TIDMLDSG
RNS Number : 9099W
Leeds Group PLC
15 December 2023
15 December 2023
Leeds Group plc
("Leeds" or the "Company")
Proposed Disposal of subsidiary and
Notice of General Meeting
The Board of Leeds Group plc ('Board') announces that it has
conditionally agreed to sell the entire issued share capital of its
subsidiary, Hemmers-Itex Textil Import Export GmbH ('Hemmers'), to
a subsidiary of Nooteboom Bidco B.V. ("Nooteboom") for a cash
consideration of approximately GBP657,000. The consideration is
based on the net assets of Hemmers as at 30 November 2023,
excluding properties, less an agreed discount. Leeds will retain
three properties currently owned by Hemmers which have an aggregate
net book value of GBP5,209,000. The disposal is subject, inter
alia, to the approval by Leeds shareholders at a general meeting
and competition clearance from the German Cartel Office.
Hemmers has been loss making for a number of years and the Board
have looked at various options available to return Hemmers to
profitability. In the year to 31 May 2023, Hemmers had turnover of
GBP24,290,000 (2022: GBP23,998,000) and had a loss before taxation
of GBP793,000 (2022: GBP781,000). For some time, the Board has
believed that Hemmers, in the long term, is not able to operate as
a profitable standalone entity and that the best interests of
Hemmers would be better served as part of a larger organisation
reflecting the general consolidation that is taking place in the
textile market and thereby offering economies of scale in terms of
purchasing and sales. The Board has held discussions with a number
of interested parties and consider that proposed sale is the best
deal available.
The Board believes that the proposed sale is in the best
interests of the Company, shareholders and Hemmers and will
recommend shareholders vote in favour of the proposed sale. Certain
major shareholders, representing 54.24% of the Company's shares,
have indicated that they will vote in favour of the proposed
sale.
The effect of the proposed sale will be that the Company will no
longer have any trading business or activities and will become an
AIM Rule 15 Cash Shell. The disposal will constitute a fundamental
change of business of the Company under Rule 15 of the AIM Rules
and is therefore conditional on the passing of a resolution to
approve the disposal at a general meeting of the Company.
The circular to shareholders containing the details of the share
purchase agreement and notice of the general meeting, which will be
held at 11.00 a.m. on 9 January 2024 at the Radisson Blu Hotel,
Manchester Airport, M30 3RA, will today be posted on the Company's
website www.leedsgroup.plc.uk .
Full details of the proposals are set out in the extract from
the circular set out below.
This announcement contains inside information for the purposes
of UK Market Abuse Regulation and has been arranged for release by
Jan G Holmstrom, Chairman.
Enquiries:
Leeds Group plc Tel: 01937 547877
Dawn Henderson
Cairn Financial Advisers LLP Tel: 020 7213 0880
Nominated Adviser
Sandy Jamieson / Liam Murray / James
Western
The following information has been extracted from the circular.
As such, references, including page numbers, may be incorrect and
Shareholders should read the circular in full.
"To holders of Ordinary Shares
Dear Shareholder,
Proposed Sale of Hemmers-Itex Textil Import Export GmbH and
Notice of General Meeting
1. Introduction
It was announced earlier today that the Company has
conditionally agreed to sell the entire issued share capital of
Hemmers to Nooteboom for a cash consideration of approximately
GBP657,000. The consideration is based on the net assets of Hemmers
as at 30 November 2023, excluding properties, less an agreed
discount. The Continuing Group will retain three properties
currently owned by Hemmers, which have an aggregate net book value
of GBP5,209,000.
The Proposed Sale will constitute a fundamental change of
business of the Company under Rule 15 of the AIM Rules and is
therefore conditional on, inter alia, the passing of the Resolution
at the General Meeting.
The effect of the Proposed Sale will be that the Company will no
longer have any trading business or activities and will become an
AIM Rule 15 Cash Shell. As such, the Company must make an
acquisition or acquisitions which constitute a reverse takeover
under Rule 14 of the AIM Rules within six months of Completion or
be re-admitted to trading on AIM as an investing company under the
AIM Rules (which requires the raising of at least GBP6 million)
failing which the Ordinary Shares would then be suspended from
trading on AIM pursuant to Rule 40 of the AIM Rules. Admission to
trading on AIM would be cancelled six months from the date of
suspension, should the reason for the suspension not have been
rectified.
