RNS Number:2474J
Bakery Services PLC
05 December 2007
Bakery Services plc ("Bakery Services" or "the Company")
Proposed disposal of Inbake Limited and Don Millers Limited
Placing of 180,000,000 New Ordinary Shares of 0.1p each at 0.125p per share
Proposed adoption of investing strategy
Notice of General Meeting
Bakery Services announces today that agreement has been reached on the terms of
the sale by the Company of the whole of the issued ordinary share capital of the
Operating Subsidiaries to Keith Bentley and David Drury, both current Directors,
for the sum of #50,000 payable in cash on Completion.
The Disposal will be treated as a related party transaction for the purposes of
the AIM Rules. In addition, because the Disposal will result (for the purposes
of the AIM Rules) in a fundamental change of the Company's business and
constitutes an arrangement for the acquisition of a substantial non-cash asset
of the Company by the Directors for the purposes of section 190, Companies Act
2006, it is conditional upon the approval of Shareholders in general meeting.
Accordingly, Bakery Services will today send a circular to Shareholders
convening a general meeting to be held at Barnsgate Manor Vineyard, Herons
Ghyll, Nr. Uckfield, East Sussex TN22 4DB, at 10.30 a.m. on Friday, 28 December
2007, at which a resolution will be proposed to approve the Disposal. Because
Keith Bentley and David Drury are related parties in connection with the
Disposal under the AIM Rules, they have concluded, having consulted with Smith &
Williamson, that it would be inappropriate for the votes attaching to the
Ordinary Shares in which they are beneficially interested to be cast in favour
of resolution 1 to approve the Disposal and so have obtained from the trustees
of their respective family trusts (including in each case themselves)
undertakings to abstain from voting on such resolution at the General Meeting.
Subject to Independent Shareholders voting in favour of resolution 1 at the
General Meeting, the approval of Shareholders is also being sought by the
proposal of resolution 2 at the General Meeting for the adoption of the ongoing
investing strategy, further details of which are contained within the Circular.
To be valid, forms of proxy in respect of the General Meeting must be returned
to the Company's registrars no later than 10.30 a.m. on 26 December 2007.
Bakery Services further announces today that the Company has conditionally
raised funds of #225,000 (before expenses) via a placing of 180,000,000 new
Ordinary Shares at a price of 0.125p per share. The Placing is conditional upon
the passing of resolutions 1 and 2 at the General Meeting, completion of the
Disposal and the admission of the New Ordinary Shares to trading on AIM which is
expected to occur on Wednesday 2 January 2008.
Should either resolution 1 or 2 not be passed at the General Meeting or the New
Ordinary Shares not be admitted to AIM, neither the Placing nor the Disposal
will complete. By the proposal of resolution 3 at the General Meeting
Shareholders will be invited to authorise the Directors to apply for the
admission to trading on AIM of the Ordinary Shares to be cancelled.
For further information, please contact:
Richard Worthington, Non-Executive Chairman, Bakery Services plc
+44 (0) 1825 761415
Nicola Horton, Smith & Williamson Corporate Finance Limited,
+44 (0) 20 7131 4000
The Directors of the Company accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of the Directors
(who have taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
Smith & Williamson Corporate Finance Limited, which is regulated and authorized
in the United Kingdom by the Financial Services Authority, is acting exclusively
for Bakery Services plc and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of Smith &
Williamson Corporate Finance Limited or for advising any other person in
relation to any of the matters described herein. No representation (express or
implied) is made or given by Smith & Williamson Corporate Finance Limited as to
any of the contents of this announcement.
THE PROPOSED DISPOSAL OF INBAKE LIMITED AND DON MILLERS LIMITED, THE PLACING OF
180,000,000 NEW ORDINARY SHARES OF 0.1P EACH AT 0.125P PER SHARE AND THE
PROPOSED ADOPTION OF INVESTING STRATEGY, (TOGETHER "THE PROPOSALS").
The following text has been extracted from the Circular to be posted to Shareholders
today, a copy of which will be available for review on the Company's website
www.bakeryservices.co.uk from Monday 10 December 2007.
