Proposed Acquisition and Placing

RNS Number : 6889M

Norish PLC

19 September 2012

 



Norish plc ("Norish" or the "Company")

Proposed acquisition of Townview Foods Limited

Placing of 833,333 new Norish Units at £0.30 per new Norish unit

Norish is pleased to announce that it has conditionally agreed to acquire the entire issued share capital of Townview Foods Limited ("Townview"), a meat trading business based in Northern Ireland, for an aggregate consideration of up to £8.25 million ("the Acquisition").

Townview procures supplies of raw and cooked beef, mutton, lamb, pork and poultry products from around the world to supply major food manufacturing and wholesale companies across the UK and Ireland. In the 12 month period ended 31 March 2012, Townview had audited revenue of £16.2 million, operating profit of £0.99 million and net assets of £2.27 million.

Roebuck Investments Limited, a subsidiary of Norish will acquire Townview and following the completion of the Acquisition, Townview will continue to operate as a separate business within the Norish Group.

Under the terms of the Share Purchase Agreement, Roebuck Investments Limited, a subsidiary of Norish, has conditionally agreed to acquire Townview from the Vendor for an initial payment of £750,000 plus the net assets of Townview as at 30 September 2012 and 50 per cent of earnings before interest and tax for the five years commencing 1 October 2012, subject to an aggregate maximum consideration of £8.25 million, subject also to the possible payment of an extra amount by reference to excess profits in 2013 and 2014.

The consideration will be satisfied through a combination of an invoice finance facility entered into with HSBC, the Enlarged Group's own resources and a placing of 833,333 new Norish Units at 30p per new Norish units to raise £250,000.

The Acquisition will constitute a reverse takeover under the AIM Rules due to the size of Townview relative to the current size of the Company. As a consequence, the Directors are seeking Shareholder approval for the Acquisition at the Extraordinary General Meeting which is to be held at South Bank House, Barrow Street, Dublin 2 at 10 a.m. on the 5 October 2012. A document comprising an AIM Admission Document for the Enlarged Group has been prepared to set out the background to, the reasons for and details of the Acquisition and to explain why the Directors consider the Acquisition to be in the best interests of the Company and its Shareholders as a whole and recommend that shareholders vote in favour of the Resolution to approve the Acquisition. This document is available at the Company's website on www.norish.com. A Notice of EGM and a Form of Proxy have been posted to shareholders today.

Commenting on the proposed acquisition, Norish's Executive Chairman Ted O'Neill said

"The acquisition of Townview enables Norish plc to re-enter the Irish agri-foods business sector for the first time since it moved all of its operations to the UK in 1996. The majority of the shareholder base of the Company is Irish and the Board believes that it is now an appropriate time to develop a new business division based on the island of Ireland. Norish Limited, the UK based temperature controlled storage and logistics business remains unaffected and will continue to be run by managing Director, Norman Hatcliff as a separate entity"

Application will be made for the Enlarged Issued Share Capital to be admitted to trading on AIM, which is expected to become effective on 8 October 2012. Davy will act as Nominated Adviser and Broker to the Enlarged Group.

Enquiries:

Norish plc                                     

Aidan Hughes, Finance Director

Tel: + 44 1293 862 498

Davy Corporate Finance                                                Tel: [phone]

Ivan Murphy / Anthony Farrell

Defined terms used herein shall have the same meaning in this announcement as ascribed to them in the Admission Document

 

END

 

 

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