Disposal/ Banking Facilities
Johnson Service Group PLC
11 April 2008
FOR IMMEDIATE RELEASE
JOHNSON SERVICE GROUP PLC
('Johnson Service Group' or the 'Company')
11 April 2008
PROPOSED DISPOSAL OF JOHNSON CLOTHING LIMITED
FOR £82.5 MILLION
AGREEMENT OF NEW DEBT FACILITIES
Highlights
• Proposed Disposal of the Group's corporate clothing business to an
entity controlled by divisional management and Gresham LLP, an independent
UK mid-market private equity specialist. The Proposed Disposal is subject to
Shareholder approval
• New medium-term debt facilities agreed with the Group's existing banks.
If Shareholders do not approve the Proposed Disposal, an event of default
under the new facilities will be triggered
• Aggregate purchase price of £82.5 million, subject to adjustment post
Completion, of which £2.1 million to be paid to the Group staff pension
scheme and £13.2 million to be placed in escrow to cover certain potential
tax liabilities
• Remaining proceeds of £64.6 million (after transaction costs), together
with an amount of approximately £0.4 million from the Company's current
resources to be applied to reduce the Group's indebtedness and financial
leverage
• The Proposed Disposal and arrangement of new medium-term debt facilities
represent a significant step towards establishing a stable financial basis
for the Group
• New debt facilities become significantly less expensive and offer
further benefits in the event of an equity fundraising of at least £25
million before 31 March 2009
• Johnson Service Group to seek Shareholder approval for admission to AIM
• The Group continues to trade satisfactorily in the current year
Simon Sherrard, Chairman of Johnson Service Group, commented:
'We are pleased to announce today that we have secured new medium-term debt
facilities with our existing banks and that, following our strategic review, we
have agreed the disposal of Johnson Clothing Limited for an aggregate purchase
price of £82.5 million.
This refinancing and the sale of Johnson Clothing Limited are both major steps
in securing financial stability for the Group, thus allowing us to optimise the
potential of our other market leading businesses, which are continuing to trade
satisfactorily.'
Enquiries:
Johnson Service Group 020 7290 0390
Simon Sherrard, Chairman
John Talbot, Chief Executive
Close Brothers (Financial Adviser to Johnson Service Group) 020 7655 3100
David Bezem
Matthew Prest
Guy Ballantine
Investec (Joint Financial Adviser and broker to Johnson Service Group) 020 7597
5000
Erik Anderson
Michael Lacey-Solymar
Hudson Sandler 020 7796 4133
Michael Sandler
Sandrine Gallien
Fran Read
This summary should be read in conjunction with the full text of the following
announcement.
Close Brothers Corporate Finance Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively
for Johnson Service Group PLC and for no one else in relation to the Proposed
Disposal and is not advising any other person and accordingly will not be
responsible to anyone other than Johnson Service Group PLC for providing the
protections afforded to the customers of Close Brothers Corporate Finance
Limited or for providing advice in relation to the Proposed Disposal.
Investec, which is authorised and regulated in the UK by the Financial Services
Authority, is acting for Johnson Service Group PLC and for no one else in
connection with the Proposed Disposal and will not be responsible to anyone
other than Johnson Service Group PLC for providing the protections afforded to
clients of Investec nor for providing advice to any other person in relation to
the Proposed Disposal.
JOHNSON SERVICE GROUP PLC
FOR IMMEDIATE RELEASE 11 April 2008
PROPOSED DISPOSAL OF JOHNSON CLOTHING LIMITED
FOR £82.5 MILLION
AGREEMENT OF NEW DEBT FACILITIES
Introduction
Johnson Service Group PLC today announces that it has entered into a conditional
agreement to sell its corporate clothing business comprising the entire issued
and to be issued share capital of Johnson Clothing Limited to the Purchaser, a
newly formed company established and controlled by Gresham LLP and the Johnson
Clothing Limited management team led by Simon Hughes. The total amount payable
by the Purchaser in cash on Completion will be £82.5 million (subject to
adjustment post Completion) plus an amount equal to any cash balances of Johnson
Clothing Limited on Completion. £2.1 million of this amount will be used to fund
a liability of Johnson Clothing Limited to the Johnson Service Group staff
pension scheme arising on the sale.
