TIDMSTU
RNS Number : 9072W
Studio Retail Group PLC
16 December 2019
16 December 2019
Studio Retail Group plc
("Company")
Proposed Disposal of Findel Education Limited for GBP50.0
million
Studio Retail Group plc, the online value retail and education
business, is pleased to announce that it has entered into a
conditional agreement for the sale ("Disposal") of Findel Education
Limited ("Findel Education") to the Council of the City of
Wakefield, acting in its capacity as the lead authority of the
joint committee known as the Yorkshire Purchasing Organisation
("YPO" or "Purchaser"), for a gross consideration of GBP50.0
million on a debt free, cash free basis ("Consideration").
Completion of the Disposal is subject to, amongst other matters,
shareholder approval and obtaining clearance for the Disposal from
the UK Competition and Markets Authority.
Transaction highlights
-- Sale of Findel Education for a gross consideration of GBP50.0
million, representing a multiple of 10.3x FY19 adjusted EBITDA,
subject to customary adjustments on Completion
-- Recognises the value of Findel Education and the long term
growth potential of a combined Findel Education and YPO
business
-- Material premium to the value that the Board believes would
have been created for Shareholders through continued ownership of
Findel Education
-- Transaction unanimously agreed by the Board to be in the best interests of shareholders
-- Net cash proceeds are expected to be approximately GBP48.0 million at completion
-- The net cash proceeds will be used to make a voluntary
payment to the Group's defined benefit pension fund with the
remainder to reduce Group debt
-- The Disposal is conditional upon, amongst other matters,
shareholder approval and obtaining clearance from the UK
Competition and Markets Authority
-- Following the Disposal, the Group will focus on its high
growth, value orientated ecommerce business, Studio
-- Irrevocable undertakings obtained to vote to approve the
Disposal representing 37.4 per cent. of issued ordinary share
capital
-- Completion expected to occur in 2020 subject to receiving the
necessary approvals and clearances
-- Interim results announced separately today, record Black Friday trading
Phil Maudsley, CEO of Studio Retail Group plc commented:
"Education has undergone a digital transformation over the past
two years, and we are confident that YPO represents a natural new
home for the business.
"We believe this transaction is in the best interests of all
Studio stakeholders, allowing us to focus on driving further growth
within our core Studio value retail business.
"I would like to thank our colleagues at Education for their
hard work and wish them well for the future."
Simon Hill, Managing Director of YPO commented:
"Bringing together these two organisations will enable YPO to
continue to grow its core activity of providing value for money and
excellent service to its education and public sector customers.
This is an excellent example of local authorities acting in a
collaborative and commercial manner to provide benefits to local
communities across the whole of the country."
In view of its size, the Disposal constitutes a Class 1
transaction under the Listing Rules. Completion is therefore
conditional upon, amongst other matters, the passing of an ordinary
resolution approving the Disposal by Ordinary Shareholders. Once
approved by the Financial Conduct Authority, a circular and notice
of general meeting ("Circular") will be posted to Ordinary
Shareholders as soon as practicable thereafter and will be made
available for inspection at www.studioretail.group. A further
announcement will be made on posting of the Circular and notice of
general meeting in due course.
This announcement contains inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014.
Enquiries:
Studio Retail Group plc
Ian Burke, Group Chairman
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
Tulchan Communications
Catherine James
Will Smith
020 7353 4200
Stifel Nicolaus Europe Limited (Joint Sponsor, Joint Financial
Adviser and Joint Corporate Broker to Studio Retail Group plc)
Francis North
Matthew Blawat
William Brinkley
020 7710 7600
Nplus1 Singer Advisory LLP (Joint Sponsor, Joint Financial
Adviser and Joint Corporate Broker to Studio Retail Group plc)
Mark Taylor
Peter Steel
Alex Bond
020 7496 3000
Additional Information:
Introduction
Studio Retail Group plc ("Company"), the online value retail and
education business, is pleased to announce that it has entered into
a conditional agreement for the sale ("Disposal") of Findel
Education Limited ("Findel Education") to the Council of the City
of Wakefield, acting in its capacity as the lead authority of the
joint committee known as the Yorkshire Purchasing Organisation
("YPO" or "Purchaser"), for a gross consideration of GBP50.0
million on a debt free, cash free basis ("Consideration").
