Proposed Subscription
Mulberry Group PLC
17 August 2000
MULBERRY GROUP PLC ('MULBERRY' OR THE 'COMPANY' OR THE
'GROUP')
PROPOSED SUBSCRIPTION FOR £7.6 MILLION BY CHALLICE
LIMITED ('CHALLICE'), A COMPANY WHOLLY OWNED BY THE ONGS
JOINT VENTURE COMPANY TO BE SET UP IN THE UNITED STATES
Mulberry announces today that, subject to shareholder
approval, it has entered into an agreement under which an
international organisation specialising in luxury goods
and fashion, owned by Mr Ong Beng Seng and Mrs Christina
Ong, has agreed to invest £7.6 million in the UK Group.
In addition to the proposed investment Mulberry and the
Ongs will enter into a joint venture agreement to
establish a business in the US to promote and sell
Mulberry's products (the 'Joint Venture').
The initial objective of the Joint Venture is to open
five points of sale for Mulberry products in the United
States, one of which is to be a flagship store in
Manhattan, New York.
This will enable Mulberry to enter the American market
with substantial financial backing, limited risk, but a
50% share of the ongoing business. The development of
the US market has been an objective of the group for a
number of years, and the Joint Venture will enable the
market to be developed within the limited risk criteria
set by the directors.
Mulberry and the Ongs will each own one half of the
shares in the US Joint Venture company and will each
invest US $1 million as equity and loan capital, on
identical terms to each other. Substantial funding in
excess of the initial capital of US $2 million will be
required to develop the US business. All additional
funding required will be lent to the Joint Venture by the
Ongs or an entity associated with the Ongs.
Roger Saul, Chairman and Chief Executive of Mulberry
commented:
'We already have a loyal following of US customers. The
formation of a joint venture company targeting the United
States market has been a key objective for a number of
years and this can now be completed by Mulberry with
considerable financial backing and also on a limited risk
basis. The Ongs have a very successful retail business in
the US with an experienced management team and
established logistics. This is a great opportunity for
Mulberry.'
'The joint venture with the Ongs represents the
conclusion of the first phase of the strategy to build
Mulberry into a world brand, following on from existing
partnerships with Kravet in the United States on home
furnishings and Toray Industries in Japan.'
FOR FURTHER INFORMATION:
Richard Thompson / Mark Taylor
Teather & Greenwood Limited 020 7426 9000
David Wynne-Morgan
WMC Communications 020 7591 3999
MULBERRY GROUP PLC ('MULBERRY' OR THE 'COMPANY' OR THE
'GROUP')
PROPOSED SUBSCRIPTION FOR £7.6 MILLION BY CHALLICE
LIMITED ('CHALLICE'), A COMPANY WHOLLY OWNED BY THE ONGS
JOINT VENTURE COMPANY TO BE SET UP IN THE UNITED STATES
INTRODUCTION
Mulberry announced today that, subject to shareholder
approval, it has entered into an agreement under which
Challice has conditionally agreed to invest £7.6 million
in the Company, by subscribing in cash for 15,000,000 new
ordinary shares at a price of 32 pence per share and
8,000,000 new preference shares at a price of 35 pence
per share. On completion of the proposed investment
Mulberry and Challice will enter into a joint venture
agreement to establish a business in the US to promote
and sell Mulberry's products (the 'Joint Venture').
TERMS OF THE SUBSCRIPTION
In accordance with the terms of the subscription
agreement, Challice, wholly owned by the Ongs, will
subscribe in cash for 15,000,000 new ordinary shares at a
price of 32 pence per share and 8,000,000 new preference
shares at a price of 35 pence per share. On completion of
the subscription, Challice will hold 41.7 per cent of the
Company's issued ordinary shares and will appoint two non-
executive directors, Mr Tom Vaughan and Mr Bernard Heng
to the Board of Mulberry. The management team at
Mulberry remains unchanged. Roger Saul retains the
position of Chairman and Chief Executive. Assuming all of
the new preference shares are converted into ordinary
shares, Challice would hold a maximum of 52.3 per cent of
the Company's issued share capital. The preference shares
can only be converted after two years provided that the
Joint Venture Company has opened five outlets including a
flagship store in Manhattan.
The subscription is conditional upon the passing of the
special resolution at the extraordinary general meeting
of the Company to be convened for 11 September 2000 and
on admission of the new ordinary shares to trading on
AIM.
THE JOINT VENTURE
The Joint Venture's initial objective is to open five
points of sale for Mulberry products in the United
States, one of which is to be a flagship store in
Manhattan, New York.
Mulberry and Challice will each own one half of the
shares in the Joint Venture Company and will each invest
US $1 million as equity and loan capital, on identical
terms to each other. To the extent that more than US $2
million is required, it will be lent to the Joint Venture
by or an entity associated with Challice
INFORMATION ON CHALLICE
Challice is a private limited company incorporated in
Gibraltar, which is wholly owned by Mr. Ong Beng Seng and
Mrs. Christina Ong. Their family businesses, which
operate world wide, include oil trading, real estate
development, hotel development and ownership and luxury
branded goods.
BACKGROUND TO AND REASONS FOR THE SUBSCRIPTION
The directors believe that the proposed Subscription
brings three major benefits to the Group:
1.The balance sheet will be substantially degeared by the
cash injection of £7,600,000. The net bank borrowings of
the Group at 31 March 2000 were £7,700,000. As a result,
the Group will have substantial facilities available for
its future development following completion of the
transaction.
2.The Joint Venture to develop the US market for
Mulberry's products will enable the Group to enter this
market with substantial financial backing on a limited
risk basis whilst enjoying a 50 per cent. share in the
on-going business. A key element of the Joint Venture
is that Mulberry's financial exposure is limited to the
investment of US$1 million. The development of the US
market has been an objective of the Group for a number
of years and the Joint Venture achieves both the market
development opportunity and the limited risk criteria
set by the directors.
3.The Group will have access to a strong international
business network, which has particular strengths in the
Far East, the US and in the UK.
Mulberry has previously announced significant
international partnerships with Kravets in the United
States, to licence its fabric, wallpapers and soft
furnishings and Toray Industries in Japan. The Joint
Venture with Challice represents the successful
conclusion of the first phase of the strategy of building
Mulberry as a world-wide brand through partnerships with
major international organisations, which add specific
complementary skills and resources to the Group.
FURTHER INFORMATION
In view of the size of the proposed subscription by
Challice, the subscription is conditional, inter alia,
upon the approval of shareholders and admission of the
new ordinary shares to trading on AIM. Furthermore,
under Rule 9 of the City Code on Takeovers and Mergers,
unless a specific waiver is obtained from the Panel on
Takeovers and Mergers and approved by shareholders, on a
poll, Challice would normally be obliged to make a
mandatory offer for the Company.
A circular will be issued by Mulberry and sent to
shareholders today giving further details of the proposed
subscription and joint venture with Challice and
convening an extraordinary general meeting of the
Company. At the extraordinary general meeting a Special
Resolution will be proposed to seek Shareholders' consent
to:
a waiver of Rule 9 by the Panel;
the proposed subscription by Challice for the new
ordinary shares and the new preference shares;
increase the authorised share capital of the Company to
allow the proposed subscription to proceed and give the
directors authority to allot the new shares; and
the adoption of new articles of association by Mulberry.
For further information:
Richard Thompson / Mark Taylor
Teather & Greenwood Limited 020 7426 9000
David Wynne-Morgan
WMC Communications 020 7591 3999