Proposed Disposal
LUPUS CAPITAL PLC
26 July 1999
Lupus Capital plc
PROPOSED SALE OF THE EPS GROUP OF COMPANIES
- Lupus Capital plc ('Lupus' or the 'Company') announces that it proposes to
sell all of its property services operations - the EPS Group of Companies - to
Environmental Property Services Holdings Limited ('EPS Holdings' or the
'Purchaser'), an MBO vehicle led by David Anderson, currently Managing
Director of Lupus's property services operations. The management is backed by
funds advised by Alchemy Partners and by the Bank of Scotland.
- The total cash consideration is approximately £7.8 million. The Purchaser
has also undertaken to discharge deferred consideration relating to two
acquisitions made in December 1998 amounting to a maximum aggregate sum of
£1.53 million.
- The transaction is subject to shareholder approval and an Extraordinary
General Meeting will be held on 12 August 1999.
Commenting on the proposed disposal, Charles Ryder, Chairman of Lupus said:
'This is a very satisfactory transaction for both parties. It will put Lupus
in a position to pursue its strategy - investing in small and medium sized
public companies which have lost, or are lacking, strategic direction -
vigorously over the coming months.'
For further information please contact:
Lupus Capital plc Tel: 0171 821 0233
or Tel: 0171 821 7206
Charles Ryder, Chairman
James Orr, Finance Director
Merlin Financial Tel: 0171 606 1244
Paul Downes / Karen Simmonds
Proposed Sale of the EPS Group of Companies
Lupus Capital plc has today entered into a conditional agreement with
Environmental Property Services Holdings Limited for the sale of all its
property services operations - the EPS Group of Companies - for a cash
consideration of £7.81 million, comprising pre-contract dividends paid by the
EPS Group of Companies to Lupus totalling £1.63 million together with £6.18
million payable on completion. In addition to the cash consideration the
Purchaser has undertaken to discharge the deferred consideration payable
pursuant to the agreements relating to the acquisitions of IPM Engineering
Limited ('IPM Engineering') and RLH Group Limited ('RLH Group'). The maximum
aggregate amount payable under these agreements is approximately £1.53
million.
Environmental Property Services Holdings Limited is a new company formed for
the purpose of making the acquisition of the EPS Group of Companies and which
has been financed by certain funds advised by Alchemy Partners, by the Bank of
Scotland and by certain employees of the Group being David Anderson, the
Company's Managing Director, George Rajendra, Nigel Morley, David Hamilton and
Richard Burl, (the 'Buy Out Team') all of whom except Richard Burl are
directors of one or more of the Company's subsidiaries.
The Buy Out Team (not including Richard Burl) will together be interested in,
or have a contingent right to be interested in, up to 43.25 per cent of the
ordinary share capital of the Purchaser. The result of this, taken together
with the directorships of certain members of the Buy Out Team as described
above, is that the Purchaser is deemed to be a related party under the Listing
Rules of the London Stock Exchange and the sale therefore constitutes a
related party transaction for the purposes of those rules. In view of this
and the size of the sale relative to the Company, the sale is conditional,
inter alia, upon the approval of Shareholders. This will be sought at the
Extraordinary General Meeting to be held on 12 August 1999.
EPS Group of Companies
The EPS Group of Companies principally consists of the following businesses:
- The maintenance and refurbishment of residential property for local
authorities and housing associations - carried out by Environmental Property
Services Group Limited ('EPS Group');
- Mechanical and electrical services for owners and occupiers in the private
sector, mainly large corporates - carried out by EPS Group;
- Planned and responsive maintenance for heating, air conditioning and
electrical services in commercial and residential buildings - carried out by
IPM Engineering;
- Planned and responsive maintenance services for heating systems and
installation and refurbishment works primarily for local authorities and
housing associations - carried out by RLH Group.
Reasons for the Sale and Future Strategy
As previously disclosed in the Company's accounts for the year ended 31
December 1998 the Board has decided that the Company will in future be
directed towards investing in small and medium sized public companies which
the Board believes have lost, or are lacking, strategic direction. The
Company will provide and, where necessary, implement strategic plans for these
companies, including appropriate exit routes.
The current environment for small and medium sized public companies remains
very challenging with continuing, substantial change taking place in the
financial and commercial markets. This has caused shareholders, particularly
institutions, to concentrate their investment policy on large, international
companies with liquid markets in their equity capital. However, the Board
believes that changes in the commercial environment - for example the advent
of low inflation generally, deflation in certain goods, and the
internationalisation of consumer products - have also been driving forces in
this development. The Board also believes that these forces are of a
structural, long-term nature.
In such an environment, it is necessary for these companies to find strategic
solutions so that all shareholders (not least institutional shareholders with
larger, and hence particularly illiquid, stakes) can derive value and also to
ensure that the particular company's products and employees can develop in the
increasingly competitive global market. However, for a variety of reasons,
boards alone often find it difficult to set a strategy for dealing with these
challenges, not least because a company's development cannot necessarily be
achieved by remaining as an independent company. With the management team now
in place at Lupus (which was appointed in February 1999), the Company will be
able to provide the plans, means and methodology to meet such challenges.
Principal Terms and Conditions of the Sale
Under the terms of the sale agreement, the Company will receive an aggregate
cash consideration of £7.81 million comprising pre-contract dividends paid by
the EPS Group of Companies to Lupus totalling £1.63 million together with
£6.18 million payable on completion. In addition to the cash consideration,
the Purchaser has undertaken to discharge the deferred consideration payable
pursuant to the agreements relating to the acquisitions of IPM Engineering and
RLH Group. The maximum aggregate amount payable under these agreements is
approximately £1.53 million. The consideration is based on the adjusted net
tangible asset value of the EPS Group of Companies at completion being not
less than £889,000. In the event that the adjusted net tangible assets of the
EPS Group of Companies are less than £889,000 at completion the Company will
pay to the Purchaser an amount equal to the shortfall provided that the
shortfall exceeds £50,000. If the adjusted net tangible assets are greater
than £889,000 then the consideration will be increased by an amount equal to
the excess provided that the excess exceeds £50,000. Completion, which inter
alia is conditional on Shareholders' approval and a facility letter provided
by the Bank of Scotland to the Purchaser becoming unconditional in all
respects, is expected to take place on 13 August 1999, the day after the
Extraordinary General Meeting.
The Board
In view of David Anderson's role with the Buy Out Team, he will be resigning
from the Board on Completion.
Financial Effects of the Sale and Prospects
The sale of the EPS Group of Companies will leave the Company principally with
cash, certain quoted investments, freehold properties and some sundry debtors
and creditors. The funds arising from the sale will be used to invest in or
to acquire other quoted companies with the intention of enhancing shareholder
value. The Board believes there are many such investment opportunities and a
number are currently under consideration.
The Board looks to the future with confidence.
Extraordinary General Meeting
A circular will be posted to shareholders later today convening an
Extraordinary General Meeting of the Company for 12 August 1999 at which a
resolution to approve the sale will be proposed.