In view of its size, the Disposal constitutes a Class 1
transaction under the Listing Rules for the Company. Completion is
therefore conditional upon, amongst other matters, the passing of
an ordinary resolution approving the Disposal by Shareholders. A
circular containing further details of the Disposal, together with
a notice to convene a general meeting (expected to be held in
January 2020) ("General Meeting"), will be sent to Ordinary
Shareholders as soon as is practicable.
The Consideration implies a multiple of 10.3x adjusted EBITDA
(of GBP4.87 million for the 52 weeks ended 29 March 2019), which
recognises the value of Findel Education, the long term growth
potential of a combined Findel Education and YPO business, as well
as the expertise and respected industry knowledge of the people
employed within Findel Education, and represents a material premium
to the value that the Board believes would have been created for
Shareholders through continued ownership of Findel Education.
The Consideration is payable in full and in cash on the date of
Completion, subject to certain adjustments based on the amounts of
working capital, debt and cash held by Findel Education at
Completion.
Description of Findel Education and reasons for the Disposal
The Studio Retail Group currently comprises:
-- the Studio Business, a leading online value retailer with a
broad offer covering clothing and footwear, home and leisure and
gifts and products along with flexible payment options; and
-- the Findel Education Business, a leading supplier of
resources/equipment to schools in the UK and overseas.
Findel Education has been an important part of Studio Retail
Group's history and brand identity over the last twenty years.
However, the Board believes that the core of Studio Retail Group
today, and the driver of future growth, is the Studio Business. In
the 52 week period to 29 March 2019, the Findel Education Business
accounted for 16.2 per cent. of the Group's external revenues and,
5.5 per cent. of adjusted operating profit.
Findel Education has seen its revenue decline steadily in recent
years, down from GBP125.8 million for the 52 weeks ended 1 April
2011 to GBP82.1 million for the 52 weeks to 29 March 2019, in part
due to an increasingly competitive marketplace and tight public
spending budgets for educational resources. Management has sought
to address that decline over the last two years by focussing on
transforming Findel Education's business model away from its
traditional catalogue-led marketing towards an online approach
aimed at "saving schools time and money." The strategy has aimed to
encourage online ordering by schools, which is believed to improve
retention and loyalty rates, by offering lower prices when ordered
through those channels compared to offline catalogue channels. That
investment in lowering prices has been funded in part by a
rationalisation of legacy overheads and increased use of direct
product sourcing to improve margins.
Whilst this transformation strategy is showing promising signs
of success, the Board believes that Findel Education will benefit
from the additional scale benefits that ownership by YPO can
provide, to continue offering great service to schools and
nurseries. In return, the Board believes that YPO can benefit from
the investment in digital marketing technologies and direct
sourcing know-how that have been developed by Findel Education over
the last two years.
The Disposal will simplify the Group's operations and allow
Studio Retail Group's management to focus on the fast growing and
successful Studio Business. In addition, the Retained Group will no
longer have to fund Findel Education's significant intra-year
working capital commitments which will provide additional capital
to accelerate investment in the Studio Business. The focus of
management will remain on driving organic growth through improved
marketing and digital communications to grow sales and ensure
relevance to today's consumer, and through developing the people
within the Retained Group.
The Company proposes to use part of the sale proceeds to make
certain contributions to the Group Pension Scheme which the Board
believes will significantly improve the Pension Scheme's funding
position, so improving the interests of its members whilst reducing
the risk of ongoing funding strain for Studio Retail Group in the
short to medium term. The rest of the proceeds will be used to
prepay certain amounts outstanding under the Group's Revolving
Credit Facility.
In the Board's view, the Disposal maximises value for Ordinary
Shareholders with the Retained Group being well placed to pursue
the Company's strategic vision of being the UK's leading digital
value retailer.