The Proposed Disposal, because of its size relative to the Group, is a class 1
transaction under the Listing Rules and is therefore conditional upon the
approval of Shareholders at an extraordinary general meeting. In addition, the
Directors intend to transfer the Company's stock exchange listing from the
Official List to AIM. As a result, the Company intends to request the
cancellation of the listing of the Shares on the Official List. Under the
Listing Rules, the cancellation requires the prior approval of Shareholders.
A circular will be sent to Shareholders in due course, setting out full details
of the Proposed Disposal and convening extraordinary general meetings at which
Shareholder approval for the Proposed Disposal and transfer to AIM will be
sought.
Importance of the vote and working capital
Completion of the Proposed Disposal is conditional only upon Shareholders'
approval being obtained at the Disposal Extraordinary General Meeting. If
Shareholders do not approve the Proposed Disposal, an event of default under the
new facilities will be triggered, which would allow the Company's banks to make
an immediate demand for repayment of the amounts drawn down under the new
facilities and also allow the banks and the pension trustee to enforce the
security that they hold over the assets of the Group. As a consequence of such a
demand and enforcement, the Group would have no access to working capital and as
such, would not have sufficient working capital for its present requirements,
that is for at least 12 months from the date of the circular.
If an event of default were to be triggered, in order to provide sufficient
working capital for the Company's requirements, the Board would immediately need
to agree a grace period with its banks within which to negotiate a waiver of the
event of default or new debt facilities. The Board is not confident that any
such grace period would be granted by the Company's banks, or that any
negotiations to secure a waiver or new debt facilities would be successful. Any
failure following an event of default to agree a grace period and, within that
period, to agree a waiver or new debt facilities, could leave the Company
without sufficient working capital for its trading requirements and would very
likely lead to the imminent insolvency of the Company.
The terms of any facilities which might be agreed following an event of default
could result in significantly higher financing costs to the Company than those
which pertain under the new facilities agreed today with the Company's existing
banks.
If Shareholders do not approve the Proposed Disposal, the Company could,
provided that it is able to agree a grace period with its banks, also be
required to raise funds by undertaking the disposal of some of its other
businesses. The Directors believe that a number of the businesses within the
Group would be attractive targets for potential acquirors. However, the
Directors are not confident that such disposals would be successfully completed
in a timely manner, or at all, if a grace period were granted, or that the
proceeds of such disposals would be sufficient to provide working capital for
the Company's present requirements. In addition, a decision by the Company's
banks to make an immediate demand for repayment following an event of default
would mean that there would be insufficient time to complete such disposals.
If Shareholders approve the Disposal Resolution, the event of default described
above will not be triggered.
Principal terms of the Proposed Disposal
Under the Disposal Agreement, which was signed on 11 April 2008, the Company has
conditionally agreed to sell the entire issued share capital of Johnson Clothing
Limited to the Purchaser.
The total amount payable by the Purchaser in cash on Completion is £82.5 million
(subject to certain adjustments post Completion as described below), together
with an amount equal to the aggregate cash balances of the Disposal Group as at
Completion. The Disposal Agreement provides for post Completion adjustments for
working capital, reconciled cash balances and third party indebtedness, such
that Johnson Clothing Limited is acquired on a debt-free, cash-free basis
including a level of working capital sufficient for the operation of the
business. In addition, the Purchaser has agreed to refund certain items of
expenditure incurred by the Disposal Group prior to Completion. The Directors do
not expect any post Completion adjustments to be material in the context of the
Proposed Disposal.
