Disposal & Acquisition
The Vitec Group PLC
08 December 2003
8 December 2003
The Vitec Group plc ('Vitec')
Disposal and Acquisition
Introduction
Vitec, the international supplier of products, services and solutions to the
Broadcast, Entertainment and Media industries, announces that it has entered
into a conditional agreement to sell ALU to Manfrotto SA for a total cash
consideration of £11.88 million.
In addition, Vitec has conditionally agreed to purchase from Lino Manfrotto the
part of the headquarters of its Italian operations in Campese that it does not
own for £0.55 million, plus any attributable Italian VAT.
Manfrotto SA is a company controlled by a trustee associated with Lino Manfrotto
and Abramo Manfrotto. Lino Manfrotto and Abramo Manfrotto are directors of a
number of Vitec subsidiary undertakings. Abramo Manfrotto is a director of ALU.
Consequently the transactions constitute related party transactions under the
Listing Rules and are conditional upon the approval of shareholders, which will
be sought at an Extraordinary General Meeting. A circular setting out the full
details of the transactions and convening the Extraordinary General Meeting will
be posted to shareholders shortly.
Information on ALU
ALU designs, manufactures and distributes flexible retail fixture systems,
primarily in North America and Europe. The business sells a range of modular
flexible standard products which are designed and manufactured or sourced in
Italy. Some standard accessories, such as shelving, are also sourced locally in
North America and Scandinavia. ALU sells directly to retailers in its main
markets, and through distributors in other markets.
In the year ended 31 December 2002, ALU's profit before interest and tax was
£1.6 million on turnover of £17.8 million, and net assets, including the
property used by ALU, were £11.3 million.
Details of the disposal
Most of Vitec's businesses operate principally within the broadcast, media and
entertainment industries. However, ALU supplies the retail display market, has a
different customer base from Vitec's other businesses, and manufactures products
which are distinct from those sold by Vitec in Italy. Therefore, ALU has for
some time been identified as non-core by Vitec.
The cash consideration for the disposal is £11.88 million, £11 million of which
is payable on completion of the transaction, with the balance being paid over a
two year period following completion. Receipts from the sale will be used to pay
down Vitec's current borrowings and as working capital to facilitate the Group's
future core business initiatives.
The disposal contract includes a five year supply agreement for products made in
Manfrotto facilities, and a number of agreements for the provision of IT and
admin services to ALU. As previously announced, ALU is presently upgrading some
products for a major customer, for which a provision of 1.5 million euros was
taken in the first half of the year. While the amount of work involved is
proving to be higher than initially expected, it is presently not possible to
estimate with any precision the final overall cost. Under the agreement, Vitec
assumes liability below 2.8 million euros, with any excess shared equally with
ALU, up to an overall cap on Vitec's liability of 4 million euros.
On completion of the disposal, Abramo Manfrotto will continue to work for
Vitec's subsidiary, Gruppo Manfrotto SrL, for at least three months in order to
effect a smooth handover to his successor. Thereafter, he will operate in a
non-executive role at the subsidiary.
Acquisition of the Group's Italian headquarters in Campese
Vitec, through its wholly owned subsidiary Reco SrL, has entered into a
conditional agreement with Lino Manfrotto to pay £0.55 million (to be paid in
full in cash on completion of the transaction), plus any attributable Italian
VAT, to gain total ownership of the site of the Group's Italian headquarters in
Campese, which is currently partly owned by Lino Manfrotto.
-Ends-
Notes to Editors - About The Vitec Group
The Vitec Group supplies a wide range of equipment and services to the
broadcasting, entertainment, photographic and retail display industries. Its
products are distributed in nearly 100 countries, either through dealerships or
direct to the end user or corporate sector, and it has manufacturing facilities
in five countries. The Vitec Group is a major force in its chosen specialised
fields. More information can be found at: www.vitecgroup.com.
Contacts:
Gareth Rhys Williams Telephone: 020 8939 4650
The Vitec Group
Rob Gurner Telephone: 020 7269 7221
Financial Dynamics
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