Orchard Furniture PLC
19 January 2000
Orchard Furniture PLC
Restoration of AIM quotation
Placing of new ordinary shares
Board changes
On 10th January 2000, Orchard Furniture ('Orchard' or 'the Company') announced
that, at a meeting of the Company's creditors held on that day, the terms of the
Company Voluntary Arrangement ('CVA') were approved. It was also announced that
shareholders in the Company had approved the special resolution proposed at the
Extraordinary General Meeting held on the same day. These were necessary steps
towards enabling Orchard to be requoted as a shell company.
Subsequently on 18th January the Company placed 550,000,000 new Ordinary Shares
of 0.1p ('the Placing Shares') at a price of 0.2p, raising £1.1m before
expenses, subject to admission of the Placing Shares to the Alternative
Investment Market ('AIM'). Application will be made for the new shares to be
admitted to AIM, and it is anticipated that dealings in the Placing Shares (and
the existing Ordinary Shares in the Company, which are presently suspended) will
commence on 25th January. In addition, the CVA will result in the issue of up to
18,000,000 new Ordinary Shares to creditors of the Company and it is expected
that these shares will be issued by the end of February 2000. The holder of the
Convertible Secured Loan Stock in the Company ('CSLS') has given notice to
exercise its conversion rights in respect of all of the CSLS, together with
accrued interest which will result in the issue of 71,360,000 new Ordinary
Shares in the Company on 15th February 2000.
At a Board Meeting on 19th January, A P Appleton, A P Davies and Miss D K Exley
resigned as Directors of the Company, and A T Lawson-Cruttenden and R J
Armstrong were appointed to the Board. Mr Lawson-Cruttenden (aged 44) is a
Solicitor Advocate and is Senior Partner of Lawson-Cruttenden & Co. Mr
Armstrong (aged 52) is a stockbroker with Fiske & Co Ltd who specialises in
raising money for smaller public companies. Following the Placing, Mr Armstrong
has a holding of 56,250,000 shares (9.46%) in the Company. Mr
Lawson-Cruttenden has been appointed Chairman of Orchard.
H R Gillespie will remain on the Board as a non-executive Director.
On requotation, Orchard will initially be a cash shell with no trading business.
It is the intention of the new Board of the Company to identify suitable
investments or a single acquisition with a view to enhancing shareholder value.
It is anticipated that the name of the Company will be changed and its shares
consolidated when the future direction of Orchard has been established.
Peel, Hunt & Company Limited has resigned as Nominated Adviser and Nabarro Wells
& Co. Limited has been appointed as replacement. Nabarro Wells & Co Limited has
been granted an option, exercisable for a period of three years, to subscribe
5,000,000 new ordinary shares in the Company at a price of 0.2p per share. It
is intended that Fiske & Co Ltd will become Nominated Broker in place of Peel,
Hunt & Company Limited on 25th January 2000, following the commencement of
dealings on AIM.
19th January 2000
Enquiries
Richard Armstrong, Tel: 0171 448 4700
APPENDIX
Details of new directors
Arthur Timothy
Lawson-Cruttenden Richard James Armstrong
Current Directorships Orchard Furniture PLC Orchard Furniture PLC
Former directorships
held in the previous
five years none none
Neither Mr Lawson-Cruttenden nor Mr Armstrong has been involved in any
bankruptcies or any receiverships or liquidations of companies where he was a
director at the time of or within the 12 months preceding such events.