Creston PLC
4 February 2000
CRESTON PLC ('THE COMPANY')
Introduction:
On 19 November 1999, the Company announced that it was in discussions with
Ashtenne Holdings plc ('Ashtenne') in relation to the disposal of some or all
of its property portfolio. Since that date the Company has already disposed of
certain properties for consideration of £4.2 million to third parties.
The Company and its subsidiaries (the 'Group') has now agreed terms with
certain subsidiaries of Ashtenne to dispose of a portfolio of properties ('the
Properties') for consideration of £37.8 million ('the Disposal'). The net book
value of the Properties in the Group's last audited accounts at 30 June 1999
was £36.8 million. Since that date, the Group has incurred further capital
expenditure of £2.0 million on the Properties. The net annual rental income
attributable to the Properties is £3.2 million.
In view of its size the Disposal requires the approval of the Company's
shareholders in general meeting. A circular will be posted to shareholders in
due course, containing details of the Disposal, information on the Properties
and notice of an extraordinary general meeting to approve the Disposal.
Principal terms of the Disposal:
The Disposal is subject to the approval of shareholders. Under the terms of
the disposal agreement, the consideration amounts to £37.8 million, including
indebtedness of £2.7 million to be taken over by a subsidiary of Ashtenne in
relation to one property.
The balance of the consideration of £35.1 million is payable in cash as
follows:
a) £1.0 million was paid as a returnable deposit on (3) February 2000.
b) £21.4 million is payable on (2) March 2000.
c) £12.7 million is payable subject to certain conditions being met in
relation to four properties, by (3) May 2000 in respect of £2.4 million, by 24
June 2000 in respect of £7.5 million, and by (3) February 2001 in respect of
£2.8 million. If these conditions are not met by the dates above, either the
purchasers or the Group may rescind the disposal agreement in so far as it
relates to the respective properties.
Group prospects:
Following the Disposal the Group will repay the remainder of its borrowings,
after which a substantial surplus of cash funds will remain. Steps will be
taken to reduce the Group's overheads to a level below the interest income on
these surplus funds.
The Company will retain only a single property with a net book value of £0.1
million at 30 June 1999. The remaining property comprises of 167 acres of land
at Dougalston golf course and Dowan Farm, Milngavie, near Glasgow. The board
of directors of the Company ('the Board') believes that part of this land has
potential for residential development, subject to planning consent being
obtained, although the Board believes that it is unlikely that residential
consent will be obtained in the short term.
Subject to completion of the Disposal the Board anticipates that an amount
equivalent to the Company's distributable reserves will be paid to
shareholders on or before 31 May 2000 as a dividend. The Board has not decided
whether following such distribution it would still be in the interests of
shareholders to return the balance of the Company's net assets to them by way
of capital reorganisation or whether the Board should seek a new business
activity for the Company.
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