Acquisition,Placing etc
Lawrence PLC
13 February 2002
Lawrence plc ('the Company')
Acquisition, placing, update on drug registrations
and plans to focus group in the animal health market
The directors of the Company (the 'Directors') are very pleased to announce that
the Company has today entered into an agreement to acquire the entire issued
share capital of pet books publisher, Ringpress Publishing Limited,('Ringpress')
(the 'Acquisition') for a maximum consideration of £3.4 million, to be
satisfied by the issue of loan notes the principal element of which will be
guaranteed by the Company's bank. In addition the Company has approved the
proposed placing of 1.35 million new ordinary shares ('Ordinary Shares') (the
'Placing') to fund the Acquisition and provide the Company with additional
working capital.
The Acquisition is conditional upon (a) the sum of £3.4 million (net of
expenses) being raised by way of the Placing to fund the Acquisition and the
Company's working capital requirements; (b) a special resolution being passed by
the Company's shareholders at an Extraordinary General Meeting of the Company
approving the allotment of the placing shares and the disapplication of
pre-emption rights in respect of such allotment; and (c) the Company's bank
agreeing to provide the Company with a Guarantee Facility allowing it to issue
bank guaranteed loan notes.
Ringpress Publishing Limited
Ringpress was established in the autumn of 2001 for the purposes of this
transaction. Its business comprising the publishing and distribution of pet
books was previously carried on by Ringpress Books prior to the transfer of that
business into Ringpress (the 'Business'). The Business has been established for
a number of years and currently comprises the publication of 188 titles
primarily for the pet industry. In addition the Company is proposing to launch
an additional 56 titles over the next two years.
The unaudited accounts of Ringpress Books for the financial year ended 31
December 2000 show that the turnover of Ringpress Books was £1.33 million; the
gross profit was £730,000; and the operating profit before depreciation and
directors' remuneration was £383,000. As at 31 December 2000 Ringpress Books
had £191,480 of stock. As at 15 November 2001 the unaudited management accounts
of Ringpress Books showed turnover for the 46 week period to 15 November 2001 of
£970,000 and £330,000 of stock. No other assets being acquired by Ringpress
other than stock have been attributed a value in either the unaudited management
accounts to 15 November 2001 or the unaudited accounts to 31 December 2000. The
Directors understand that substantially all of the business of Ringpress Books
was represented by the Business.
The Acquisition
The Company has today entered into an agreement to acquire the entire issued
share capital of Ringpress, which has acquired by demerger certain business,
assets, and goodwill of Ringpress Books Limited ('Ringpress Books'). The
maximum consideration of £3.4 million is to be satisfied by the issue of A and B
series loan notes (the 'A Series Loan Notes' and the 'B Series Loan Notes'
respectively), the principal element of each of which will be guaranteed by the
Company's bank.
The A Series Loan Notes to the value of £1.3 million will be issued to the
vendors on completion of the Acquisition, with an interest rate of 0.25% below
the base rate from time to time of the Company's bank. The A Series Loan Notes
will be redeemable between one and four years from their date of issue.
The B Series Loan Notes will be issued to the vendors following the end of the
two year earn-out period, once the amount of deferred consideration due to them
has been determined, with an interest rate of 0.25% below the base rate from
time to time of the Company's bank. The maximum amount of deferred
consideration to be satisfied by the issue of B Series Loan Notes is £2.1
million. The B Series Loan Notes will be redeemable within one and four years
from their date of issue.
The maximum consideration payable to the vendors of Ringpress under the earn-out
is based on a formula of gross profits less a notional charge of £360,000 per
year in respect of overheads. To meet the maximum consideration Ringpress would
need to generate total gross profits of £2.15m, in aggregate, for the two years
ending on 31 January 2004. The Directors consider that the additional operating
overheads of Interpet attributable to the business of Ringpress could in fact be
less than the notional charge of £360,000 referred to above.
The Placing
As referred to above, Charles Stanley & Company Limited has, as agent for the
Company, conditionally placed 1,350,000 new Ordinary Shares with certain
institutional investors at a price of 320p per share, to raise £4.32 million,
less expenses. The Placing is conditional on shareholder approval being
obtained at the Extraordinary General Meeting, to be held on Friday 8th March
2002 and on the agreement in relation to the Acquisition being entered into and
remaining in full force and effect. Immediately prior to the Placing there will
be 7,176,324 ordinary shares of £0.10 each in issue and following the Placing
there will be 8,526,324 ordinary shares of £0.10 each in issue. Application
will be made for the new Ordinary Shares to be admitted to trading on AIM and
admission is expected on Monday 11th March 2002.