Background to and reasons for the Proposals
In its original AIM admission document, dated 27 June 1997, Bakery Services
indicated that one of its goals would be diversification into other sectors
within the food industry. The Company achieved this goal through the formation
of Bakery Services Polska SA. and development of the coffeeheaven brand,
operating coffee bars, initially in Poland. During November 2001, the
coffeeheaven business was demerged from Bakery Services and coffeeheaven
international plc joined AIM as a separate company. Shareholders in Bakery
Services at that time received one share in coffeeheaven international plc for
every two shares they held in Bakery Services. coffeeheaven international plc
has continued to grow and thrive, operating in central European markets, and
currently has a market capitalisation of approximately #30 million. By contrast,
Bakery Services has stagnated over the same period.
The Board has indicated for some time that given the contraction in the Group's
Inbake business and the lack of available capital to expand the Don Millers
franchise business, it would be exploring opportunities outside the Group to
enhance shareholder value. The Board has assessed a number of potential
opportunities but has, until now, considered none of them sufficiently robust to
be put to Shareholders.
While the Board has actively sought interest from third parties in the past and
would have been willing to entertain approaches regarding a sale of the Company
or the Operating Subsidiaries, the Company has not to date received any firm
expressions of interest from third parties, which have led to anything capable
of being recommended to Shareholders, apart from that received from Keith
Bentley and David Drury. The Board believes that this is because of a number of
factors, including:
* Inbake has no contractual security with the CWS, the source of
approximately 75 per cent. of its revenue for the year ended 31 March 2007. It
can be required to vacate any or all CWS host stores on less than one month's
notice by CWS, with no compensation payable to Inbake, meaning 75 per cent.
of Inbake's revenues are permanently at risk.
* Inbake's agreement with Roys, the source of approximately 21 per cent.
of its revenue for the year ended 31 March 2007, can be terminated immediately
by Roys, with no compensation payable to Inbake, if Keith Bentley
and David Drury cease to be directors of Inbake.
* Don Millers has been trading at a loss for the past three financial
years.
* Don Millers is difficult to market as a stand-alone business, because
its leases are guaranteed by Inbake and because Inbake uses the Don Millers
brand name.
It is against this background that consideration has been given to the offer
from Keith Bentley and David Drury to purchase the shares of Inbake and Don
Millers for a total cash consideration of #50,000. Following discussion of this
offer, a conditional SPA has been negotiated by the Company, in which the only
assurance given by the Company in relation to the Operating Subsidiaries is that
it has title to the shares being sold.
Also, as part of the arrangements for the Disposal, provision has been included
in the SPA for Inbake to offer to employ seven of the Company's head office
staff on Completion, on the basis their employment rights will be preserved in
full. On the assumption that all such employees accept the offer made to them by
Inbake, this will alleviate the Company from responsibility for redundancy costs
that would otherwise have been expected to be incurred following the Disposal,
estimated by the Board to be in the region of #240,000.
In deciding whether to recommend the Disposal to the Independent Shareholders,
the Non-Related Party Directors have also taken into account the Board's
assessment of the general commercial outlook for the Group, and the alternatives
to the Disposal the Board considers might be available to the Company.
The Group has not reported a profit since 31 March 2000. In the Report and
Accounts, the Board announced that it had recently become aware of a potentially
significant competitive threat to the viability of an Inbake host store in the
South East region and that if this threat were to materialise it could have a
material adverse impact on the future of Inbake's operations in the South East
region. This threat has now materialised, and Inbake is therefore facing a
further expected deterioration in trading which the Board considers is likely to
put a strain on available cash, which, if not otherwise offset, is very likely
to lead to the Group becoming insolvent within the next twelve months. The
Company is bound by certain duties of confidentiality to its customers not to
disclose at present the specific details of all the threats that the Inbake
business is currently facing, but the Directors have concluded that three of its
sites of operation are at risk (including Hailsham, which is expected to suffer
once a new Tesco store, currently being built alongside the CWS store in
Hailsham, starts trading). The Directors' estimate that Inbake could see an
approximately 23 per cent. reduction in its revenues as a result of the risks
identified to the three sites in question.
The Board has considered the prospects for returning cash to Shareholders
through winding up the Company but considers it very unlikely that an asset
surplus would arise on winding up.
While the Disposal will not result in the Company being in a position to return
cash to Shareholders, it does allow the Company to become an investing company,
under the AIM Rules. If the Independent Shareholders vote in favour of
resolution 1 and Shareholders vote in favour of resolution 2 and Completion
occurs, then the Placing will become unconditional and the net proceeds of the
Placing and Disposal (estimated to be #165,000) will be available to the
Company. In addition, subject to completion of the Disposal, Andrew Hunt will be
invited to join the Board, to spearhead the Company's investing strategy going
forward.
