Issue of Equity
Big Yellow Group PLC
4 May 2001
BIG YELLOW GROUP PLC
4 MAY 2001
NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN
Big Yellow Group PLC ('Big Yellow' or the 'Company') today announces its
Preliminary Results for the year to 31 March 2001 and a Placing and Open Offer
to raise approximately £22.8 million, net of expenses.
Highlights
* Big Yellow has now established itself as a leading brand in the UK's
self-storage sector
* Placing and open offer of 19.3 million New Ordinary Shares at a price of
122 pence per share raising approximately £22.8 million (net of expenses)
* On track to achieve the Group's target of 50 stores in the UK, with 23
committed
* Initial expansion into mainland Europe
* Customer base has risen to 3,900 from 1,700
* Trading for the year to 31 March 2001 ahead of expectations
* Annualised revenue £5.6 million (2000 - £2.0 million) +182%
* Turnover for the year £4.2 million (2000 - £1.3 million) +211%
* Loss for the year £1.8 million (2000 - loss £2.2 million)
Introduction
Big Yellow proposes to raise approximately £22.8 million (net of expenses) by
means of a placing and open offer of 19,297,076 New Ordinary Shares at a price
of 122 pence per share. Qualifying Shareholders will have the right to apply
at the issue price for the New Ordinary Shares under the Open Offer, on the
basis of 1 New Ordinary Share for every 5 Ordinary Shares held by them at the
Record Date.
The New Ordinary Shares will be offered at the Issue Price to Qualifying
Shareholders on a pre-emptive basis under the terms of the Open Offer. The New
Ordinary Shares the subject of the Open Offer, to the extent they are not
taken up by Qualifying Shareholders, will be taken up by institutional
shareholders under the terms of the Placing at the Issue Price. Cazenove has
underwritten the issue of all the New Ordinary Shares. Cazenove and the
Company have received irrevocable undertakings from the Directors, their
connected persons and certain other shareholders not to take up their
entitlements to shares under the Open Offer in respect of 13,489,536 New
Ordinary Shares in aggregate. These shares will be placed firm with
institutional investors under the terms of the Placing.
Information on Big Yellow
Big Yellow is one of the leading self-storage groups in the United Kingdom.
The business operates from 12 stores concentrated in London and the south of
the UK with a further 11 under construction or awaiting fit out.
Big Yellow has sought to differentiate itself from the established
self-storage businesses by operating from prominent stores that are located on
arterial or main roads, with extensive frontage and high visibility. The
stores are highly branded, predominantly painted yellow and carry distinctive
signage. Through its choice of sites, which tend to be in areas where there is
a mobile and affluent local population, and selective target marketing, the
Group is seeking to increase the awareness of both its own brand and
self-storage as a service.
Big Yellow caters for both domestic and commercial customers and offers
flexible terms on both the amount of space and occupation periods.
Background to and reasons for the Placing and Open Offer
When Big Yellow was floated 12 months ago on AIM, the Directors' strategy was
to undertake a substantial expansion programme which, subject to market
conditions, would grow the Group's committed stores in the UK to 50 over a
three year period. Big Yellow remains on track to achieve this aim with 12
stores now operational and a further 11 sites now committed for opening over
the coming months with a further 2 sites under offer with terms agreed.
The Company raised £43.6 million in its flotation last year and the Placing
and Open offer announced today will raise a further £22.8 million (net of
expenses). We also announce today that National Westminster Bank Plc has
agreed to provide Big Yellow with a new £20 million committed facility. This
facility is subject to drawdown within 12 months and is for a term of four
years. As at 31 March 2001, the Group had net cash balances of £11.0 million.
These combined resources will enable us to maintain our planned rate of
expansion in the UK and, as described further below, provide us with the
financial resources to establish a foothold in mainland Europe.
The new bank facility announced today indicates our expectation that we
anticipate that the level of borrowings will increase as the business grows
and revenues rise. However, we continue to believe that Big Yellow should be
conservatively financed, preferably with equity, through the initial stage of
growth.
Mainland Europe
As the number of stores operated in the UK has increased, the benefits of
scale in relation to operational gearing have become very apparent. This has
focused our effort on securing larger sites which are capable of accommodating
an average of 50-60,000 sq ft of net storage. Pursuing this aim has vindicated
our strategy of locating half our stores in the London area. Looking forward
it is likely that, in order to maintain this approach, our focus will be on
operating in the larger urban conurbations which can support stores of this
scale. These markets also benefit from significant barriers to entry due to
the shortage and price of appropriate real estate.
To this end, we believe that serious consideration needs to be given to
expansion into mainland European cities. Management is therefore undertaking
comprehensive research into the market potential, which needless to say will
be balanced by the risks associated with foreign expansion and of management
distraction in the UK.
In considering our potential financial exposure in this area we are fully
cognisant of both our commitments in the UK and the risks of rapid expansion.
We are likely to pursue this strategy with partners who will both share the
financial risk and, where appropriate, bring knowledge of local markets.
Preliminary results
The Company has today announced in a separate announcement its audited
preliminary results for the year ended 31 March 2001.
Turnover for the year was £4.2 million, a rise of 211%. Additional revenue of
£231,000 was derived from an insurance claim, giving total revenue of £4.4
million. At the year end, underlying revenues on an annualised basis have
risen to £5.6 million, an increase of 182% compared to the previous year.
The Group has incurred a pre-tax and pre-exceptional loss of £1.5 million for
the twelve months, with a further exceptional loss of £300,000, charged in the
period for the relocation of the Staples Corner store, in all totalling £1.8
million.
This performance is ahead of expectations due to a combination of strong
trading from our open stores and a lower than expected depreciation charge.
Results for the next two years will inevitably be affected by the start up
costs associated with our store opening programme and an increase in the
depreciation charge as new stores open.