The proceeds of the Placing, net of fees and expenses incurred by the Company in
connection with the Placing and the Acquisition, will be used to cash
collateralise the A Series Loan Notes to be issued to the vendors of Ringpress
on completion of the Acquisition and to cash collateralise the B Series Loan
Notes to be issued in respect of any deferred consideration due to the vendors
of Ringpress following the earn-out, with the balance of approximately £600,000
being used for general working capital purposes.
Application will be made for the new Ordinary Shares to be admitted to trading
on AIM and admission is expected on Monday 11th March 2002.
Future Plans
Following the Acquisition, it is the Directors' intention to combine the
Business with the publishing activities of the Interpet Division. The Directors
consider that at some point in the future it may be in the best interests of
shareholders to consider the possible flotation, possibly by way of a demerger
to shareholders, of the enlarged Interpet Division. This would allow the
Company to focus on the animal health care and feed additives market where the
Directors consider that the Company and its subsidiaries have good growth
prospects. The Directors believe that as separate entities the overall rating
of the Company and its subsidiaries, and of a stand alone Interpet, may improve,
especially as the Company's animal health subsidiary, Eco Animal Health ('Eco'),
has strong growth potential, subject to the success and timing of drug
registrations.
The Directors are pleased to announce that Eco has, since September 2001, been
awarded registrations in the UK and Belgium for its branded drug Ecomectin, used
for the control of parasites in animals. This is in addition to European
registrations already granted in Ireland, Denmark, Germany and Austria. The
Directors are also delighted to be able to inform you that good progress has
been made in relation to the registration of the new drug, Aivlosin and that in
December 2001 the Company answered all of the questions asked at the time by the
European Medicines Agency ('EMA') regarding these registrations applications.
As Aivlosin is a new drug in Europe, a new drug registration granted by the EMA
would allow it to be sold in the whole of the European Union. The Directors
consider Aivlosin, which has a number of advantages over competing products, has
the potential to be a major contributor to sales and profits of Eco over the
medium term. The Company is also in the process of applying for registration of
Aivlosin in the important US market. Aivlosin is a macrolide antibiotic used to
treat respiratory disease in pigs and poultry and the Company holds a patent on
this drug for certain other applications.
For more information on Aivlosin and Ecomectin please visit
www.ecoanimalhealth.com.
Commenting on the acquisition, Peter Lawrence the Group Executive Chairman said
'this acquisition should enable our Interpet Division to get to a size where it
can operate independently. This means that the Company and its subsidiaries
could be in a position to refocus as a dedicated animal health care and feed
additives group. We firmly consider that as separate entities the overall
rating of the Company and its subsidiaries, and the stand alone Interpet would
improve especially as our animal health company Eco has explosive growth
potential only subject to the timing of drug registrations'.
13th February 2002
Enquiries: Charles Stanley & Company Limited 020 7739 8200
Robert Corden
Lawrence plc 020 8336 0909
Peter Lawrence
Notes
This document has been issued by and is the sole responsibility of Lawrence plc
and its directors who accept responsibility accordingly. The contents of this
document have been approved solely for the purposes of section 21 of the
Financial Services and Markets Act 2000 by Charles Stanley & Company Limited
('Charles Stanley'), which is regulated in the UK by the Financial Services
Authority. Charles Stanley is acting for Lawrence plc and no one else in
connection with the Placing and will not be responsible to any person other than
Lawrence plc for providing the protections afforded to customers of Charles
Stanley or for providing advice in relation to the Placing.
This announcement does not constitute, or form part of, any offer to sell or
issue or the solicitation of any offer to buy or subscribe for Ordinary Shares.
This announcement is not an offer of Ordinary Shares for sale in the United
States, Canada, Australia or Japan. The Ordinary Shares referred to in this
announcement have not been and will not be registered under the US Securities
Act of 1933 (as amended) or under the applicable securities laws of Canada,
Australia or Japan and, subject to certain exceptions, may not be offered or
sold within the United States of America, Canada, Australia or Japan. The
distribution of this announcement and the Placing and/or issue of Ordinary
Shares in certain jurisdictions may be restricted by law. No action has been
taken by Lawrence plc or Charles Stanley that would permit an offer of such
Ordinary Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by Lawrence plc and Charles
Stanley to inform themselves about and to observe any such restrictions.
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