The Purchaser has agreed to pay approximately £16.4 million in respect of the
entire issued share capital of Johnson Clothing Limited and approximately £64.0
million in respect of the intra-group debt owed by the Disposal Group to the
Continuing Group as at Completion which the Purchaser has agreed to procure the
Disposal Group will repay at Completion (subject to adjustment between the two
numbers post Completion depending on the actual intra-group debt as at
Completion). In addition, the Purchaser will procure that Johnson Clothing
Limited will pay £2.1 million (being the balance of the total amount payable by
the Purchaser in cash on Completion) to the Group staff pension scheme to take
account of certain liabilities arising in respect of Johnson Clothing Limited
ceasing to participate in the Group staff pension scheme after the Proposed
Disposal and the agreement reached with the trustee of the Group staff pension
scheme
It has also been agreed with the Purchaser that an amount of £13.2 million of
the proceeds of the Proposed Disposal will be placed in escrow to cover
potential tax liabilities arising in the Disposal Group as a result of the
Proposed Disposal which the Company has agreed to bear. If these tax liabilities
do not crystallise, this amount will be released to the Continuing Group and
applied in repayment of a portion of the debt facilities of the Company.
The Proposed Disposal, which is expected to complete on or around 30 April 2008
is conditional only on the approval of the Shareholders at the Disposal
Extraordinary General Meeting. If the condition to the Proposed Disposal is not
satisfied, the Proposed Disposal will not proceed.
Background to and reasons for the Proposed Disposal
In 2003 the Company embarked on a strategy of broadening its range of business
to business services and made a number of acquisitions both in the facilities
management and corporate clothing areas as well as adding to the Company's
existing activities. These acquisitions were made for cash.
In 2006 the Board decided to reduce the financial gearing of the Company by
disposing of the dry cleaning business. No offer for this business was received
which the Directors felt they could recommend to Shareholders. In addition, the
Company proposed to sell a number of smaller businesses which were not
considered core to the Company's strategy. No offers materialised which were
considered satisfactory by the Board.
Towards the end of 2006 a number of problems emerged which have had a
detrimental effect on the Company's financial position.
The Company was adversely affected by costs associated with the implementation
of an Enterprise Resource Planning IT system, which had been intended for use
across the Company's businesses. In the six months ended 30 June 2007,
expenditure on this system totalled £2.3 million and the decision to limit the
implementation of this system led to a write-down of £15.9 million in relation
to expenditure in 2007 and earlier periods.
Stalbridge Linen Services, which supplies linen to the premium hotel, catering
and corporate hospitality markets, incurred losses in 2006 and 2007 as a result
of an unsuccessful expansion into the high volume linen market and was impacted
by stock write-downs. This business has since been brought under the management
of the Company's Apparelmaster division and has reverted to its traditional
activities, however further costs have been incurred as a result of this
reorganisation, particularly in connection with a laundry built for high volume
linen which will now be used for processing garments.
The Company was also adversely affected by management and operational issues in
Johnson Hospitality Services, a former division which provided furniture and
catering equipment to the contract catering market. This division incurred
substantial losses during 2006 which resulted in the businesses within the
division being sold or closed at the end of 2006, thus incurring additional
costs.
On 8 November 2007, the Company announced that, as a result of lower than
expected profits for 2007 and 2008, and in the absence of any proceeds from the
proposed sale of three non-core businesses, the Board expected that the Company
would breach the existing covenants in its banking agreement. Following a number
of management changes over the previous 15 months, in December 2007 the Company
retained the services of John Talbot, an expert in the reorganisation of
companies, to minimise the impact of the Company's financial difficulties on the
trading and competitive position of its businesses. John Talbot was subsequently
appointed Interim Chief Executive Officer of the Company.
Concurrently, the Company entered into negotiations with its banking group and
agreed a waiver of its year end covenant tests in exchange for, amongst other
things, the granting of security over the Company's assets (together with the
assets of certain of its subsidiaries) and the agreement to pay the banking
group a fee and incur increased interest costs. The Company also agreed to
extend the benefit of a proportion of such security to the trustees of its
pension funds. These arrangements, announced on 28 December 2007, also required
the Company to negotiate new banking facilities with its banking group before 30
April 2008.
During the period following the 8 November 2007 announcement, the Board
undertook a review of the Company's operations in order to determine the most
appropriate strategic direction for the Company. One of the conclusions of this
review was that the Board should investigate opportunities to reduce
indebtedness and financial gearing whilst working to secure medium-term funding.