Having taken into account that the only assurance that the Company is required
to give in the SPA as to the Operating Subsidiaries is that it has title to the
shares being sold, the inclusion in the SPA of provision for Inbake to offer to
employ seven of the Company's head office staff on Completion and for the
Company to be indemnified by Keith Bentley and David Drury in respect of any
such employee who has not resigned from his employment with the Company as of
Completion (thereby alleviating the potential cost estimated by the Board to be
in the region of #240,000 of redundancy payments that the Company would
otherwise be likely to incur), the probable lack of alternative possibilities to
return cash to Shareholders and the opportunity that the Disposal affords the
Company to make a clean break with the past and move forward in pursuit of a new
investing strategy, the Non-Related Party Directors, having consulted with Smith
& Williamson, consider that the terms of the Disposal are fair and reasonable so
far as Shareholders are concerned.
Information on the Operating Subsidiaries and their financial performance
Inbake manages and operates in-store bakeries trading from concession sites in
large supermarkets throughout the United Kingdom. These in-store bakeries
produce a full range of fresh bakery products using Inbake's own staff and
equipment. Inbake currently employs 88 people and operates 9 bakeries. Revenues
derive from direct sales to the consumer.
Financial information in relation to Inbake, which has been derived from
Inbake's audited accounts, is set out below:
12 months to 31 12 months to 31 12 months to 31
March 2007 March 2006 March 2005
Audited Audited Audited
# # #
Revenue 2,673,981 2,602,292 2,751,923
Operating
profit/(loss) 53,291 263,168 (28,969)
Profit/(loss)
before tax 51,873 260,939 (33,861)
As at 31 March 2007, the net liabilities of Inbake, adjusted for a loan due from
Don Millers were #8,887. At Completion the net liabilities of Inbake are
estimated by the Directors to be approximately #1,000.
Don Millers is a retail bakery and sandwich cafe franchise business operating
from a number of high street locations in the United Kingdom. Revenues derive
from one managed unit together with royalties paid by 6 franchisees. The
business was acquired by Bakery Services in March 2000.
Financial information in relation to Don Millers, which has been derived from
Don Millers' audited accounts, is set out below:
12 months to 31 12 months to 31 12 months to 31
March 2007 March 2006 March 2005
Audited Audited Audited
# # #
Revenue 533,495 506,544 610,222
Operating
profit/(loss) (199,073) 955 (123,163)
Profit/(loss)
before tax (200,717) (947) (126,776)
As at 31 March 2007, the net assets of Don Millers, adjusted for a loan due to
Inbake were #142,577. At Completion the net assets of Don Millers are estimated
by the Directors to be approximately #100,000, valued on a going concern basis.
The Directors believe, however, that were Don Millers to be wound up, there
would be little likelihood of an asset surplus arising.
Principal terms of the Disposal
The SPA which is conditional upon the passing of resolutions 1 and 2 at the
General Meeting and upon Admission, provides for the sale by the Company of the
entire issued share capital of each of the Operating Subsidiaries to Keith
Bentley and David Drury for an aggregate cash consideration of #50,000 payable
on Completion. Keith Bentley will contribute #30,000 of the total, with David
Drury contributing #20,000. In addition, as indicated above, the SPA contains
provision for Inbake to offer to employ seven of the Company's head office staff
on Completion, on the basis that their employment rights will be preserved in
full, with the Company being indemnified by Keith Bentley and David Drury in
respect of any such employee who has not resigned from his employment with the
Company as of Completion. It also contains certain undertakings by Keith Bentley
and David Drury to procure the release of the Company from all subsisting
guarantees and like contingent liabilities in respect of the Operating
Subsidiaries and pending such release, to indemnify it in respect of any third
party claims brought against it, on the basis of any such guarantee or like
contingent liability.
Use of proceeds and description of investing strategy
If resolutions 1 and 2 are passed at the General Meeting, the remaining
conditions of the SPA are satisfied and Completion occurs, the Disposal will
mean that the Company no longer has any trading businesses, and therefore it
will be treated as an investing company under the AIM Rules.
