Sirdar PLC
05 November 2007
Sirdar PLC ('Sirdar' or 'the Group')
5 November 2007
Disposal
The directors of Sirdar ('the Directors') are pleased to announce the sale of
Sirdar Spinning Limited ('Sirdar Spinning') to Sirdar Holdings Limited (the
'Purchaser'), a company controlled by Russell Morris and Ian Stead, both of whom
are currently directors of Sirdar Spinning (the 'Disposal'). Sirdar Spinning
compromises the whole of the Group's Specialist Yarns division. Further details
of the Disposal are set out below:
Activities of Sirdar Spinning
Sirdar Spinning is involved in the marketing and distribution of hand knitting
and industrial knitting yarns and the manufacturing, marketing and distribution
of technical products.
Reason for the disposal of Sirdar Spinning
In the Interim Report released in March 2007, the Directors stated their
intention to focus on the Group's core activity of floor coverings and to
rationalise its property portfolio. The disposal of Bective Mills, Wakefield and
Ensor Mill, Rochdale was completed in July 2007 for gross proceeds of £16.25
million. The Disposal represents a further significant step in the
implementation of that strategy.
The performance of Sirdar Spinning has been subject to significant fluctuations
in recent years and in particular, the Directors are of the view that, the
market for hand knitting yarns is subject to changes in fashion. For these
reasons, the Directors believe that the needs of Sirdar Spinning would be better
served under different ownership and therefore consider that the Disposal is in
the best interests of the Group.
Deal structure
Sirdar will receive an initial consideration of £2.5 million, a deferred
consideration of £300,000 (to be satisfied by the issue of loan notes by the
Purchaser), and an earn-out of up to a maximum of £500,000, for the sale of
Sirdar Spinning. The earn-out is dependant upon Sirdar Spinning achieving an
agreed level of EBITA in the years to 30 June 2008 and 30 June 2009.
The agreement relating to the Disposal contains a requirement for Sirdar to
change its name within three months of the date of the Disposal. This will
require the convening of an extraordinary general meeting of shareholders and
more details of this will be announced in the near future.
Financial information on Sirdar Spinning
For the year ended 30 June 2007, Sirdar Spinning had sales of £15 million and
achieved an operating profit (adjusted to reflect the increased cost of rent and
other items consequent upon the disposal of Bective Mills) of approximately
£500,000. The estimated net assets of Sirdar Spinning at the date of the
Disposal were approximately £5 million.
Use of sale proceeds
As indicated in previous announcements, the proceeds of the Disposal and of the
property transactions will be used to reduce bank debt, to address the Group's
pension deficit and for investment in the Group's core activity of floor
coverings. There may also be scope to amend the way that the Group is financed
in the future.
The Directors (all of whom are independent in the context of the Disposal),
having consulted with Brewin Dolphin Limited, consider that the terms of the
Disposal are fair and reasonable insofar as its shareholders are concerned.
For further information please contact:
Sirdar PLC 01924 371501
Steve Harrison - Chief operating officer
Kevin Henry - Finance and planning director
Brewin Dolphin Investment Banking 0113 241 0130
Andrew Kitchingman
Sean Wyndham-Quin
ENDS
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