In November 2007, the Board received a formal proposal from Gresham LLP
regarding a potential acquisition of Johnson Clothing Limited which, in the
Board's view, represented an attractive valuation for the business and was
deliverable within a short time frame due to the familiarity with, and knowledge
of, Johnson Clothing Limited's markets obtained by Gresham LLP through their
previous ownership of Dimensions, one of the businesses within the Disposal
Group. The Board therefore decided to pursue this proposal further, and entered
into negotiations with Gresham LLP which have led to the Proposed Disposal for
which the approval of Shareholders will be sought at the Disposal Extraordinary
General Meeting.
In light of the Company's financial position, the Board believes that the
Proposed Disposal offers an opportunity both to achieve an attractive valuation
for Johnson Clothing Limited and to reduce the Group's indebtedness and
financial leverage. The Board also anticipates that the Proposed Disposal will
result in significantly reduced financing costs for the Group over the medium
term.
Furthermore, the Board believes that the simplified structure of the Group
following Completion will allow management to focus on maximising the potential
of the remaining businesses.
Accordingly, the Board has concluded that the Proposed Disposal is in the best
interests of Shareholders.
New debt facilities
In order to refinance the Group's existing facilities and provide ongoing
working capital for the Continuing Group, the Company has negotiated a
medium-term facility agreement with its existing banks. This comprises four
separate tranches that are available to the Company:
•The first tranche is a £65 million term loan to be used to bridge a
portion of the proceeds from the Proposed Disposal. The applicable rate of
interest is LIBOR plus 4 per cent. per annum for the period to 31 May 2008,
and LIBOR plus 15 per cent. per annum (comprising a combination of 2.5 per
cent. cash pay interest and 12.5 per cent. capitalised interest payments)
thereafter. The final repayment date of the first tranche is 31 October
2009. If completion of the Proposed Disposal occurs, the Board expects to
repay the first tranche in full by 30 April 2008 out of current resources
and the proceeds of the Proposed Disposal, thereby avoiding the significant
increase in the interest rate on this tranche which occurs after 31 May
2008.
•The second tranche is a £65 million amortising term loan to be used to
refinance the existing indebtedness of the Group. The applicable rate of
interest is LIBOR plus 2.5 per cent. per annum. An amount of £2 million will
be repayable on 30 June 2009, with further repayments quarterly thereafter.
The final repayment date of the second tranche is 31 December 2010.
•The third tranche is an amortising revolving credit facility with an
initial amount of £25 million to be used for general corporate purposes, £5
million of which will be provided by way of an overdraft. The applicable
rate of interest is LIBOR plus 2.5 per cent. per annum. The final repayment
date of the third tranche is 31 December 2010. The amount available to the
Company under the third tranche will reduce to £22.5 million on 30 June 2009
and then to £20 million on 31 December 2009.
•The fourth tranche is a £50 million non-amortising term loan to be used
to refinance the existing indebtedness of the Group. The applicable rate of
interest is LIBOR plus 9 per cent. per annum (comprising a combination of
2.5 per cent. cash pay interest and 6.5 per cent. capitalised interest
payments). In the event that the Company does not raise at least £25 million
(net of costs but together with accrued interest on that amount) from the
proceeds of an equity raising by 31 March 2009, the applicable rate of
interest will increase to LIBOR plus 15 per cent. per annum thereafter
(comprising a combination of 2.5 per cent. cash pay interest and 12.5 per
cent. capitalised interest payments). The final repayment date of the fourth
tranche is 31 December 2010.
The facility agreement also provides that a number of its terms will be adjusted
in favour of the Company in the event that the Company raises at least £25
million (net of costs and together with capitalised accrued interest on that
amount) from the proceeds of an equity raising by 31 March 2009. These include:
•the reduction of the applicable rate of interest on the fourth tranche to
LIBOR plus 4 per cent. per annum;
•the removal of any restrictions on the Company's ability to pay dividends
contained in the facility agreement;
•the removal of any right of the lenders to appoint an observer to attend
meetings of the Board; and
•the ability thereafter to offset any subsequent prepayments of the
facilities against the fourth tranche in priority to the second.
