Norish PLC Disposal (5285N)
2021年9月30日 - 5:29PM
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RNS Number : 5285N
Norish PLC
30 September 2021
The information contained within this announcement was
previously deemed by the Company to constitute inside information
as stipulated by Market Abuse Regulation (EU) No 596/2014 ("EU
MAR") and the retained UK law version of EU MAR pursuant to the
Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/310)
("UK MAR"). With the publication of this announcement via a
Regulatory Information Service, this information is now considered
to be in the public domain
Norish plc ("Norish" or the "Company")
Proposed Disposal of Cold Stores
30 September 2021
Norish plc (AIM: NSH), is pleased to announce the conditional
agreement for the sale of its cold storage division to Nichirei
Holding Holland B.V , a wholly owned subsidiary of Nichirei
Logistics Group Inc. for a consideration of GBP65.706 million ("the
Disposal"). Following the settlement of indebtedness and the
operation of a completion accounts mechanism in the Sale and
Purchase Agreement, this will result in a consideration receivable
by the Company of approximately GBP57.3 million.
In its preliminary results for 2020, the Company announced its
intention to conduct a strategic review in relation to its cold
store division and appointed Investec Corporate Finance to conduct
a sale process which has culminated in the Disposal.
The Disposal constitutes a fundamental change of business of the
Company for the purposes of Rule 15 of the AIM Rules and as such is
conditional on shareholder approval. Accordingly, an Extraordinary
General Meeting ("EGM") is being convened for the purposes of
passing the approval resolution ("the Resolution"). A Circular
convening the EGM will be posted to shareholders following this
announcement. The EGM is scheduled to take place at 9:00 a.m. on 20
October 2021.
Norish's cold storage division, which is the subject of the
Disposal, is organized through the Cold Storage Group, being its
wholly-owned subsidiary Norish (NI) Ltd and that company's
wholly-owned subsidiary Norish Ltd. The division currently operates
from 6 strategically located sites and provides in excess of 47,500
racked temperature-controlled pallet spaces.
-- Bury St. Edmunds, Suffolk (Cold store)
-- Brierley Hill, West Midlands (Cold store)
-- Wrexham, Clwyd (Cold store)
-- Braintree, Essex (Cold store)
-- Lympne, Kent (Cold store)
-- Gillingham, Kent (Cold store)
The division provides supply chain solutions for companies on a
local, regional and national basis by way of storage including
bonded storage, handling, freezing, de-vanning, picking and
cross-docking.
The Disposal will result in the Group's primary business
changing from temperature-controlled storage to product sourcing,
dairy farming and manufacture of value-add A2 dairy and functional
nutrition products . For the year ended 31 December 2020 the cold
storage division generated revenue of GBP14.6 million, profit after
tax of GBP2.3 million and had net assets of GBP12.1 million.
The Disposal represents an opportunity for the Company to
realize substantial cash proceeds and for Shareholders to
participate in that cash realization. It is planned that
approximately GBP50 million of the consideration received will be
paid to shareholders by way of a return of capital, particulars of
which will be announced in due course following completion of the
Disposal. The balance of the proceeds of the Disposal will be
retained for the payment of fees and exceptional charges arising
from the transaction and for general corporate purposes of the
Company and its subsidiaries ("the continuing Group").
Following the Disposal, it is planned to change the name of the
Company to Roebuck Food Group plc.
Under the terms of the Sale and Purchase Agreement, the Company
has conditionally agreed to sell the Cold Storage Group, by way of
sale of the entire issued share capital of Norish (NI) Ltd to
Nichirei Holding Holland B.V., a wholly-owned subsidiary of
Nichirei Logistics Group Inc. for the above-mentioned cash
consideration. The Sale and Purchase Agreement is subject to one
condition only, that being the passing of the Resolution at the
EGM. Subject to the passing of the Resolution, the Disposal will
complete 5 working days following the EGM. The Company gives
various warranties and indemnities to the Purchaser, concerning
(among other things) the share capital, business and assets of
Norish (NI) Ltd and its subsidiary. Warranty and indemnity
insurance has been obtained in respect of the majority of these
warranties and indemnities.
The Directors consider that the current trading of the
continuing Group is in line with expectations and remain confident
of the continuing Group's prospects for the current financial
year.
The Directors consider the terms of the Disposal to be fair and
reasonable and in the best interests of the Company and its
Shareholders as a whole. Accordingly, the Directors unanimously
recommend that all Shareholders vote in favour of the Resolution,
as they intend to do so in respect of their own beneficial holding
of 7,566,898 Ordinary Shares, representing approximately 25.16 per
cent. of the issued share capital of the Company.
The Directors of the Company accept responsibility for the
contents of this announcement.
Enquiries:
Norish
Aidan Hughes, Finance Director Telephone: + 44 1293 862 498
Davy
Anthony Farrell Telephone: + 353 1 679 6363
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END
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September 30, 2021 04:29 ET (08:29 GMT)
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