Leeds Group PLC
14 October 2005
Leeds Group plc ('the Company')
Disposal of the entire issued share capital of Leeds Leasing plc ('Leeds
Leasing')
Introduction
The Company is pleased to announce that Leeds Group plc has entered into a
conditional agreement for the disposal, to Bibby Asset Finance Limited, of the
entire issued share capital of Leeds Leasing, the Company's wholly owned
subsidiary that is engaged in the leasing of business equipment (the
'Disposal').
The aggregate consideration payable (including the repayment of inter-company
loans) is in excess of 75 per cent. of the Company's market capitalisation
immediately prior to announcement of the Disposal and so the Disposal requires
the approval of shareholders of the Company at the Extraordinary General Meeting
('EGM') convened for 31 October 2005.
Background to and reasons for the Disposal
In April 2004 the Company announced that it was in discussions which may have
led to the sale of the group's two businesses and although those discussions
were subsequently terminated in September of 2004, the Board believed that,
subject to realising appropriate value for shareholders, the future for the
group's businesses could be best served as part of larger organisations. The
Board still believes that this strategy is in the best interests of the group
and has agreed terms with Bibby Asset Finance Limited for the sale of the entire
issued share capital of Leeds Leasing.
Following the Disposal, the Company's only operating business will be
Hemmers-Itex, the textile business selling, throughout Europe, fabric that has
been mainly imported from the Far East. The Board intends to review its options
for the future strategy of the group and will make a further announcement in due
course.
The Board has not yet determined any specific application for the proceeds of
the Disposal and, in the short term, the proceeds will either be placed on
deposit or applied towards the general working capital requirements of the
Company.
Key terms of the Disposal
The consideration for the Disposal is £3.7 million to be satisfied in cash on
completion of the Disposal. £500,000 of the consideration will be paid into a
retention account and held in escrow for a period of 18 months following
completion. The monies in the retention account will be used to satisfy any
warranty claims arising under the sale and purchase agreement.
In addition, Bibby Asset Finance Limited has agreed to take an assignment of the
inter-company loan owed to the Company by Leeds Leasing for £1.35 million
payable immediately following completion of the Disposal.
Carol Roberts will resign from the Board on completion in order to continue in
her role as managing director of Leeds Leasing. The Board would like to thank
Carol for her contribution to the group since she joined us in June 2004.
Information on Leeds Leasing
For the year ended 30 September 2004, Leeds Leasing made a loss before tax and
exceptional items of £61,000 on turnover of £2.849 million. The net assets of
Leeds Leasing at 30 September 2004 were £3.851 million.
Extraordinary General Meeting
The Disposal is conditional upon, inter alia, the approval of shareholders,
which is to be sought at an Extraordinary General Meeting convened for 11.30
a.m. on 31 October 2005.
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Further Enquiries:
Leeds Group plc
Malcolm Wilson 0113 391 9000
Seymour Pierce Limited
Sarah Wharry 020 7107 8000
This information is provided by RNS
The company news service from the London Stock Exchange
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