On 11 April 2008, the Company issued to its existing lender banks, in connection
with the renegotiation of the Company's debt facilities, warrants over 2,957,636
Shares, representing approximately 4.7 per cent. of the fully diluted share
capital of the Company as at that date. The warrants are exercisable from 11
April 2008 until 31 December 2011 at an exercise price of 10 pence per Share,
which represents the par value of the Shares.
Financial effects of the Proposed Disposal and use of disposal proceeds
Transaction costs in connection with the Proposed Disposal are expected to total
approximately £2.6 million. As noted above, it has been agreed with the
Purchaser that an amount of £13.2 million of the proceeds of the Proposed
Disposal will be placed in escrow to cover certain potential tax liabilities
and, if these tax liabilities do not crystallise, that this amount will be
released to the Continuing Group and applied in repayment of a portion of the
debt facilities of the Company. In addition, the Purchaser will procure that an
amount of £2.1 million will be contributed by Johnson Clothing Limited to the
Group staff pension scheme to take account of certain pensions liabilities.
The Directors intend to use the expected remaining net proceeds of approximately
£64.6 million, together with an amount of approximately £0.4 million from the
Company's current resources, to repay the first tranche of the new debt
facilities to reduce the Company's indebtedness. The Board anticipates that the
Proposed Disposal will result in lower financial leverage, significantly reduced
financing costs and greater financial certainty for the Group over the medium
term.
The Proposed Disposal is expected to be dilutive to pre-amortisation earnings
for the 52 weeks ending 31 December 2008 and, after recognition of the potential
tax liabilities of £13.2 million referred to above, will result in the
recognition of a non-cash loss on disposal.
Information on Johnson Clothing Limited
Johnson Clothing Limited is the UK's largest provider of corporate clothing, and
operates through the following brands:
Dimensions
Dimensions designs, sources and distributes branded corporate clothing to large
organisations. Dimensions has a diverse client portfolio encompassing both the
public and private sectors, with leading UK market positions in the retail,
travel and leisure, distribution and logistics and hospitality industries.
DCC
DCC provides a managing agency primarily for clothing to clients in the
financial services sector. DCC also operates DCC Direct, a catalogue business,
which offers ready to wear styles to organisations of a variety of sizes
requiring smaller volumes of corporate clothing.
Boyd Cooper
Boyd Cooper specialises in the sourcing and supply of uniforms and clothing to
clients in the healthcare sector, including hospitals and private medical
practices.
Yaffy
Yaffy is the leading supplier of high performance technical outerwear to UK
police authorities. It holds long-term contracts to design or supply outerwear
and body armour carriers to UK police forces.
Wessex Textiles
Wessex Textiles is a supplier of specialist corporate clothing to the medical
and ambulance sectors in the UK.
CCM
On 19 March 2008, the Company announced the disposal for a maximum consideration
of £2.8 million of certain assets previously owned by the Company's CCM garment
sourcing business which, together with the Disposal Group, comprised the
Company's Corporatewear division. The Disposal Group does not include CCM or any
of its trade or assets.
In 2007, the Disposal Group recorded turnover of £74.6 million and operating
profit before exceptional items, amortisation and impairment of goodwill of £9.7
million as extracted without material adjustment from the accounting records
used to prepare the audited financial statements of Johnson Clothing Limited for
the year ended 31 December 2007. Budgeted operating profit for the Disposal
Group, before exceptional items, amortisation and impairment of goodwill in the
year ending 31 December 2008 is modestly below this level.
The Disposal Group had gross assets of £89.5 million as at 31 December 2007, as
extracted without material adjustment from the accounting records used to
prepare the audited financial statements of Johnson Clothing Limited for the
year ended 31 December 2007.
The audited financial statements of Johnson Clothing Limited for the year ended
31 December 2007 contain a modified opinion, which notes the existence of a
material uncertainty which may cast significant doubt about the ability of
Johnson Clothing Limited to continue as a going concern. The Board considers
that, in the event that Shareholders approve the Proposed Disposal, the
auditors' opinion referred to above is not a matter of significance for
Shareholders, as, following Completion, Shareholders will no longer be exposed
to any financial risks associated with Johnson Clothing Limited. In the event
that Shareholders do not approve the Proposed Disposal, an event of default will
be triggered under the new facilities, and the Group would likely have no access
to working capital. In light of this, the Board considers that the auditors'
opinion referred to above is not a matter of significance in the event that
Shareholders do not approve the Proposed Disposal. Your attention is drawn to
the paragraph headed 'Importance of the vote and working capital' above, which
includes information which should be considered by Shareholders in relation to
voting at the Disposal Extraordinary General Meeting.
