Acquisition
Comland Commercial PLC
7 June 2002
Comland Commercial PLC
7 June 2002
COMLAND COMMERCIAL PLC
PROPOSED ACQUISITIONS AND ISSUE OF NEW ORDINARY SHARES
Comland Commercial PLC (the 'Company' or 'Comland') announces the proposed
acquisition of 100% of the issued share capital of Janico Limited, Latham
Investments Limited, Anglers Court Limited and Copystation Limited (together the
'Target Companies') (the 'Acquisitions').
The Target Companies own properties, all of which are located within Comland's
core geographical area and are of a type and size that fit with the Company's
existing commercial portfolio and acquisition strategy.
The Acquisitions will allow Comland to secure properties comprising a mix of
office, retail and industrial space with an aggregate open market value of £12.7
million and producing an aggregate rent of approximately £964,000 per annum. In
acquiring the Target Companies, Comland will take on third-party debt secured on
the properties, which at 31 March 2002 totalled £9.79 million. Further details
of the properties are set out in the Appendix.
The aggregate net asset value of the Target Companies at 31 March 2002 was
£2,898,644, after adjusting for independent valuations of the underlying
properties conducted in March and April 2002, and the aggregate net profit after
taxation for the year ended 31 March 2002 was £559,760.
Comland has agreed to acquire the entire issued share capital of the Target
Companies in return for new ordinary shares in Comland. The number of Comland
new ordinary shares to be issued will be equivalent in value to the aggregate
net asset value of the Target Companies at completion, based on the average
closing mid-market price of Comland ordinary shares for the 10 business days up
to and including 31 May 2002 (the business day before the commencement of
Comland's close period under the AIM Rules).
Based on the aggregate net asset value of the Target Companies at 31 March 2002,
the total purchase price for the Acquisitions will be £2,898,644. At 349p
(being the average closing mid-market price of Comland ordinary shares for the
10 business days up to and including 31 May 2002) this would result in the issue
of 830,081 new ordinary shares in Comland which represents approximately 22.4%
of the current issued share capital. At completion Comland will issue 747,073
new ordinary shares being equivalent to 90% of the aggregate net asset value of
the Target Companies at 31 March 2002. The balance of the new ordinary shares
due as consideration will be issued, or a cash repayment will be made, following
the aggregate net asset value of the Target Companies at completion having been
agreed.
The Acquisitions and the issue of new ordinary shares are conditional, inter
alia, upon the approval of ordinary shareholders in Comland at an Extraordinary
General Meeting ('EGM') expected to be held on 28 June 2002.
A shareholder vote is required because, under Section 320 of the Companies Act
1985, the Acquisitions constitute substantial property transactions with a
director, by virtue of Mr S J Crossley, the Chairman and Chief Executive of
Comland, having interests in the Target Companies as follows:
• Mr S J Crossley is a discretionary beneficiary of the Veronica
Sevegrand Guernsey Discretionary Settlement and the Veronica Sevegrand (No.2)
Guernsey Discretionary Settlement, which own the entire issued share capital of
Janico Limited and Latham Investments Limited respectively;
• Mr S J Crossley is a trustee of the S J Crossley No. 1
Settlement Trust, which owns the entire issued share capital of Anglers Court
Limited; and
• Mr S J Crossley is the sole shareholder of Recallgrade Limited
which owns the entire issued share capital of Copystation Limited.
In addition Mr C G Martin, Financial Director of Comland, is a director of
Anglers Court Limited, Recallgrade Limited and Copystation Limited and Mr A J
Ilsley, Managing Director of Comland, is a director of Anglers Court Limited and
Copystation Limited.
As a result of these interests, the Acquisitions are related party transactions
under the AIM Rules.
The Independent Directors of Comland (who exclude Mr S J Crossley, Mr A J Ilsley
and Mr C G Martin) consider, having consulted with Andersen Corporate Finance,
that the Acquisitions are fair and reasonable insofar as the shareholders of
Comland as a whole are concerned. In the course of this consultation Andersen
Corporate Finance has placed reliance on the Independent Directors' commercial
assessment of the Acquisitions.
A circular with further details of the Acquisitions and the arrangements for the
EGM is expected to be posted to shareholders on 10 June 2002.
Enquiries:
Christopher Martin 01494 689 300
Andersen Corporate Finance, which is regulated by the Financial Services
Authority, is acting exclusively as Nominated Adviser to Comland Commercial PLC
and no-one else in connection with the Acquisitions and will not regard any
other person as its client or be responsible to any person other than Comland
Commercial PLC for providing the protections afforded to clients of Andersen
Corporate Finance or for giving advice to any such person in relation to this
announcement.
APPENDIX - INFORMATION ON THE PROPERTIES
Four industrial units on two sites situated on Wessex Road, Bourne End, Bucks -
Three of the units, units A, B & C, are freehold. They are located on one site
and comprise a total of 20,667 sq.ft. of factory and office space. These units
are subject to a number of short term leases. The site has planning permission
for the development of two office buildings of 16,675 sq.ft. in total. The
fourth unit, unit 4, is held on a 999 year lease and is a modern warehouse and
office building let to a single tenant until 2009. These properties have been
independently valued at a total of £2.2 million.
St John's Court - A modern, recently refurbished office building in the centre
of High Wycombe. The building, comprising 21,730 sq.ft. of office space, is let
until 2008 to Lex Service Plc and benefits from secure, private parking. Also
included within this freehold are four listed buildings which have been sold off
on long leases. This property has been independently valued at £5 million.
The freehold of a parade of retail and office properties in Marlow Town Centre -
The properties comprise 6,180 sq.ft. of office space and 3,832 sq.ft. of retail
space arranged in six retail outlets. The properties are all subject to leases
of between nine and thirteen years. These properties have been independently
valued at £3.1 million.
The freehold of a modern detached industrial building in Wooburn Green, Bucks -
The building comprises 31,157 sq.ft. of warehouse, production and office space
and is let until 2012 to Avery Dennison (UK) Limited. The property has been
independently valued at £2.4 million.
This information is provided by RNS
The company news service from the London Stock Exchange