Acquisition
Tandem Group PLC
24 January 2002
For release 07:00 24 January 2002
TANDEM GROUP TO ACQUIRE BEN SAYERS VIA £2,250,000 PLACING
Tandem Group plc (Tandem), the sports and leisure equipment company, today
announced its latest acquisition, Ben Sayers, claimed to be the oldest
independent golf club manufacturer in the world with over 120 years of trading.
For its fourth purchase in the last sixteen months, Tandem has agreed to pay The
Caledonian Golf Group Limited £982,000 for the Ben Sayers business and certain
assets, subject to adjustment depending on stock levels at completion and a
maximum of £1.1 million.
At the same time, the Company is to raise £2,250,000 net of expenses via a
placing of 49 million ordinary shares at 5p per share to pay for the acquisition
and provide additional working capital, in particular to grow the Ben Sayers
business.
Commenting on this development, Graham Waldron, Chairman of Tandem, said:
'We are very pleased to be acquiring Ben Sayers as the next stage in our
strategy to become a broadly based sports and leisure equipment group. Golf
equipment is a logical extension to our existing product portfolio and our
sports and leisure retail contacts and worldwide supply sourcing systems will
bring rapid benefits to the Ben Sayers business. This acquisition gives us a
valuable base from which to develop our interests further in the golf equipment
market.'
Tandem's preliminary results for the year ending 31 January 2002 will be issued
in April 2002 and are expected to show an operating profit significantly
increased from the previous year, in line with market expectations.
Further details of the placing and acquisition are attached.
Note to editors
Tandem currently manufactures and distributes bicycles, bicycle accessories,
outdoor play equipment and snooker and pool products. Its brands include
Falcon, Claud Butler, British Eagle, Dawes, Activity Plus and Pot Black.
For further information please contact:
Mervyn Keene, Finance Director, Tandem Group plc 01733 211399
Adam Hart, Peel Hunt plc 020 7418 8900
David Haggie, Haggie Financial Limited 020 7417 8989
Tandem Group plc
Placing to raise £2,250,000 and acquisition of Ben Sayers
Tandem Group plc ('Tandem' or 'the Company') reported in the Interim Statement
issued on 31 October 2001 that its Board's overriding priority was to maintain
the improvement in shareholder value by increasing profitability and reducing
debt within the Tandem group. It also advised shareholders that it was seeking
additional businesses to acquire in the sports and leisure equipment market. In
accordance with this strategy, Tandem has entered into an agreement ('the
Acquisition Agreement') to acquire the business carried on under the name 'Ben
Sayers' and certain assets (excluding premises) ('the Acquisition') from The
Caledonian Golf Group Limited ('Caledonian'). In addition Tandem has
conditionally raised approximately £2,250,000 (net of expenses) by the placing
of 49,000,000 new ordinary shares ('the Placing') (representing 23.9% of the
current issued ordinary share capital) at a placing price of 5p per new ordinary
share. This represents a 9% discount to the middle market price of an ordinary
share at 22 January 2002.
The terms of the Acquisition Agreement provide for the purchase by the Company
from Caledonian of the golf equipment business carried on by Caledonian under
the name 'Ben Sayers' together with certain assets (excluding premises). The
consideration for the Acquisition will be a sum of £982,000 subject to
adjustment depending on the level of stock as at the date of completion and
subject to a maximum of £1.1 million. Completion of the Acquisition is subject
to completion of the Placing. The Ben Sayers business is based in East Lothian,
Scotland and is one of the oldest independent golf club manufacturers in the
world with over 120 years of trading. On 1 August 1999, the trade and net
assets of Ben Sayers were merged with Caledonian's other business and
consequently no recent separate audited accounts for Ben Sayers are available.
Tandem intends to increase sales and margins of the Ben Sayers business with its
sports and leisure retail contacts and its experience in worldwide sourcing of
components. The Board intends to seek further acquisitions in the golf
equipment sector once the potential of Ben Sayers has been further developed.
The Acquisition will be the Company's fourth acquisition in the last sixteen
months and adds golf to its range of sports and leisure equipment products.
Tandem currently manufactures and distributes bicycles, bicycle accessories,
outdoor play equipment and snooker and pool products. Brand names include
Falcon, Claud Butler, British Eagle, Dawes, Activity Plus and Pot Black.
Under the Placing, the new ordinary shares have been conditionally placed with
institutional investors by Peel Hunt plc. The Placing is not being underwritten
by Peel Hunt plc and the Board intends applying the net proceeds of the Placing
for the purposes of the Acquisition, to provide further working capital, in
particular to develop the Ben Sayers business and to reduce Tandem group debt.
The Company considered other methods of raising the necessary funds including
the offer of new ordinary shares by way of open offer or a rights issue but
decided, in conjunction with its advisors, that in the circumstances, taking
account of time constraints and transaction costs, the proposed placing is the
most appropriate method.
The new ordinary shares will be allotted credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares including the right
to receive all dividends and other distributions declared, made or paid.
An Extraordinary General Meeting to approve the placing has been convened for
11.00 a.m. on 21 February 2002 at Eversheds, 1 Royal Standard Place, Nottingham
NG1 6FZ.
The preliminary results for the Company for the year ending 31 January 2002 will
be issued in April 2002 and are expected to show an operating profit
significantly increased from the previous year, in line with market
expectations.
This information is provided by RNS
The company news service from the London Stock Exchange