The key individuals important to Johnson Clothing Limited and their functions
are as follows:
Name Position
Simon Hughes Chief Executive
Richard Pearson Financial Director
Neil Glacken Operations Director
Helen McLoughlin Customer Services Director
Hayley Brooks Sales and Marketing Director
Steven Cassapi Logistics Director
Information on the Purchaser
The Purchaser, Ensco 645 Limited, is a newly formed company established and
controlled by Gresham LLP and the Johnson Clothing Limited management team led
by Simon Hughes. Gresham LLP is an independent UK mid-market private equity
specialist, focusing on buyouts of up to £100 million in value. From December
2000 to July 2004, Gresham LLP was the owner of Dimensions, one of the
businesses within the Disposal Group.
Future strategy of the Continuing Group
Following the Proposed Disposal, the Company intends to focus on providing
services to business and retail customers through its remaining businesses
operating primarily in the textile rental, facilities management and dry
cleaning markets.
Current trends in trading and prospects
Further to the trading update announced on 30 January 2008 the Continuing Group
and Johnson Clothing Limited continue to trade satisfactorily.
The Company expects to release its preliminary results for the year ended 31
December 2007 on or around 29 April 2008. It is expected that operating profit,
before operating exceptional items, amortisation and impairment of goodwill and
intangibles (excluding software), will be approximately £30 million. This figure
represents a decrease in the Board's expectations since 30 June 2007, but it is
line with current market expectations. Net debt stood at approximately £169
million as at 31 December 2007, and at approximately £181 million as at 29
February 2008.
Further, operating exceptional items for the year ended 31 December 2007, which
will include various restructuring costs, professional fees associated with the
negotiation of new debt facilities, onerous lease and environmental costs,
write-off of rental stock and software development costs and net of gains
arising on property disposals, are expected to be approximately £41 million,
representing an increase compared with the Board's expectations as at 30 June
2007. Of this amount, related future cash expenditure is expected to be
approximately £8 million.
Amortisation and impairment of goodwill and intangibles (excluding software) for
the year ended 31 December 2007 will include a write-down of goodwill of £11.8
million in respect of the disposal of the Company's CCM garment sourcing
business, which was announced on 19 March 2008, together with a charge of
approximately £9.4 million arising from the review for impairment performed on
the remainder of the Group's goodwill and intangibles (excluding software)
balance, and approximately £6.0 million of intangibles amortisation (excluding
software). The aggregate impairment charges of approximately £21.2 million
referred to above represents an increase compared with the Board's expectations
as at 30 June 2007.
In addition to normal interest charges of approximately £11.6 million incurred
in 2007 on borrowings and notional interest on post-retirement obligations, the
Company has expensed the £1.5 million fee paid to its existing banks for the
waiver granted on 28 December 2007 and the remaining £1.2 million of unamortised
facility fees relating to the facility agreement dated 21 July 2005 and related
supplemental agreements.
The expected results of the Group for the year ended 31 December 2007, set out
above, have been prepared using the accounting polices adopted by the Company in
the preparation of its interim financial statements for the six months ended 30
June 2007 and have been prepared on a going concern basis, which assumes that
the Company will continue in operational existence for the foreseeable future.
The validity of this assumption depends, amongst other matters, on Shareholders
approving the Proposed Disposal. If Shareholders do not approve the Proposed
Disposal, it may not be possible for the Company to prepare its financial
statements on a going concern basis. In the event that the Company is unable to
prepare its financial statements on a going concern basis, adjustments would
have to be made to reduce the balance sheet value of the Group's assets to their
recoverable amounts, which may result in a reduction in the Group's
profitability as compared with the expected results set out above.