Current Trading and Prospects
Since 31 March 2001 all stores have performed strongly and both occupancy and
revenue are ahead of budget.
Big Yellow has now established itself as a leading protagonist in the UK's
self-storage sector. We have a strong emerging brand with an unparalleled
portfolio of stores in location and quality terms. Most importantly, we have a
strong team of people at both the stores and head office.
As indicated at the time of the flotation the Directors' current intention is
that the Company will seek admission to the Official List in the first half of
2002.
Details of the Placing and Open Offer
Cazenove has agreed, as agent for the Company, to make the Open Offer under
which Qualifying Shareholders may apply for 19,297,076 New Ordinary Shares at
the Issue Price on the basis of:
1 New Ordinary Share for every 5 Existing Ordinary Shares
held on the Record Date and so in proportion for any other number of Existing
Ordinary Shares then held, rounded down to the nearest whole number of New
Ordinary Shares. Qualifying Shareholders may apply for any number of New
Ordinary Shares up to their maximum entitlements as set out on their
Application Forms.
The New Ordinary Shares will be offered at the Issue Price to Qualifying
Shareholders on a pre-emptive basis under the terms of the Open Offer. The New
Ordinary Shares the subject of the Open Offer, to the extent they are not
taken up by Qualifying Shareholders, will be taken up by institutional
shareholders under the terms of the Placing at the Issue Price. Cazenove and
the Company have received irrevocable undertakings from the Directors, their
connected persons and certain other shareholders not to take up their
entitlements to shares under the Open Offer in respect of 13,489,536 New
Ordinary Shares. These shares will be placed firm with institutional investors
under the terms of the Placing.
Cazenove, as agent of the Company, shall procure subscribers for the New
Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer
or, failing that, will subscribe as principal for the New Ordinary Shares to
the extent that these shares are not subscribed for by investors under the
Placing.
The New Ordinary Shares will be allotted as fully paid in registered form and
at the time of the issue will rank pari passu in all respects with the
Existing Ordinary Shares including the right to receive any dividend declared
or paid on the Ordinary Shares after Admission.
The Placing and Open Offer are conditional, inter alia, on the Underwriting
Agreement having become unconditional in all respects and not having been
terminated in accordance with its terms. The Underwriting Agreement is
conditional, inter alia, on Admission. It is expected that Admission will
become effective and dealings in the New Ordinary Shares will commence on 1
June 2001. If the conditions of the Placing and Open Offer are not fulfilled
on or before 8.30a.m. on 1 June 2001 (or such later date, being not later than
8.30a.m. on 8 June 2001, as Cazenove may decide), application monies will be
returned to applicants without interest as soon thereafter as is practicable.
Directors' Intentions and Irrevocable Undertakings
All of the Directors and certain of their connected persons have irrevocably
undertaken not to take up any of their entitlements to an aggregate of
5,860,356 New Ordinary Shares representing 30.4% of the total New Ordinary
Shares.
At the time of the flotation the Directors gave an undertaking not to dispose
of their existing Big Yellow Shares for a period of at least 12 months from
May 2000 or until publication of the Group's audited results for the year
ended 31 March 2001. The Directors have now extended this commitment to
publication of the Group's interim results for the 6 months ended 30 September
2001. These restrictions will continue thereafter for a period of 12 months in
relation to 50% of each of the Directors' holdings. Under certain limited
circumstances, or with the consent of Cazenove, these restrictions may be
waived.
The Prudential Insurance Company of America, its subsidiaries and funds
managed by them and TR Property Investment Trust PLC have also irrevocably
undertaken not to take up their entitlements to 5.6 million and 2.0 million
New Ordinary Shares representing 29.17% and 10.36% of the total New Ordinary
Shares respectively.
Further Information
Today, shareholders are being sent a Prospectus giving details of the Placing
and Open Offer and an Application Form to subscribe for their entitlement to
New Ordinary shares under the Open Offer.
Expected Timetable for the Placing and Open Offer
Record Date for entitlements: close of business on 2 May 2001
Prospectus and Application Form posted to Qualifying Shareholders: 4 May 2001
Latest time and date for receipt of completed Application Forms and payment in
full under the Open Offer: 3.00 p.m. on 29 May 2001
Dealings expected to commence in the New Ordinary Shares and CREST accounts
credited: 1 June 2001
Definitive certificates for New Ordinary Shares expected to be despatched by:
8 June 2001
Enquiries
Nicholas Vetch (Chief Executive), Big Yellow - 01276 470190 / 07768 156575
(mobile)
James Gibson (Finance Director), Big Yellow - 01276 470190
Richard Cotton, Cazenove & Co. Ltd - 020 7588 2828
Dermot McKechnie, Cazenove & Co. Ltd - 020 7588 2828
Notes
Cazenove & Co. Ltd, which is regulated by The Securities and Futures Authority
Limited, is acting exclusively for Big Yellow and no one else in connection
with the Placing and Open Offer and will not be responsible to anyone other
than Big Yellow for providing the protections afforded to customers of
Cazenove & Co. Ltd or for giving advice in relation to the Placing and Open
Offer.
The contents of this press release, which have been prepared by and are the
sole responsibility of Big Yellow, have been approved by Cazenove & Co. Ltd
solely for the purposes of Section 57 of the Financial Services Act 1986.
Words and expressions defined in the Prospectus have the same meaning when
used in this announcement.
The information contained herein is not for publication or distribution to
persons in the United States, Canada, Australia or Japan. The securities
referred to herein have not been and will not be registered under the US
Securities Act of 1993, as amended, and may not be offered or sold in the
United States, without registration thereunder or pursuant to an available
exemption therefrom. No public offering of the Company's shares is being made
in the United States.