
£7,024,000, however this included an accounting
adjustment of £4,662,000 relating to goodwill
previously written off; after this exceptional loss on
disposal and interest of £193,000 the Group has
reported a pre-tax loss of £1,168,000.
The loss per share was 6.19p compared to earnings last
year of 7.96p. After adjusting for exceptional items,
the adjusted earnings per share increased to 8.58p
compared with 7.63p last year, an improvement of 12 per
cent.
The directors are recommending a final dividend of
3.85p, representing a small increase on last year's
figure of 3.80p.
Strategic review
During the year the board undertook a strategic review
of the Group's operations with the conclusion that the
Group should focus its activities on the manufacture of
floor covering products and also specialist yarns. The
first steps in the implementation of this review were
the acquisition of Clutsom & Kemp, a yarn covering
business, in March 2000 and the disposal of Eversure
Textiles, the Group's loss making curtain and
accessories business in June 2000. The proposed
acquisition of Ryalux represents a further significant
step towards this strategy. Details of the proposed
acquisition were included in the circular sent to
shareholders recently.
Floor coverings
Despite a competitive floor coverings market and
continued pressure on prices Burmatex increased sales
by 8 per cent. with the Carpet Tile Company brand
performing particularly well. The operating profit of
£5,348,000 reflects a satisfactory improvement of 9 per
cent. in comparison with last year.
The pressure on margins and other cost increases,
including a significant increase in contributions to
the Group pension scheme, have been mitigated by
improvements in manufacturing and innovations in
production, including in-line tile cutting. These
changes have improved quality and reduced product lead
times.
In addition, improved stock availability enabled the
Company to ensure prompt delivery and maintain customer
loyalty, which in turn protected the Company from the
worst effects of competition from imports.
Hand knitting and machine yarns
Sales of hand knitting and machine yarns have increased
marginally, in part due to the acquisition of Clutsom &
Kemp. This business has now been fully integrated into
this division and has already made a modest
contribution to profit in the year.
Hand knit sales reduced slightly in line with the
overall market whereas machine yarn sales under the
Tilsa brand increased due to additional business in
Eire and North America.
Margins have improved due to control of raw material
prices and other costs and this has resulted in a
substantial increase in operating profit from £622,000
last year to £944,000 this year.
Hotel
The Cedar Court Hotel performed well during the year
although, in common with much of the sector, trade over
the Millennium period was a disappointment. Static
sales in the second half meant overall turnover of
£4,563,000 was up 2 per cent. from last year. The
results of the hotel were adversely affected by
additional depreciation of £165,000 which was required
by a new Accounting Standard. Without this extra
charge the current year operating profit would have
been just 3 per cent. behind last year.
Curtains and accessories
Whilst turnover declined and the losses continued
continue at Eversure Textiles (operating loss, before
central Group costs, of £1,239,000 in the period) an
aggressive stock reduction programme meant that this
business contributed £439,000 to the Group's net cash
inflow in the period up to its disposal for £550,000 in
June 2000.
The future
Sales of floor coverings have started well in the new
financial year. New products have been launched and,
despite continuing competitive pressures, management
anticipate further improvement in performance this
year.
The spinning division has now stabilised and, despite
the continuing rationalisation of the UK customer base,
management are confident of further growth in machine
yarn sales particularly in North America. The Board
approve capital investment in Clutsom & Kemp and new
machinery has now been commissioned which will increase
both flexibility and capacity.
The hotel has also had a better start to the year and
advance bookings are healthy.
The Group is in a strong position and with the exciting
prospect of the proposed acquisition of Ryalux the
Board considers the Group is well placed to make
progress in pursuit of its declared strategy.
