Pentagon Protection PLC
15 May 2006
PENTAGON PROTECTION PLC
Disposal of Automotive Division in line with overall restructuring
Pentagon Protection Plc ('Pentagon' or 'the Company'), the supplier of
specialist window films and exclusive anchoring systems to flat glass, for
enhanced security and bomb-blast protection, announces that it has disposed of
its loss-making automotive division Pentagon GlassTech Ltd. (PGT) and its
related automotive franchising division Pentagon GlassTech Franchising Ltd.
(PGTF), for a nominal cash amount inclusive of all liabilities.
The businesses have been sold to the existing management, Peter Mukherjee and
Geoffrey Russell, the original founders of the divisions.
The disposal of the automotive division confirms the strategic restructuring and
divestment that the Company intended, announced on 24 February, to improve its
sustainable growth prospects for the future. The division has incurred
substantial losses over the last two years. Its disposal will enable Pentagon to
focus entirely on its commercial flat glass business that offers the highest
potential for generating profits.
The commercial flat glass division's revenue in the first quarter 2006 saw the
contribution of overseas sales increase significantly to 50% of all sales, up
from 20% in the same period of 2005. Demand for blast and weather protection
film application on buildings is growing rapidly around the world and Pentagon
is determined to take full advantage of this. The Company already has offices in
the UK, continental Europe, the Middle East, and has signed a distribution
agreement with Mr. ElZayn, Chairman of Allegiance Holdings LLC, for the sale and
distribution of the Company's products in the US. The Company will look to open
more offices and sign distributor deals around the world in 2006.
Graham Bannerman, Chief Executive of Pentagon commented: 'The disposal of these
businesses is part of our ongoing strategic restructuring and we are very
pleased to have completed the sale. The Senior management will now be able to
focus all their efforts on growing the core business and we are excited about
the prospects for growth in this area.'
As Geoffrey Russell was a director of Pentagon within the last twelve months,
the transaction is a Related Party Transaction under the AIM Rules. The
directors of Pentagon consider, having consulted with its nominated adviser
Seymour Pierce Limited, that the terms of the transaction are fair and
reasonable insofar as its shareholders are concerned.
Transaction details
1. The sale of 100% of the share capital of Pentagon GlassTech Ltd. (PGT), and
Pentagon GlassTech Franchising Ltd. (PGTF).
2. The business of PGT is the supply and fitment of window films to motor
vehicles and the business of PGTF is the provision of licenses and
franchises for the supply and fitment of window films to motor vehicles.
3. Losses for both companies in the financial year ended 30 September 2005
totalled £778,770.
4. Net assets of PGT at 30 September 2005 were £(1,562,709) and net assets of
PGTF at 30 September 2005 were £504,839.
5. The companies were sold for a level of consideration that the directors felt
represented fair value at the current time for the shareholders of Pentagon.
6. Related parties: Mr Mukherjee holds 4,137,791 shares in Pentagon. Mr Russell
holds 4,237,791 shares in Pentagon. Mr Mukherjee and Mr Russell jointly own
100% of the share capital of the acquiring company Pentagon GlassTech UK
Ltd.
Mr Mukherjee will no longer have any involvement with the Company. Mr Russell
will continue with the Company but will have no involvement in the day to day
running of PGT and PGTF.
ENDS
Enquiries:
Pentagon Protection Plc
Graham Bannerman, Chief Executive T. 020 8749 9749
Ben Knowles T. 020 7786 9600
ben.Knowles@binnspr.co.uk M. 07900 346 978
This information is provided by RNS
The company news service from the London Stock Exchange
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