29 April 2015
Creightons Plc
Proposed disposal of ''The Real Shaving Company'' Business
Notice of General Meeting
Introduction
Creightons plc ("Creightons", the ''Company'' or the "Group"), a leading distributor and award winning manufacturer of personal care products and brand developer, announces that the Company and its wholly-owned subsidiary, Potter & Moore Innovations Ltd ("Potter & Moore"), have entered into a conditional Business Sale Agreement (''Agreement'') for the sale of the business and assets relating to The Real Shaving Company Business (the ''Sale'') to Swallowfield plc.
General Meeting
The Sale, because of its size in relation to the market value of the Company, is a Class 1 transaction for Creightons under the Listing Rules and is therefore conditional upon the approval of Shareholders. A General Meeting is to be held at 1210 Lincoln Road, Peterborough, PE4 6ND at 11:30 am on 27 May 2015 for the purpose of seeking Shareholders' approval.
Information on The Real Shaving Company Business
The Real Shaving Company Business being sold includes all of the business and assets of The Real Shaving Company brand ("the Brand") including the trademarks and other intellectual property associated with the Brand, the unique RSC Product formulations, the goodwill of The Real Shaving Company Business and all other rights associated with the Brand.
As at 30 September 2014, the Real Shaving Company Business had identified net and gross assets of £169,000 (given there were no liabilities), with attributable loss for the six months to 30 September 2014 of £7,000.
Consideration
The consideration for the Sale will comprise of an initial cash consideration of £900,000 payable upon completion of the Sale ("Completion"), a further cash consideration of £100,000 payable upon receipt of confirmation from two specified key retailers that The Real Shaving Company products ("RSC Products") will continue to have product representation in their physical stores, and payment for all stocks of RSC Products held at Completion which have a retail listing. The Board estimates that such stocks at Completion will be valued at approximately £170,000; but the value of the stock is subject to customary stock movements between the date of this announcement and completion of the Sale.
Effects of the Sale on the Company, and application of proceeds
Following Completion, assuming the maximum sale price is received and taking account of the £170,000 representing the estimated value of stock at Completion, net cash proceeds (after estimated taxes, transaction fees and a contractual payment to a director as set out in the paragraph below) of approximately £1,014,000 are expected to be received and a post-tax profit on the Sale of approximately £844,000 is expected to be realised.
In the year to 31March 2014, the Company generated revenue of £19,352,000 with gross profit of £7,892,000 and the Directors believe, on an unaudited pro forma basis, the Group, assuming the Sale at the start of the period, would have generated revenue for the year of £18,162,000 with gross profit of £7,277,000.
In relation to the contractual payment to a director as referred to above, William McIlroy is Executive Chairman of the Group, and his services as a director of Group companies are provided by Lesmac Securities Limited ("Lesmac") (a company of which Mr McIlroy is a director and the sole shareholder) under an agreement for services dated 16 January 2002. Under that agreement, which was approved by Shareholders on an annual basis as part of the Directors' remuneration policy at the Company's annual general meeting held on 7 August 2015, Lesmac is entitled to a Director Bonus equal to 10% of the net cash proceeds if a part of the toiletries business carried on by the Company on 16 January 2002 is sold for a price in excess of £500,000 and the net book value of the assets sold represents less than one-third of the total net asset value of the Company. In respect of the Sale, Lesmac will be entitled to a payment which the Directors estimate will be £84,000.
The Board intends to use the net cash proceeds first to pay off short term bank borrowings, which are expected to be approximately £275,000 at Completion.
The balance will initially be used for general working capital purposes and then towards business opportunities and investments as and when they arise. The Board believes that the additional working capital will allow the Group to:
· seek opportunities to acquire or develop other brands which the Group can develop to a level which will be
attractive to potential purchasers,
· invest in developing its remaining brands, and/or
· invest in the infrastructure to enable the Remaining Group to improve performance.
Following the Sale, the Board considers the Group to be well positioned to take advantage of any opportunities to grow its other businesses.
Circular
A circular setting out the details of the Sale, incorporating a notice convening the General Meeting ("the Circular"), is being posted to the Company's shareholders. The Circular will shortly be made available on the Company's website www.creightons.com/investors/shareholderdocuments and will be submitted to the National Storage Mechanism.
Irrevocables
Irrevocable undertakings to vote in favour of the resolution to approve the Sale have been received by the Company from the directors of the Company in respect of their interests in 22,238,573 shares Ordinary Shares, representing approximately 37.4% of its issued ordinary share capital.
Commenting on the Sale, William McIlroy, Chairman said
''The proceeds from the sale of The Real Shaving Company business is an attractive and certain value for the Group and represents the current performance and prospects for the business. Particularly when taking into consideration the investment needed to take the brand to the next stage of its development. This sale together with the disposal of the Group's interest in the Twisted Sista brand (announced to shareholders on 27 May 2014) illustrates the significant strength the business has in brand development, which is used to the benefit of its private label and contract customers as well as adding value to the Company by creating and developing its own brands.''
The Company's final results for the year to 31 March 2015 are expected to be published by 30 June 2015.
William McIlroy
Chairman
29 April 2015
For further information please contact:
The Company Secretary:
Nicholas O'Shea, Creightons plc,1210 Lincoln Road, Peterborough, PE4 6ND, telephone +44 (0) 1733 281000.
Sponsor to the Company: Beaumont Cornish Limited, Roland Cornish or Felicity Geidt, telephone +44 (0) 20 7628 3396
FORWARD LOOKING STATEMENTS
This announcement contains a number of forward-looking statements relating to the Company and the Group with respect to, amongst other things, financial condition; results of operations; economic conditions in which the Company operates and in which the Company will operate; the business of the Company and the Group; future benefits of the Sale and the Company's management plans and objectives. The Company considers any statements that are not historical facts as "forward-looking statements".
They relate to events and trends that are subject to risks and uncertainties that could cause the actual results and financial position of either the Company or the Group to differ materially from the information presented in the relevant forward-looking statement. When used in this document the words "estimate", "project", "intend", "aim", "anticipate", "believe", "expect", "should" and similar expressions, as they relate to the Company's management, are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither the Company, nor any member of the Group, its Directors, or Sponsor, undertake any obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the Listing Rules, the Disclosure and Transparency Rules and other regulations.