Transfer of trading to AIM
The Company today announces its intention to seek a transfer of the Company's
stock exchange listing from the Official List to AIM. The Directors anticipate
that as an AIM quoted company, recurring savings will be made by the Company on
its ongoing costs of administration and in effecting certain corporate
transactions due to the less onerous regulations on AIM.
The proposed transfer to AIM will be subject to the approval of Shareholders at
an extraordinary general meeting. Further announcements in connection with the
proposed transfer to AIM will be made in due course.
Enquiries:
Johnson Service Group 020 7290 0390
Simon Sherrard, Chairman
John Talbot, Chief Executive
Close Brothers (Financial Adviser to Johnson Service Group) 020 7655 3100
David Bezem
Matthew Prest
Guy Ballantine
Investec (Joint Financial Adviser and broker to Johnson Service Group) 020 7597
5000
Erik Anderson
Michael Lacey-Solymar
Hudson Sandler 020 7796 4133
Michael Sandler
Sandrine Gallien
Fran Read
Close Brothers Corporate Finance Limited, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting exclusively
for Johnson Service Group PLC and for no one else in relation to the Disposal
and is not advising any other person and accordingly will not be responsible to
anyone other than Johnson Service Group PLC for providing the protections
afforded to the customers of Close Brothers Corporate Finance Limited or for
providing advice in relation to the Disposal.
Investec, which is authorised and regulated in the UK by the Financial Services
Authority, is acting for Johnson Service Group PLC and for no one else in
connection with the Proposed Disposal and will not be responsible to anyone
other than Johnson Service Group PLC for providing the protections afforded to
clients of Investec nor for providing advice to any other person in relation to
the Proposed Disposal.
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
'AIM' the AIM market operated by the
London Stock Exchange;
'Board' the board of directors of Johnson
Service Group;
'Close Brothers' Close Brothers Corporate Finance
Limited;
'Completion' completion of the Proposed Disposal
in accordance with the terms of the
Disposal Agreement;
'Continuing Group' Johnson Service Group and its
subsidiaries and subsidiary
undertakings following Completion;
'Directors' the directors of the Company as at
the date of this Circular;
'Disposal Agreement' the conditional sale agreement
dated 11 April 2008 among the
Vendors, the Company and the
Purchaser relating to the Proposed
Disposal;
'Disposal Extraordinary General the general meeting of the Company
Meeting' to be convened to approve the
Proposed Disposal (or any
adjournment thereof);
'Disposal Group' Johnson Clothing Limited and its
subsidiary undertakings;
'Group' Johnson Service Group and its
subsidiaries and subsidiary
undertakings;
'Johnson Clothing Limited' Johnson Clothing Limited, a company
incorporated in England and Wales
with registered number 454264 and
having its registered office at 2
Boundary Court, Willow Farm
Business Park, Castle Donington,
Derbyshire, DE74 2NN;
'Johnson Service Group' or 'the Johnson Service Group PLC, a
Company' company incorporated in England and
Wales with registered number 523335
and having its registered office at
3rd Floor, 4 Harley Street, London,
W1G 9PB;
'Johnsons Apparelmaster' Johnsons Apparelmaster Limited, a
company incorporated in England and
Wales with registered number 464645
and having its registered office at
Pittman Way, Fulwood, Preston,
Lancashire PR2 9ZD;
'Listing Rules' the Listing Rules of the UK Listing
Authority;
'Official List' the official list of the UK Listing
Authority;
'Proposed Disposal' Johnson Service Group's proposed
disposal of Johnson Clothing
Limited pursuant to the Disposal
Agreement;
'Purchaser' Ensco 645 Limited, a company
incorporated in England and Wales
with registered number 6471761 and
having its registered office at One
Eleven Edmund Street, Birmingham B3
2HJ;
'Shareholders' the holders of any issued shares in
the share capital of the Company
from time to time;
'Shares' the ordinary shares in the capital
of Johnson Service Group; and
'Vendors' Semara Contract Services Limited,
Johnson Investment Limited and
Semara Nominees Limited.
This information is provided by RNS
The company news service from the London Stock Exchange