Under the terms of the Disposal, at Completion the Company will receive a cash
consideration of #50,000. The Company intends to use the combined proceeds of
the Disposal, and the proceeds of the Placing, estimated to be #165,000 once
professional advisers' fees and commissions have been deducted, to provide
working capital for the Company, while, subject to approval of resolution 2 at
the General Meeting, pursuing its proposed investing strategy.
The Company's proposed investing strategy is to invest in, or acquire one or
more businesses operating in the business process outsourcing sector within the
UK. Business process outsourcing encompasses the contracting of specific back
and front office tasks such as payroll, payment processing, information
technology, data preparation, mailing and call centres. It is a sector which the
Directors believe is currently showing strong year on year growth and in which
the Proposed Director has experience.
Potential investments will be reviewed and initial screening and due diligence
will be carried out by the management of Bakery Services. Outside consultants
and professional advisers will be used where appropriate but the Company will
endeavour to keep this to a minimum in order to control expenses.
The Board believes it is in the best interests of the Company to adopt this
investing strategy and is therefore asking Shareholders to approve it by voting
in favour of resolution 2 at the General Meeting.
Within twelve months of resolution 2 having been passed Bakery Services will
have to make an acquisition or acquisitions which constitute a reverse takeover
under rule 14 of the AIM Rules, or otherwise implement the investing strategy
described above to the satisfaction of the London Stock Exchange.
Financial effects of the Disposal and Placing
At 31 March 2007, the net assets of the Company were #51,989 (which included
#66,018 due to the Company from its subsidiaries). The Directors estimate that
immediately following the Disposal and the Placing, the net assets of the
Company will be approximately #162,000, the main element of which will be the
net proceeds of the Disposal and the Placing.
Funding agreement
Because the Company has only limited financial resources available to it to
cover the fees of professional advisers in the event that Independent
Shareholders choose not to vote in favour of resolutions 1 and 2 at the General
Meeting and, as a result, the Disposal and Placing do not proceed, the Company
has entered into an agreement with each of Keith Bentley, David Drury and Andrew
Hunt whereby they will advance to the Company a total of #60,000 to discharge
those professional and other costs and charges payable by the Company in such
circumstances.
Because of the Company's limited financial resources, Smith & Williamson has
agreed that its fee, due in connection with its acting for Bakery Services on
the matters referred to in this document, will only be payable by the Company in
the event that resolutions 1 and 2 are passed at the General Meeting.
Board changes and Proposed Director
Following Completion, Keith Bentley and David Drury will resign as directors and
employees of the Company and Andrew Hunt will be invited to join the Board as an
additional director, whose principal role will be to identify and secure
investments in line with the Company's proposed investing strategy.
Andrew Nicholas Hunt, aged 53, is a corporate financier with experience of the
SME sector. During his career in consultancy and investment banking he has
worked with many clients to improve financial performance and raise funds. His
clients include both private and quoted companies with sales of #2m to #150m.
In 2004 he founded Pembridge Capital Partners Limited, an investment boutique
focused on providing debt and equity funding for a range of SMEs. Through
Pembridge Capital Partners Limited Andrew has access to companies seeking
funding and support to implement operational improvement and growth strategies.
Andrew is currently a director of Pembridge Capital Partners Limited, Oval
(1973) Limited and BCLA Limited, a company involved in residential property
leasehold enfranchisement. Within the past five years he has also held
directorships with Baltimore Technologies plc and Turnaround Management
Association (UK), a non-profit organisation for practitioners in corporate
renewal and turnaround management.
Andrew Hunt's services as a director of the Company will be provided under a
consultancy agreement with Andalin Associates, pursuant to which a monthly fee
will be payable at the rate of #2,000 plus value added tax. The consultancy
agreement will be terminable by either party on six months' notice unless within
the first 12 months after the approval of the investing strategy by Shareholders
at the General Meeting, the Company fails to complete a transaction constituting
a reverse takeover under rule 14 of the AIM rules, in which case the notice
period will be three months. If, however, within such period the Company does
complete such a transaction the notice period will be extended to 12 months.
Save as set out above, there is no further information to be disclosed in
respect of Schedule 2(g) of the AIM Rules.