Information on the Purchaser and YPO
YPO is the largest formally constituted local authority
purchasing consortium in the UK. It was established in 1974 as a
joint committee of 13 public sector founder member authorities to
aggregate demand and generate buying efficiencies. Its objectives
are for the supply of goods and procurement of services to the
public sector. It operates under the Local Authority (Goods &
Services) Act 1970 and is governed by a management committee of
elected representatives (councillors) from its founding member
authorities.
YPO supplies products and services to a wide range of customers
including schools, local authorities, charities, emergency
services, public sector and other businesses such as nurseries and
care homes. In 2014, YPO's member authorities formed YPO
Procurement Holdings Limited, a separate limited company to enable
customers outside the public sector to buy goods and services from
YPO.
Summary of the terms of the Disposal
Earlier today, the Company and the Purchaser entered into the
Sale and Purchase Agreement. Pursuant to the terms of the Sale and
Purchase Agreement, the Company has agreed to sell the: (i) entire
issued share capital of Findel Education Limited and (ii) aggregate
intercompany loan balance owed by Findel Education to the Company
for gross aggregate consideration of GBP50.0 million, subject to
certain conditions to Completion. The Consideration is payable by
the Purchaser in cash, subject to certain adjustments based on the
amounts of working capital, debt and cash held by Findel Education
on Completion.
Completion of the Disposal is conditional upon, amongst other
things, the satisfaction (or waiver, where applicable) of the
following conditions by the Longstop Date:
-- no material adverse change having occurred in the business,
operational or financial position of the Findel Education Group
Companies as a whole or to or in respect of the reputation of the
Findel Education Group Companies in each case in the period between
the date of the Sale and Purchase Agreement and Completion;
-- the approval of the Disposal by Ordinary Shareholders at the General Meeting;
-- obtaining clearance from the UK Competition and Markets
Authority in relation to the Disposal; and
-- certain other conditions which are customary for a transaction of this nature.
The Sale and Purchase Agreement contains various termination
rights, including in the event that the Disposal Resolution is not
approved by Shareholders at the General Meeting, if any of the
other conditions are not satisfied (or waived, where applicable) by
the Longstop Date or in the event that certain specific terms are
breached by the Company.
If the Disposal Resolution is not passed by Shareholders at the
General Meeting, or if the Sale and Purchase Agreement terminates
due to the Company being in breach of certain specified terms, the
Company has agreed to pay, or procure to be paid to the Purchaser
an amount equal to the fees and expenses incurred by the Purchaser
in connection with the preparation, negotiation and execution of
the Sale and Purchase Agreement and associated documents up to a
maximum capped amount of GBP750,000 plus VAT (if applicable).
Pursuant to the Sale and Purchase Agreement, the Company and the
Purchaser have each given customary representations, warranties,
covenants and indemnities to the other, including undertakings
regarding achieving satisfaction of the Conditions as well as
regarding the conduct of the Findel Education Business during the
period up to Completion. The Sale and Purchase Agreement also
contains certain specific indemnities from the Company in favour of
the Purchaser, but which are considered to be customary for a
transaction of this nature and further details of which will be set
out in the Circular.
The Purchaser has obtained representation and warranty insurance
which, following Completion, will be the sole recourse (save in
respect of fraud) for any claim against the majority of the general
warranties and the tax indemnity. The aggregate liability of the
Company for claims against those general warranties and the tax
indemnity has been limited to an amount equal to GBP250,000, being
the retention under the representation and warranty insurance
policy. Certain specified warranties, known tax risks as well as
certain standard matters are excluded from coverage under the
representation and warranty insurance policy. The Company has
liability for these risks up to an aggregate liability of GBP25
million with the exception of a number of specific customary
indemnities which are not subject to this cap.
In addition, the Company has agreed the terms of various
agreements with the Purchaser which are intended to be entered into
on Completion to facilitate the transition of the Findel Education
Business. These agreements include:
-- a Transitional Services Agreement which will govern the
provision of certain services by the Retained Group to Findel
Education to support the ongoing operation of the Findel Education
Business for a transitional period after Completion;
-- a Sourcing and Buying Agreement which will govern the
continued provision of sourcing services by Findel Sourcing
(Shanghai) Limited, a subsidiary of the Company to Findel
Education; and
-- a Lease which will govern the continued occupation by Findel
Education of the Company's Hyde Property for a period of up to 5
years following Completion.