Accordingly, Shareholder approval to the Proposed Sale is being
sought at the General Meeting to be held at 11.00 a.m. on 9 January
2024. The notice convening the General Meeting and setting out the
Resolution to be considered at it is set out at the end of this
document. A summary of the action you should take is set out in
paragraph 11 below.
The three freehold properties currently owned by Hemmers will be
retained by the Continuing Group, through the Company's subsidiary,
Leeds Group Nordhorn Properties GmbH ("LG Nordhorn") and leased
back to Hemmers following Completion.
Further details of the Proposed Sale are set out below and in
Part 2 of this document.
The purpose of this document is to give you further details of
the Proposed Sale including the background to and reasons for it,
to explain why the Directors consider it to be in the best
interests of the Company and its Shareholders and stakeholders as a
whole and recommend that you vote in favour of the Resolution to be
proposed at the General Meeting.
Certain major Shareholders have confirmed to the Company their
intention to vote in favour of the Resolution in respect of
holdings totalling, in aggregate, 14,820,549 Ordinary Shares,
representing approximately 54.24 per cent. of the Company's
existing issued share capital. Further details are set out in
paragraph 9 below.
2. Background to and reasons for the Proposed Sale
As announced previously, Hemmers has been loss making for a
number of years and the Directors have looked at various options
available to return Hemmers to profitability. For some time, the
Directors have believed that Hemmers, in the long term, is not able
to operate as a profitable standalone entity and that the best
interests of Hemmers would be better served as part of a larger
organisation reflecting the general consolidation that is taking
place in the textile market and thereby offering economies of scale
in terms of purchasing and sales. The Directors have held
discussions with a number of interested parties and consider that
Proposed Sale is the best deal available and is in the best
interests of Shareholders.
3. Information on Hemmers
Hemmers is based in Nordhorn, Germany and is an international
business engaged in the designing, importing, warehousing and
wholesale distribution of fabrics. The markets in Germany and other
European countries have over the past few years been affected by
the Covid-19 pandemic and the conflict in Ukraine and more recently
by historically high inflation and high interest rates. Following
the decision by management to place KMR into insolvency and to
appoint a liquidator, Hemmers has been the sole business activity
of the Company.
In the year to 31 May 2023, Hemmers had turnover of
GBP24,290,000 (2022: GBP23,998,000) and had a loss before taxation
of GBP793,000 (2022: GBP781,000). As at 31 May 2023, the net assets
of Hemmers were approximately GBP5,352,000, excluding the three
freehold properties currently held by Hemmers and the provision for
the KMR bank guarantee.
4. Principal terms of the Proposed Sale
Pursuant to the Share Purchase Agreement, the Company is
proposing to sell the entire issued share capital of Hemmers to
Nooteboom. The cash consideration payable by Nooteboom to the
Company is approximately GBP657,000. The consideration is based on
the net assets of Hemmers as at 30 November 2023, excluding
properties, less an agreed discount. The Continuing Group will
retain the three properties currently owned by Hemmers which have
an aggregate net book value of GBP5,209,000.
Completion of the Proposed Sale is conditional upon certain
closing conditions, including (amongst others) the approval of the
Resolution at the General Meeting and competition clearance by the
German Cartel Office which is expected to take approximately 4 to 6
weeks.
As at 30 November 2023, the net assets (excluding the three
properties) of Hemmers are estimated to be approximately
GBP5,145,000. Nooteboom will take on all these assets and all
outstanding debts, and bank indebtedness.
It is expected that the net cash proceeds of the Proposed Sale
on completion will, after transaction costs and any taxes due, be
neutral.
The Continuing Group will retain the three freehold properties
currently owned by Hemmers. The properties will be transferred to
LG Nordhorn, a subsidiary of the Company, prior to completion of
the Proposed Sale at an aggregate net book value of GBP5,209,000.
