Reece PLC
14 April 2000
DISPOSAL OF CYCLES DIVISION
The Company is pleased to announce that its wholly owned
subsidiary, Service (Engineers) PLC ('Service (Engineers)')
has today entered into a conditional sale and purchase
agreement for the disposal of the Cycles Division to GW 112
Limited, a company which is wholly owned by Mike Norris and
his wife. Because of the relative size of the disposal and
the fact that GW 112 Limited is controlled by the Company's
Managing Director, the agreement is conditional, inter alia,
upon the approval of ordinary shareholders. A circular
convening the necessary Extraordinary General Meeting will be
sent to shareholders in due course.
The consideration payable under the agreement amounts to
£860,000 of which £510,000 is payable in cash on completion
(subject to subsequent adjustment by reference to the net
asset value on completion as detailed below) with the balance
of £350,000 payable in cash as to £100,000 six months after
the completion date, £125,000 on the first anniversary of the
completion date and as to £125,000 eighteen months after the
completion date. A cash sum, currently estimated to amount to
£60,000, equal to 75 per cent of the value of non-current
trade debtors is also payable on completion which is expected
to occur on 5 May 2000.
The consideration is subject to adjustment depending on the
net asset value on completion. To the extent that the value of
the net assets being disposed of less the sum of £200,000
differs from the sum of £860,000 the consideration will be
adjusted by an amount equal to the difference. As a result of
this, the transaction is expected to result in a loss on
disposal of some £300,000, excluding any loss relating to
goodwill.
The Cycles Division is involved in the distribution of cycles
and cycle accessories, under the 'Probike' and 'Univega'
brands, which are sold principally to independent cycle
dealers in the United Kingdom and Eire. The majority of
products are imported from the Far East. The Cycles Division
operates from three leasehold warehouses in the West Midlands
and has a team of salesmen who visit customers on a regular
basis.
During the year ended 31 December 1998 the Cycles Division
made operating losses of £143,000 (after management charges
and exceptional administrative expenses of £230,000) on
turnover of £5.97 million. At that date it had net
liabilities of £138,000. In the half year to 30 June 1999,
the division reported unaudited operating losses of £72,000 on
turnover of £2.35 million.
The net sale proceeds will be applied in reducing the Group's
indebtedness.
On completion of the proposed Disposal, Mike Norris will
resign from the Board without compensation. The Company's
remaining businesses, Service (Engineers) and APP, will
continue to be run by their existing management teams.
Discussions continue on the sale of a further division of the
Group and an announcement will be made when appropriate. The
Directors are seeking to diversify the Group's activities into
other areas. Any such diversification is likely to involve a
substantial acquisition and shareholders will be informed of
any significant developments.
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