Under the terms of the Disposal, all of the responsibilities of
the Findel Education Group Companies relating to the Pension Scheme
will be retained by Studio Retail Group, as agreed with the Pension
Trustee.
Completion of the Disposal is expected to occur in 2020 subject
to receiving the necessary approvals and clearances.
Further details of the Sale and Purchase Agreement, the
Transitional Services Agreement, the Sourcing and Buying Agreement
and the Lease will be set out in the Circular.
Use of proceeds
After adjustment for estimated transaction costs, the net cash
proceeds from the Disposal are expected to be approximately GBP48.0
million ("Net Cash Proceeds"). The Net Cash Proceeds will be
applied as follows:
-- to making a contribution of GBP13.0 million from the Net Cash
Proceeds to the Pension Scheme; and
-- with respect to the balance of the Net Cash Proceeds, to
making a prepayment of certain amounts outstanding under the
Group's Revolving Credit Facility.
Under the terms of the Disposal, all of the responsibilities of
the Findel Education Group Companies relating to the Pension Scheme
will be retained by Studio Retail Group, as agreed with the Pension
Trustee. Further information on the Board's intended use of the Net
Cash Proceeds and the arrangements agreed with the Pension Trustee
and the Group's Lenders will be set out in the Circular.
Financial effects of the Disposal on the Retained Group
In the 52 week period ended 29 March 2019, the Findel Education
Business contributed reported adjusted EBITDA of GBP4.9 million and
adjusted operating profit of GBP2.1 million. As at 27 September
2019, Findel Education had total gross assets of GBP64.2
million.
It is expected that the Disposal will have a dilutive effect on
the earnings per share in the first full year following
Completion.
The Net Cash Proceeds arising from the Disposal are expected to
be approximately GBP48.0 million at Completion after deduction of
costs and fees associated with the Disposal. For illustrative
purposes only, following Completion and assuming the Disposal had
occurred on 27 September 2019, the Disposal would have resulted in
pro forma net debt (excluding lease liabilities) of approximately
GBP206.1 million, based on the Group's financial position as at 27
September 2019.
Reduction in financial indebtedness
As referred to in today's interim results announcement, pursuant
to discussions with the Group's Lenders, the Group's Revolving
Credit Facility now expires on 31 March 2021.
As part of its consideration of the Disposal, the Board has
considered the ongoing funding requirements of the Studio Retail
Group and has concluded that if the Disposal completes, the Group's
funding requirements will change. The Company intends to initiate a
re-financing shortly after Completion. Taking into account the Net
Cash Proceeds from the Disposal, the Company would be seeking a
significantly reduced facility. As noted above, further details on
the arrangements with the Group's Lenders will be provided in the
Circular.
Information on the Retained Group and future strategy
Following Completion, the Company intends to continue to pursue
its strategic vision of becoming the UK's leading digital value
retailer. The Board believes that the Studio Business has
significant opportunity for growth in the UK and that the Retained
Group will be in a strong position to build on its existing
operations and invest in people and properties to grow organically.
The Board will update Ordinary Shareholders on this strategic
progress at the full year results in 2020.
Key individuals important to the business of Findel
Education
The following individuals are deemed to be key to the operations
of Findel Education:
Name of key individual Position
Chris Mahady Managing Director
Mark Whittaker Deputy Managing Director
Financial advice
The Board has received financial advice from Stifel Nicolaus
Europe Limited and Nplus1 Singer Advisory LLP in relation to the
Disposal. In providing their financial advice to the Board, Stifel
Nicolaus Europe Limited and Nplus1 Singer Advisory LLP have taken
into account the Board's commercial assessment of the Disposal.
Intended recommendation
The Board considers the Disposal to be in the best interests of
shareholders as a whole. Accordingly, the Directors intend
unanimously to recommend in the Circular that Ordinary Shareholders
vote in favour of the Disposal Resolution at the General
Meeting.
