Disposal
YJL PLC
7 July 2000
DISPOSAL OF THE BUSINESS AND CERTAIN ASSETS OF
BIRCHWOOD CONCRETE PRODUCTS LIMITED
INTRODUCTION
YJL plc ('YJL') announces that on 6 July 2000 it entered into conditional
agreements (the 'Disposal Agreements') to dispose of the business and certain
assets of Birchwood Concrete Products Limited and its wholly owned subsidiary,
Birchwood Omnia Limited (together referred to as 'Birchwood') to Hanson
Concrete Products Limited ('Hanson') for a total consideration of £8,500,000
payable in cash on completion (the 'Disposal').
In view of the size of the Disposal relative to the size of YJL, the Disposal
requires the approval of shareholders. A circular to shareholders containing
full details and convening an Extraordinary General Meeting for the purpose of
approving the Disposal will be despatched shortly. Completion is conditional
only on obtaining such approval.
BACKGROUND TO, AND REASONS FOR, THE DISPOSAL
Birchwood specialises in the manufacture of concrete products for the UK
building industry. These products, which include pre-cast hollowcore floor
and stair units, wide slab flooring and bridge decking, are produced at
Birchwood's manufacturing facilities in Derbyshire and Tyne & Wear.
Birchwood was acquired as part of the £12.2 million cash offer by YJL for
Britannia Group PLC ('Britannia') which was declared wholly unconditional on 7
April 2000. In the year ended 31 December 1999, Birchwood generated turnover
and operating profit of £11.8 million and £1.1 million, respectively.
To maintain the focus of YJL on its core activities of construction and
property development, the directors of YJL (the 'Directors') have decided that
the business and certain assets of Birchwood should be sold.
The Directors believe that the consideration for the Disposal is a fair price.
The proceeds of the Disposal will be used to improve YJL's cash position,
finance the development of YJL's existing business and may be used to help
fund future acquisitions.
PRINCIPAL TERMS AND CONDITIONS OF THE DISPOSAL
Under the Disposal Agreements, YJL has agreed to sell the assets of Birchwood
to Hanson with the exception only of any cash held, together with one property
not used by the business and any outstanding current debtors and current
creditors, at completion of the Disposal.
The consideration payable by Hanson under the Disposal Agreements is
£8,500,000, payable in cash at completion.
The sale and purchase under the Disposal Agreements is conditional upon the
consent of Shareholders at an Extraordinary General Meeting. If such consent
is given, completion of the sale and purchase under the Disposal Agreements
will take place within 7 days after the Extraordinary General Meeting.
FINANCIAL EFFECTS OF THE DISPOSAL
YJL expects to realise, after deducting transaction expenses but before
taxation costs associated with the Disposal, approximately £8.3 million in
cash.
CURRENT TRADING AND PROSPECTS
In its interim accounts for the six months ended 31 March 2000, announced on
31 May 2000, YJL reported a profit before tax of £1.0 million on turnover of
£85.1 million, progress within its construction and property divisions and the
subsequent acquisitions of Britannia Group PLC and David Lodge & Sons
(Builders) Limited.
Opportunities will be sought in businesses that will add to the portfolio of
specialist construction companies. This will remain the position following
the Disposal, the proceeds of which may be used to finance suitable
opportunities.
RECOMMENDATION
The Directors, who have been so advised by Rowan Dartington, believe that the
Disposal is in the best interests of YJL and the shareholders as a whole and,
accordingly, unanimously recommend shareholders to vote in favour of the
resolution to be proposed at the Extraordinary General Meeting.
The Directors and Browallia International BV (a wholly owned subsidiary of
Forvaltnings AB Browallia Group, being a company connected with Peter
Gyllenhammer, the Deputy Chairman of YJL), intend to vote in favour of the
resolution in respect of their own legal and beneficial interests amounting,
in aggregate, to 22,553,166 Ordinary Shares, representing approximately 29.4
per cent. of the issued share capital of YJL.