Rap Group PLC
13 October 2000
RAP GROUP PLC
PROPOSED DISPOSAL OF THE RAPID BUSINESS
AND RELISTING ON AIM
RAP Group plc ( 'RAP' or the Group') today announces that it has entered into
a conditional agreement to sell the RAPID Business to Zika, a subsidiary of
Zika Electrode Works (a company listed on the Tel Aviv Stock Exchange), for a
total consideration estimated by the Directors at approximately £3.8 million,
payable in cash. Approximately £3.4 million of the consideration will be
payable on completion and the balance will be payable when the completion
accounts have been finalised. In view of its size, the disposal is conditional
upon the approval of shareholders and this will be sought at an Extraordinary
General Meeting to be held on 1 November 2000. It is also intended to transfer
the Group's listing to AIM.
Background to and reasons for the Disposal
In the Group's recent rights issue circular despatched to shareholders on 26
June 2000, it was reported that approaches had been received from third
parties to purchase certain parts of the Group and that the Directors were
giving this active consideration, in order to reduce further the Group
indebtedness following the rights issue. The opportunity has now arisen to
sell the Group's rubber and safety equipment and industrial gloves' business,
the RAPID Business, which is no longer part of the core business of the Group.
Historically, the RAPID Business has been operated as a number of discrete
trading companies, but during 2000, these have been brought together under a
separate management team. As explained in the rights issue circular, the
Group's distribution business is now concentrated on its DIY and gardening
products.
Effects of the Disposal
The net sale proceeds will be used to eliminate bank indebtedness and surplus
funds will be placed on deposit. It is intended that the surplus will be used
to develop the Group's remaining activities, including the growth of the
supply of fixings to DIY retailers, and to make selective acquisitions should
the opportunity arise.
Details of the Disposal
The principal terms of the disposal agreement may be summarised as follows:
a. the disposal is conditional upon shareholders' approval;
b. a provisional aggregate consideration of approximately £3.8 million,
equating to the net assets of the RAPID Business at completion;
c. payment of £3.4 million in cash on completion;
d. a further cash payment payable, by either RAP or Zika, on determination of
the net asset value of the RAPID Business, of an amount equal to the
difference between the net asset value of the RAPID Business and £3.4
million; and
e. administration and accounting services to be provided by the Group for the
RAPID Business for a period of six months from the date of completion at
no cost to the purchaser, at an estimated cost to the Group of
approximately £125,000.
Transfer to AIM
Following the EGM, whether or not the Resolution is passed, the Directors
intend to transfer the Group's quotation to AIM. This is because the costs of
complying with the Listing Rules applying to transactions of a certain size,
for example the transaction described in this announcement, are excessive for
a company of the size of RAP Group. It is intended that the listing of the
Group's shares will be cancelled at the close of business on 13 November 2000,
and trading in the Group's securities will commence the following morning on
AIM.
Press enquiries:
RAP Group plc John Savage, Chairman T: 01282 410678
Williams de Broe plc Graham Lewinstein T: 020 7588 7511
Biddick Associates Ltd Zoe Biddick/Katie Tzouliadis T: 020 7464 4280
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