The intercompany loan between Hemmers and the Company of
GBP2,589,000 will be used as part payment for the properties. The
balance due on the transfer of the properties of GBP2,620,000 will
be settled by a distribution from Hemmers to the Company.
Further details of the Share Purchase Agreement are set out in
Part 2 of this document.
5. Information on Acquirer
In May 2022, investment company Bencis Capital Partners became
the owner of Nooteboom Textiel B.V. Nooteboom Textiel, which is a
170 year old company based in Tilberg in the Netherlands and a
wholesaler in fabrics for ladies and children's clothing and home
decoration. It sources materials globally, which it then exports to
over 50 countries . Nooteboom Bidco GmbH is part of this group of
companies.
6. The effect of the Proposed Sale on the Company
It is estimated that the net cash proceeds of the Proposed Sale
on Completion will be neutral after transaction costs and any taxes
due.
Following the Proposed Sale, it is expected that the Company
will need to arrange a bank loan secured on the properties of
GBP950,000 in order to bridge the funding requirement of the
Company between paying some of the tax liabilities which arise on
the transfer of the properties until the time it can recover the
majority of the tax paid. The Company will also assume a bank
guarantee as part of the Proposed Sale in relation to KMR, a
subsidiary of Hemmers which was placed into liquidation last
financial year, amounting to a maximum amount of GBP345,000.
Therefore, the bank loan will be used to fund this additional
potential liability in respect of KMR if it crystallises.
Going forward the Company will have no trading activities but
through LG Nordhorn, it will own three commercial properties in
Germany with an aggregate net book value of GBP5,209,000 as at 30
November 2023. The properties will be leased back to Hemmers and,
therefore, the Continuing Group will derive an average rental
income of approximately GBP440,000 per annum over five years, which
will cover the operating expenses of the Company for those five
years.
As an AIM Rule 15 Cash Shell, the Company will have operating
cash flow and will not be dependent on any subsequent fundraisings
for its working capital requirements. In the event that the Company
does require additional funding in future, there can be no
guarantees that funding will be forthcoming and the Company's
ability to raise further funds may depend on the success of
existing property investments.
7. Strategy following Completion
If the Proposed Sale completes, the Company will become an AIM
Rule 15 Cash Shell.
The Company will consider all options available to it once the
Proposed Sale completes. One option that the Company may consider
would be a reverse takeover transaction, subject to Shareholder
approval, with the aim of delivering Shareholder value. Pursuant to
Rule 14 of the AIM Rules, a reverse takeover transaction would
require the publication of an admission document in respect of the
proposed enlarged entity and would be conditional upon the consent
of the Shareholders being given at a general meeting. In accordance
with the guidance notes to Rule 14 of the AIM Rules, trading in the
Ordinary Shares would be suspended following the announcement that
a reverse takeover had been agreed or was in contemplation until
the publication of an AIM admission document or an announcement
that the transaction was not proceeding. The Company may also
consider being re-admitted to trading on AIM as an investing
company under the AIM Rules (which requires the raising of at least
GBP6 million), or alternatively procuring the disposal of the three
remaining properties and distributing the surplus cash remaining to
Shareholders. The Board has not yet decided on its strategy
following completion of the Proposed Sale, nor has it identified
any potential reverse targets. A further announcement will be made
by the Company once the Board has completed a review of the various
options available to the Company.
If the Company decides to seek to complete a reverse takeover
transaction, any failure in completing an acquisition or
acquisitions which constitute(s) a reverse takeover under AIM Rule
14 (including seeking re-admission as an investment company (as
defined under the AIM Rules) will result in cancellation of the
Ordinary Shares from trading on AIM.
The Company will be dependent upon the ability of the Board
following Completion to identify suitable acquisition targets. As
at the date of this document, no investment opportunities have been
identified. There is no guarantee that the Company will be able to
acquire an identified opportunity at an appropriate price, or at
all, as a consequence of which resources might have been expended
fruitlessly on investigative work and due diligence.
Market conditions may have a negative impact on the Company's
ability to make an acquisition or acquisitions which constitute a
reverse takeover under AIM Rule 14. There is no guarantee that the
Company will be successful in meeting the AIM Rule 14 deadline as
described above.