F G Lumb
Chairman
14 September 2000
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2000
2000 1999
£'000 £'000 £'000 £'000
Continuing Discontinued Total
Turnover 41,082 6,498 47,580 48,679
Operating costs 41,531 42,830
33,761 7,770
Operating profit
7,321 (1,272) 6,049 5,849
Loss on disposal of (2,362) -
business (4,662) -
Goodwill written
back
Loss on disposal of
discontinued (7,024) -
operation - 206
Profit on sale of
property (193) (220)
Interest payable
(Loss)/profit (1,168) 5,835
before taxation
Taxation 1,776 1,602
(Loss)/profit for (2,944) 4,233
year
Interim dividend
paid 906 912
1.90p per
share (1999: 1.85p)
Final dividend
proposed 1,780 1,818
3.85p per
share (1999: 3.80p)
Preference dividend - 6
paid _________ _________
Retained
(loss)/profit for (5,630) 1,497
the year
(Loss)/earnings per
share
(Basic and fully (6.19)p 7.96p
diluted)
Adjusted earnings
per share 8.58p 7.63p
There are no recognised gains or loses other than those
disclosed in the consolidated profit and loss account.
CONSOLIDATED BALANCE SHEET
FOR THE YEAR ENDED 30 JUNE 2000
2000 1999
£'000 £'000 £'000 £'000
Tangible fixed
assets 22,652 24,336
Current assets
Stocks 9,935 12,436
Debtors 8,119 9,142
Cash at bank and in
hand 314 239
18,368 21,817
Creditors (due
within one year) 10,703 13,796
Net current assets
7,665 8,021
Total assets less
current liabilities 30,317 32,357
Deferred tax
721 773
29,596 31,584
Equity
shareholders' funds
Called up share 11,556 11,960
capital 499 421
Share premium 2,395 1,938
account
Capital redemption 15,146 17,265
reserve
Profit and loss
account
29,596 31,584
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2000
2000 1999
£'000 £'000 £'000 £'000
Net cash inflow
from operating 9,100 10,032
activities
Servicing of
finance
Interest paid (193) (258)
Dividends paid on
non-equity share - (6)
capital
(193) (264)
Corporation tax (1,220) (2,187)
paid
Capital expenditure
Purchase of
tangible fixed (1,062) (1,181)
assets
Sale of tangible 198 728
fixed assets
(864) (453)
Acquisitions and
disposals
Acquisition of (262) -
business
Disposal of
subsidiary 44 -
undertakings
(218) -
Equity dividends
paid (2,724) (2,994)
3,881 4,134
Financing
Issue of share 131 -
capital (1,151) (4,370)
Repurchase of share
capital - (2,600)
Repayment of bank
loan
(1,020) (6,970)
Increase/(decrease)
in cash 2,861 (2,836)
ANALYSIS OF RESULTS BY CLASS OF BUSINESS
FOR THE YEAR ENDED 30 JUNE 2000
Operating profit/(loss)
before central group
Turnover Costs Net
operating
assets
2000 1999 2000 1999 2000 1999
£'000 £'000 £'000 £'000 £'000 £'000
Floor coverings 22,023 20,445 5,348 4,910 8,416 8,757
Hand knitting and
machine yarns 14,496 14,170 944 622 13,034 12,649
Hotel 4,563 4,465 1,299 1,503 9,424 9,876
Continuing 41,082 39,090 7,591 7,035 30,874 31,282
Curtains and
accessories
(discontinued) 6,498 9,589 (1,239) (906) - 4,846
47,580 48,679 6,352 6,129 30,874 36,128
Central group costs (303) (280)
Operating profit 6,049 5,849
Loss on disposal of
subsidiary (7,024) -
Profit on sale of property
by the hand knitting and
machine yarns division - 206
(975) 6,055
Net interest (193) (220)
(1,168) 5,835
The results of the hand knitting and machine yarns division
include turnover of £538,000 and operating profit of
£28,000 relating to the acquisition of Clutsom & Kemp.
Net operating assets are stated excluding inter-company
financing and are derived from the balance sheet total by
excluding bank borrowings totalling £1,758,000 (1999:
£4,544,000) and excluding deferred consideration of
£480,000 receivable on the disposal of Eversure Textiles.
NOTES
1. The final dividend is payable on 27 November 2000 to
those shareholders on the register of members on 3
November 2000.
2. The above information has been extracted from the
Group's full accounts upon which the auditors have given
an unqualified opinion. The full accounts will be filed
with the Registrar of Companies in due course and will be
posted to all shareholders on 2 October 2000. Further
copies will be available from the Company Secretary at
the registered office at Flanshaw Lane, Alverthorpe,
Wakefield, West Yorkshire, WF2 9ND.