Irrevocable undertakings
The Directors have each irrevocably undertaken to vote at the
General Meeting in favour of the Disposal Resolution in respect of
the Ordinary Shares to which they are beneficially entitled
(representing approximately 0.57 per cent. of the total issued
Ordinary Shares of the Company as at 13 December 2019 (being the
latest practicable date prior to the issue of this
announcement)).
Sports Direct International plc has given an irrevocable
undertaking to vote at the General Meeting in favour of the
Disposal Resolution in respect of the Ordinary Shares in which it
is interested representing (in aggregate), approximately 36.8 per
cent. of the total issued ordinary share capital of Studio Retail
Group plc as at 13 December 2019 (being the latest practicable date
prior to the issue of this announcement).
Notes:
Important information relating to financial advisers
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Studio Retail Group plc and for
no one else in connection with the Disposal and is not, and will
not be, responsible to anyone other than Studio Retail Group plc
for providing the protections afforded to its clients nor for
providing advice in relation to the Disposal, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
Nplus1 Singer Advisory LLP ("Nplus1"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Studio Retail Group plc and for no one
else in connection with the Disposal and is not, and will not be,
responsible to anyone other than Studio Retail Group plc for
providing the protections afforded to its clients nor for providing
advice in relation to the Disposal, the contents of this
announcement or any transaction, arrangement or other matter
referred to in this announcement.
Cautionary statement
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purposes of complying with the Listing
Rules and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with laws and regulations of any
jurisdiction outside of England.
No offer or solicitation
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. The Company's Ordinary Shareholders
are advised to carefully read the circular in relation to the
Disposal once it has been despatched. Any response to the Disposal
should be made only on the basis of the information in the circular
to follow.
Information regarding forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of a date in the future or
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative of those
terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations or
events that are beyond the Group's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the Studio Retail Group's operations; and
(iii) the effects of United Kingdom and global economic conditions
on the Studio Retail Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Studio
Retail Group to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause the
actual results, performance or achievements of the Studio Retail
Group to differ materially from the expectations of the Company
include, amongst other things, general business, economic and
political conditions in the United Kingdom and globally, industry
trends, competition, changes in government and other regulation and
policy, including in relation to the environment, health and
safety, taxation, labour relations and work stoppages, interest
rates and currency fluctuations, changes in its business strategy,
the outcome of any litigation, the impact of any acquisitions or
similar transactions, IT system and technology failures, political
and economic uncertainty and other factors. Such forward-looking
statements should therefore be construed in light of such
factors.
Neither Studio Retail Group plc nor any of its Directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Other than in accordance
with its legal or regulatory obligations (including under the
Listing Rules, the Disclosure Guidance and Transparency Rules and
the Prospectus Regulation), Studio Retail Group plc is not under
any obligation and Studio Retail Group plc expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecast
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Studio Retail Group, the Findel Education Group Companies
or the Retained Group (as appropriate) for the current or future
financial years would necessarily match or exceed the historical
published earnings, earnings per share or income, cash flow from
operations or free cash flow for Studio Retail Group plc.
Presentation of financial information
References to "GBP", "GBP", "pounds", "pounds sterling",
"sterling", "p" and "pence" are to the lawful currency of the
United Kingdom.
Certain financial data has been rounded, and, as a result of
this rounding, the totals of data presented in this document may
vary slightly from the actual arithmetic totals of such data.
Definitions
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"Board" the board of Directors of the Company.
"Company" Studio Retail Group plc, a public limited
company incorporated in England and
Wales with registered number 00549034
and whose registered office is at Church
Bridge House, Henry Street, Accrington,
BB4 4EE.
"Completion" completion of the Disposal in accordance
with the terms of the Sale and Purchase
Agreement.
"Directors" the Executive Directors and Non-executive
Directors of the Company.
"Disclosure Guidance the Disclosure Guidance and Transparency
and Transparency Rules" Rules made by the FCA for the purposes
or "DTRs" of Part 6 of FSMA.