The Company expects to incur certain third-party costs
associated with the sourcing of a suitable acquisition or
acquisitions. The Company can give no assurance as to the level of
such costs and given that there is no guarantee that negotiations
to acquire any given target business will be successful, the
greater the number of deals that do not reach completion, the
greater the likely impact of such costs on the Company's
performance, financial condition and business prospects.
8. Use of proceeds
The Company intends to retain any cash proceeds from the
Proposed Sale (after expenses and any tax due) for working capital
purposes while the Board undertakes a review to decide on the best
course of action for Shareholders.
9. Intentions to vote
Mr Johan Claesson, a Director and Shareholder, and Mr Peter
Gyllenhammar, a Shareholder, have confirmed to the Company their
intention to vote in favour of the Resolution to be proposed at the
General Meeting (and, where relevant, to procure that such action
is taken by the relevant registered holders if that is not one of
them) in respect of their beneficial holdings totalling, in
aggregate, 14,820,549 Ordinary Shares, representing approximately
54.24 per cent. of the Company's entire issued share capital.
10. General Meeting
You will find set out at the end of this document a notice
convening the General Meeting to be held at 11.00 a.m. on 9 January
2024 at the Radisson Blu Hotel, Manchester Airport, M30 3RA at
which the Resolution will be proposed.
The Resolution, which will be proposed as an ordinary
resolution, is to approve the Proposed Sale and to authorise the
Directors to take all steps necessary or desirable to complete the
Proposed Sale. In order for the Resolution to be passed, a simple
majority (being more than 50 per cent.) of votes cast (in person or
by proxy) must be in favour of the Resolution.
Shareholders should read the Notice of General Meeting at the
end of this document for the full text of the Resolution and for
further details about the General Meeting.
Voting on the Resolution will be by way of a poll rather than a
show of hands. A poll ensures that all the Ordinary Shares voted by
Shareholders who are unable to attend the General Meeting, but who
have appointed proxies, are taken into account in the final voting
results.
Pursuant to regulation 41 of the CREST Regulations, only those
Shareholders registered in the register of members of the Company
at 8.00 p.m. on 5 January 2024 as holders of Ordinary Shares shall
be entitled to vote at the General Meeting in respect of the number
of Ordinary Shares registered in their name at that time. Changes
to entries in the register of members of the Company after that
time shall be disregarded in determining the rights of any person
to vote at the General Meeting.
Should Shareholders wish to ask any questions in relation to the
Resolution, which they may otherwise have asked at the General
Meeting had they been in attendance, they are encouraged to contact
the Company prior to the General Meeting by email to
admin@leedsgroup.plc.uk.
11. Action to be taken
A Shareholder can vote either by logging on to
www.signalshares.com and following the instructions; in the case of
CREST members, by utilising the CREST electronic proxy appointment
service; or via the Proxymity platform; or by requesting a Form of
Proxy directly from the Registrars, Link Group via email at
shareholderenquiries@linkgroup.co.uk or on telephone: 0371 664
0300. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales.
To submit a proxy electronically using the link
www.signalshares.com Shareholders will need to log into their
Signal Shares account or register if they have not previously done
so. To register Shareholders will need their Investor Code which is
detailed on their share certificate. Shareholders who need help
with voting online should contact the Registrars, Link Group.
To be valid, the Form of Proxy and any power of attorney or the
authority under which it is signed (or a notarial certified copy of
it) must be completed and submitted electronically using the Signal
Shares system; CREST system; or lodged at the Registrars, Link
Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL
not later than 11.00 a.m. on 5 January 2024.
Your attention is drawn to the fact that the Proposed Sale is
conditional and dependent on the Resolution being passed by
Shareholders at the General Meeting. Shareholders are asked to vote
in favour of the Resolution in order for the Proposed Sale to
proceed.
