R.E.A.Hldgs PLC
11 May 2000
R.E.A. HOLDINGS PLC ('REA')
Sale of Businesses of Merchanting Subsidiaries
Highlights
- Sale of goodwill and fixed assets of the REA group's fibre merchanting
division for £400,000.
- Realisation and discharge of retained stock and debtors and retained
creditors of the businesses expected to result over a period in a net
release of working capital of £800,000
- Disposal in line with established REA policy of increasingly focusing on
REA's major Indonesian oil palm development and progressively divesting
other interests
- Sale proceeds and capital release to be applied towards completing the
financing of the Indonesian development.
Detail
REA announces that contracts have today been exchanged for the sale by its
wholly owned subsidiary, Wigglesworth & Co Limited, and that company's own
wholly owned subsidiary, REAT Belgium NV, of the goodwill and undertakings of
the merchanting and distribution businesses ('the businesses') of those
companies ('the vending subsidiaries').
The businesses are principally engaged in the merchanting and distribution of
sisal, abaca (also known as manila hemp) and flax raw fibres and products. These
are acquired mainly from growers and manufacturers in the principal producing
areas (East Africa and Brazil for sisal, Ecuador and the Philippines for abaca,
and Continental Europe, Russia and China for flax). The fibres and products are
then onsold to manufacturers and wholesalers worldwide. In addition to the
fibre business, the businesses also periodically procure and onsell fibre
processing machinery and parts (largely as an ancillary service to fibre
suppliers and customers).
Under the terms of sale, the businesses will be sold to the buyer together with
all fixed assets used in the businesses and the benefit and burden of all
outstanding unperformed contracts (together with any prepayments relating to
those contracts). The vending subsidiaries will otherwise retain the stock,
debtors and creditors of the divested undertakings and such stock, debtors and
creditors will be realised for the benefit of, and settled by, those
subsidiaries. For a period of nine months following completion, stocks may be
sold to the buyer of the businesses as necessary to meet sale contracts of the
businesses. The buyer has undertaken within this period to procure the sale of
all stock.
As consideration for the sale, the vending companies will receive £300,000 in
respect of goodwill and the net book value of the fixed assets sold, projected
to amount to approximately £100,000. The vending subsidiaries will also receive
a royalty of 3/4 per cent of invoiced sales for the 12 months to 31 May 2002
(subject to a maximum of £100,000) and thereafter for a further two years a
royalty of 1/2 per cent of invoiced sales for each year (subject to a maximum of
£50,000 in each year). Post completion sales of stock will be made on the basis
of market value at completion plus carrying costs.
The overall consideration of £400,000 for goodwill and fixed assets compares
with the net book value of such goodwill and fixed assets of some £100,000.
Profits attributable to the businesses included in the consolidated profit
before taxation of the REA group for 1999 amounted to £113,000.
The sale of the businesses is in line with REA's previously announced policy of
increasingly focusing on its major Indonesian oil palm development and
progressively divesting other interests. In addition to the immediate sale
proceeds of some £400,000, the divesting businesses expect to benefit from a
release of working capital of in the region of £800,000 on final realisation and
discharge of the retained stock and debtors and retained creditors. The sale
proceeds together with such working capital release will be applied towards
completing the financing of the Indonesian development.
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