"Disposal" the proposed disposal by the Company
of Findel Education Limited to the Purchaser
by means of the sale of the entire issued
share capital of the Company's subsidiary
Findel Education Limited (company registered
number 01135827) in accordance with
the terms of the Sale and Purchase Agreement.
"Disposal Resolution" the ordinary resolution to be proposed
at the General Meeting to approve the
Disposal and to grant the Directors
authority to implement the Disposal
as set out in the Notice of General
Meeting.
"Education Business" Studio Retail Group's school supplies
or "Findel Education and early years resources business operated
Business" through its wholly owned subsidiary
Findel Education Limited (company registered
number 01135827) and the Education Group
Companies.
"Executive Directors" the executive directors of the Company,
currently being Phil Maudsley, Stuart
Caldwell and Paul Kendrick.
"FCA" the Financial Conduct Authority of the
UK, its predecessors or its successors
from time to time, including, as applicable,
in its capacity as the competent authority
for the purposes of Part VI of FSMA.
"Findel Education" Findel Education Limited (company registered
number 01135827) of Church Bridge House,
Henry Street, Accrington, United Kingdom,
BB5 4EE.
"Findel Education Group Findel Education Limited and its subsidiary
Companies" or "Education and subsidiary undertakings at Completion
Group Companies" being Living and Learning, Ltd, GLS
Educational Supplies Limited, Findel
Education Group Limited, Philograph
Publications Limited, Protus Plastics
Limited, Philip & Tacey, Limited, Hope
Holdings (U.K.) Limited, Hope Adventureplay
Limited, Hope Export Limited, International
Schools Supply Limited and SPA 4 Schools
Limited.
"FSMA" the Financial Services and Markets Act
2000, as amended.
"Group" or "Studio Retail in respect of any time prior to Completion,
Group" the Company and its consolidated subsidiaries
and subsidiary undertakings and, in
respect of any time following Completion,
the Retained Group.
"Group Revolving Credit the revolving credit facility agreement
Facility" entered into by the Company and the
Group Lenders dated 24 November 2015.
"Group's Lenders" the lenders to the Studio Retail Group
under the Group Revolving Credit Facility.
"Listing Rules" the Listing Rules made by the FCA for
the purposes of Part VI of FSMA.
"Longstop Date" 30 September 2020 (or such other date
as may be agreed by the Company and
the Purchaser).
"Non-executive Directors" the non-executive directors of the Company,
currently being Ian Burke, Elaine O'Donnell,
Greg Ball, Francois Coumau and Clare
Askem.
"Ordinary Shareholder(s)" the holders of Ordinary Shares from
or "Shareholder(s) " time to time.
"Ordinary Shares" the ordinary shares of 10 pence each
in the capital of the Company.
"Pension Scheme" the Findel Group Pension Plan (a defined
benefit pension scheme operated by the
Company for eligible employees which
closed to future accrual on 31 January
2010).
"Pension Trustee" Findel (Pensions) Limited (company registered
number 01164903) of Curzon House 2nd
Floor, 24 High Street, Banstead, Surrey,
SM7 2LJ, the Trustee for the time being
of the Pension Scheme.
"Retained Group" the continuing business of the Group
following Completion being the Company
and its subsidiaries and subsidiary
undertakings from time to time but excluding,
for the avoidance of doubt, the Findel
Education Group Companies following
Completion.
"Sale and Purchase Agreement" the sale and purchase agreement dated
15 December 2019 entered into between
the Company and the Purchaser in connection
with the Disposal.
"Studio Business" the value retail business of the Company
covering clothing and footwear, home
and leisure and gifts and products along
with flexible payment options as operated
by the Company and its subsidiaries
and subsidiary undertakings other than
the Findel Education Group Companies.
"YPO" or "Purchaser" the Council of the City of Wakefield
acting in its capacity as the lead authority
of the Yorkshire Purchasing Organisation,
the joint committee of 13 public sector
founder member authorities established
under the Local Authority (Goods & Services)
Act 1970 for the purpose of the supply
of goods and procurement services for
the public sector.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISGGGPWPUPBPWA
(END) Dow Jones Newswires
December 16, 2019 02:00 ET (07:00 GMT)
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