DE LA RUE PLC
31 August 1999
De La Rue plc ('De La Rue')
£200 million disposal of the Card Business
and
proposed return of capital of not less than £100 million
Introduction
De La Rue has conditionally agreed to dispose of the card
activities of its Card Systems division (the 'Card
Business') for total proceeds of £200 million (represented
by cash consideration of £170 million and the purchaser
assuming approximately £30 million of debt) to Francois-
Charles Oberthur Fiduciaire of France.
Background to and reasons for the Disposal
Following the appointment of Ian Much as Chief Executive in
September 1998, the Board of De La Rue conducted a strategic
review of the Group's activities and of the allocation of
resources needed to fund the Group's development
opportunities. The Board concluded that De La Rue should
concentrate on its two largest business areas, Cash Systems
and Security Paper and Print, where it enjoys world
leadership positions and that it should seek offers for the
Card Business. The Board believes that there is limited
strategic and technical overlap between the Card Business
and the rest of De La Rue's businesses and that the Card
Business would be better able to capitalise on the rapid
growth in its markets under different ownership.
De La Rue is convinced that the transaction it has concluded
with Francois-Charles Oberthur Fiduciaire represents an
excellent outcome for De La Rue shareholders and will
further strengthen the Card Business so enabling it to serve
its customers better.
De La Rue is retaining the IDS (Identity Systems) and
Transaction Services businesses, which have been included
within the Card Systems division but which will now form an
important part of the new Services division, the creation of
which was announced in June. IDS and Transaction Services
had combined sales in the year ended 31 March 1999 of £21
million and operating profits of £1.6 million.
The sale of the Card Business will enable the Group to focus
its management and financial resources more effectively on
the retained businesses and on developing its new Services
division which will provide services and customer solutions
using the platforms of De La Rue's strong name and leading
products.
Information on the Card Business
The Card Business is a leader in the production and
personalisation of smart cards and magnetic stripe cards for
applications requiring authentication, identification or
security of transactions. The Card Business provides card
based products and services to the banking, GSM, e-commerce,
PayTV, retail, transport, loyalty, health and identity
markets.
In the year ended 31 March 1999 the Card Business had sales
of £140 million (of which £58.5 million was generated by the
smart cards activities), profit before tax of £3.1 million
and net assets as at 31 March 1999 of £61 million.
Details of the Disposal
The Disposal is conditional upon the expiry or early
termination of all applicable waiting periods under relevant
US anti-trust legislation.
The estimated net cash proceeds (after tax and expenses) of
the Disposal will be £188 million. The profit on the
Disposal is expected to be approximately £55 million after
tax and expenses and net of goodwill of £72 million
previously written off.
Return of Capital
The Board has concluded that, following the Disposal, the
Group will have more capital than it requires to fund its
growth and has therefore decided that this surplus capital
should be returned to shareholders. The exact amount, which
will be not less than £100 million (44 pence per share), and
the method of payment will be announced in due course.
Completion of the Disposal is expected in October with the
return of capital around the end of the year. Pending the
capital repayment, the proceeds will be used to repay
existing borrowings where appropriate or placed on deposit.
Based upon net debt at 31 March 1999 of £126 million,
following completion and assuming a capital repayment of
£100 million, De La Rue would have had pro forma net debt of
£38 million as at that date.
Board changes
On completion of the Disposal, Kevin Loosemore, who is
Managing Director of the Card Systems division and a Board
director of De La Rue, will leave the Group.
Commenting, Ian Much, Chief Executive of De La Rue, said:
'The sale of the Card Business will enable us to focus
resources on strengthening our core businesses and
developing our new Services division, where we see scope for
considerable growth. Combined with the intended return of
capital, this represents an excellent outcome for our
shareholders.'
For further information please contact:
De La Rue plc
Ian Much, Chief Executive Tel: 01256 605303
Paul Hollingworth, Finance Director 01256 605307
Stephen Hoffman Womersley, 01256 605303
Head of Corporate Affairs
Rothschild
Crispin Wright Tel: 0171 280 5000
Brunswick
Susan Gilchrist Tel: 0171 404 5959
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