12. Recommendation
The Directors consider the Proposed Sale to be in the best
interests of the Company, its Shareholders and stakeholders as a
whole and accordingly unanimously recommend Shareholders to vote,
or procure the vote, in favour of the Resolution to be proposed at
the General Meeting. Certain major Shareholders have confirmed to
the Company their intention to vote in favour of the Resolution in
respect of their entire beneficial holdings being, in aggregate,
14,820,549 Ordinary Shares, representing approximately 54.24 per
cent. of the Company's existing issued share capital.
PART 2
SUMMARY OF THE PRINCIPAL TERMS OF THE SHARE PURCHASE
AGREEMENT
1. General
The Share Purchase Agreement was entered into on 14 December
2023 between the Company and Acquirer.
Pursuant to the terms of the Share Purchase Agreement, the
Company has agreed to sell, and Acquirer has agreed to buy, all of
the fully paid ordinary shares in the capital of Hemmers (the "
Hemmers Shares").
2. Encumbrances
The Hemmers Shares will be transferred free of all
encumbrances.
3. Purchase price
The consideration payable by Acquirer to the Company is
approximately GBP657,000 in cash. The consideration is based on the
net assets of Hemmers as at 30 November 2023, excluding properties,
less an agreed discount. The Continuing Group will retain the three
properties currently owned by Hemmers which have an aggregate net
book value of GBP5,209,000.
Hemmers owes the Company GBP2,589,000, being the amount
outstanding on the inter-company loan account. This will be used to
settle the transfer of the three properties to a subsidiary of the
Company, LG Nordhorn, from Hemmers in addition to a distribution
from Hemmers to the Company of GBP2,620,000.
4. Pre-Completion obligations
The Company has agreed to ensure that between execution of the
Share Purchase Agreement and Completion, that Hemmers conducts its
business in the ordinary course and subject to usual and customary
pre-completion restrictions.
5. Conditions to Completion
Completion is subject to certain closing conditions ("Conditions
Precedent") being satisfied or waived, which include but are not
limited to:
-- the passing of the Resolution as set out in the Notice of General Meeting; and
-- competition clearance from the German Cartel Office;
-- no material adverse change shall have occurred; and
-- confirmation of the net asset figure of Hemmers as at 30
November 2023 as the current consideration is based on the 31
October 2023 management accounts net asset figure.
The Board expects that, subject to the satisfaction and/or
waiver (where applicable) of the conditions precedent to the
Proposed Sale, Completion is expected to occur by 31 January
2024.
6. Termination
If any of the Conditions Precedent has not been satisfied or
waived before the date which is 6 months from the date of the
complete filing with the German Cartel Office (the Long Stop Date),
each party may withdraw from the Share Purchase Agreement and all
of the obligations of the parties under the Share Purchase
Agreement shall cease, except for certain obligations such as
confidentiality. The Share Purchase Agreement may also be
terminated by either Acquirer or the Company in the event of a
failure of the other party to satisfy its Completion obligations.
In the event Nooteboom is entitled to withdraw from the Share
Purchase Agreement due to the Resolution as set out in the Notice
of General Meeting not having been passed, the Company shall be
required to pay a penalty to Nooteboom of approximately
GBP430,000.
7. Warranties
The Share Purchase Agreement contains warranties given by the
Company relating to the Company's solvency, power and authority to
enter into and perform its obligations under the transaction
contemplated by the Share Purchase Agreement and share
ownership.
A number of business warranties are given by the Company to
Acquirer (for example in respect of employment, assets, trading,
litigation, intellectual property). Acquirer recourse against the
Company for breach of warranties, indemnifications and otherwise
under the Share Purchase Agreement is limited to certain agreed
liability caps, with an overall maximum liability capped at
GBP6,042,000.
8. Governing law
The Share Purchase Agreement is governed by the laws of
Germany."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Proposed Sale 15 December 2023
Publication and posting of this document 15 December 2023
Latest time and date for receipt of 11.00 a.m. on 5 January
Forms of Proxy and CREST voting instructions 2024
General Meeting 11.00 a.m. on 9 January
2024
Announcement of the result of the General 9 January 2024
Meeting
Expected completion date of the Proposed 31 January 2024
Sale
Note:
Each of the above times and/or dates is subject to change at the
absolute discretion of the Company. If any of the above times
and/or dates should change, the revised times and/or dates will be
announced through a Regulatory Information Service (as defined in
the AIM Rules).
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
"Act" the Companies Act 2006;
"AIM" the AIM market operated by the London Stock
Exchange;
"AIM Rule 15 Cash has the meaning given to 'AIM Rule 15 cash shell'
Shell" in the AIM Rules;
"AIM Rules" the rules and guidance notes for AIM companies
and/or (as the context requires) their nominated
advisers issued by the London Stock Exchange
from time to time relating to AIM traded securities
and the operation of AIM;
"Business Day" a day on which dealings in domestic securities
may take place on the London Stock Exchange;
"Cairn" Cairn Financial Advisers LLP, a limited liability
partnership incorporated and registered in England
and Wales with registered number OC351689, and
the Company's nominated adviser, authorised
and regulated by the FCA;
"Company" or "Leeds Leeds Group plc, a company incorporated and
Group " registered in England and Wales with registered
number 00067863;
"Completion" completion of the Proposed Sale in accordance
with the Share Purchase Agreement;
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is
the operator (as defined in those regulations);
"CREST Regulations" the Uncertificated Securities Regulations 2001
(S.I. 2001 No. 3755);
"Continuing Group" the Company and its subsidiary undertakings
immediately following Completion;
"Directors" or the directors of the Company whose names are
"Board" set out on page 5 of this document, or any duly
authorised committee thereof;
"DTRs" the disclosure guidance and transparency rules
made by the FCA under Part VI of FSMA (as set
out in the FCA handbook), as amended from time
to time;
"Euroclear" Euroclear UK & International Limited, the operator
of CREST;
"Existing Group" the Company and its subsidiary undertakings
as at the date of this document (including,
without limitation, Hemmers);
"Existing Ordinary the 27,320,843 Ordinary Shares in issue at the
Shares" date of this document, all of which are admitted
to trading on AIM;
"FCA" the Financial Conduct Authority;
"Form of Proxy" the hard copy form of proxy for use in connection
with the General Meeting;
"FSMA" the Financial Services and Markets Act 2000;
"General Meeting" the general meeting (or any adjournment thereof)
of the Shareholders at which the Resolution
will be proposed to be held at 11.00 a.m. on
9 January 2024 at the Radisson Blu Hotel, Manchester
Airport, M30 3RA, notice of which is set out
in the Notice of General Meeting;
"Hemmers" Hemmers-Itex Textil Import Export GmbH, a company
incorporated and registered in Germany with
registered number 131127;
"Link Group" the trading name of Link Market Services Limited,
the Company's share registrar;
"London Stock Exchange" London Stock Exchange plc;
"Notice of General the notice convening the General Meeting which
Meeting" is set out at the end of this document;
"Nooteboom" or Waterside A62. Vermögensverwaltungsgesellschaft
the "Acquirer" GmbH (in the future: Nooteboom Bidco GmbH) ,
a wholly owned subsidiary of a Dutch private
company with limited liability, Nooteboom Bidco
B.V., registered with the trade register of
the chamber of commerce in the Netherlands under
number 83365206, which is owned by Bencis Capital
Partners who own the entire issued share capital
of Nooteboom Textiel B.V.;
"Ordinary Shares" the ordinary shares of 12 pence each in the
capital of the Company;
"Proposed Sale" the proposed sale of the entire issued share
capital of Hemmers pursuant to the Share Purchase
Agreement;
"Resolution" the ordinary resolution to be proposed at the
General Meeting seeking Shareholder approval
to the Proposed Sale for the purposes of Rule
15 of the AIM Rules;
"Restricted Jurisdiction" Australia, Canada, Japan, New Zealand, the Republic
of South Africa or the United States;
"Share Purchase the conditional share purchase agreement dated
Agreement" 14 December 2023 between the Company and Nooteboom
relating to all shares in Hemmers;
"Shareholders" holders of Ordinary Shares;
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland;
"uncertificated" an ordinary share recorded on a company's share
or "in uncertificated register as being held in uncertificated form
form" in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST;
"Voting Record 8.00 p.m. on 5 January 2024.
Time"
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