Following Completion, Martin Bott will remain on the Board as a non-executive
director and Richard Worthington will remain in place as Non-Executive Chairman
of the Board. Richard's intention is to continue to act as Non-Executive
Chairman at least until an investment has been identified in line with the
Company's proposed investing strategy and an acquisition constituting a reverse
takeover under Rule 14 of the AIM Rules has taken place, in order to facilitate
a smooth transition for Shareholders.
Both Keith Bentley and David Drury will resign as directors and employees of the
Company following Completion. In addition the trustees (in each case including
themselves) of their respective family trusts have undertaken to the Company, to
Smith & Williamson and to Ellis that they will not sell or dispose of, except in
certain limited circumstances, any of their respective holdings of a total of
26,477,333 Ordinary Shares, representing approximately 7.44 per cent. of the
Company's Enlarged Share Capital at any time before the first anniversary of
Completion.
The Placing
Ellis has obtained on behalf of the Company, conditional placing commitments for
180,000,000 new Ordinary Shares, to raise #225,000 before expenses, conditional
only upon the passing of resolutions 1 and 2, completion of the Disposal and the
Admission of the New Ordinary Shares becoming effective. The New Ordinary
Shares, will, when issued, represent approximately 50.59 per cent. of the
Company's Enlarged Share Capital.
Andrew Hunt has subscribed for 32,000,000 New Ordinary Shares in the Placing,
which will, when issued, represent approximately 8.99 per cent. of the Company's
Enlarged Share Capital.
Neil Stanley, Andrew Hunt's business partner within Pembridge Capital Partners
Limited, has subscribed for 16,000,000 New Ordinary Shares in the Placing, which
will, when issued, represent approximately 4.50 per cent. of the Company's
Enlarged Share Capital.
The Placing is being made on a non-pre-emptive basis as the time and costs
associated with a pre-emptive offer are considered by the Board not to be in the
interests of the Company at this time.
The Placing Price of 0.125p per New Ordinary Share represents a discount of
approximately 37.5 per cent. to the closing middle market price of 0.2p per
Ordinary Share on 4 December 2007 being the last business day before the
announcement of the Placing, which your Board considers to be fair and
reasonable given the size of the Placing.
Application has been made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. Subject to the passing of resolutions 1
and 2 at the General Meeting and Completion, Admission is expected to become
effective and trading in the New Ordinary Shares to commence on 2 January 2008.
Cancellation of trading on AIM
If Independent Shareholders do not pass resolution 1 and Shareholders do not
pass resolution 2 at the General Meeting, then the Disposal and Placing will not
take place. The Directors believe that in the absence of an injection of capital
into the Group, and taking into consideration the worsening trading outlook for
the Group, the Group is very likely to become insolvent within the next twelve
months, if it remains a public company, with the associated costs that trading
on AIM entails. While cancelling the Company's trading on AIM would not remove
the threat of insolvency entirely, the Company would have the opportunity to
reduce its cost base as a private company.
Therefore, a further resolution will be put to Shareholders, to approve the
cancellation of the Company's admission to trading on AIM in the event that
resolutions 1 and 2 are not passed or for some other reason the Disposal is not
completed. If resolution 3 is passed at the General Meeting and the Disposal is
not completed, the Directors will apply for the admission to trading on AIM of
the Ordinary Shares to be cancelled. Such cancellation will, subject to the
approval of the London Stock Exchange, take effect no earlier than 20 business
days after resolution 3 is passed. Cancelling the admission to trading on AIM
of the Ordinary Shares would significantly reduce their liquidity and
marketability. Following such cancellation, the Company would nonetheless
continue to act in a manner befitting a company with a wide shareholder base,
including communication of news of major corporate events on the Company's
website.
Recommendation
Keith Bentley and David Drury are related parties under the AIM Rules in
relation to the Disposal and therefore have taken no part in the Company's
consideration of the Disposal or in making any recommendation to the Independent
Shareholders in connection with such transaction. In addition, both Keith
Bentley and David Drury have concluded, having consulted with Smith &
Williamson, that it would be inappropriate for the votes attaching to the
Ordinary Shares in which they are beneficially interested to be cast in favour
of resolution 1, and so have obtained from the trustees of their respective
family trusts (which include in each case themselves) undertakings to abstain
from voting on resolution 1 at the General Meeting.
Whilst it is the case that Richard Worthington has had conversations with Keith
Bentley and David Drury about joining the management team of Inbake and Don
Millers at some point following Completion, and to that extent does not consider
himself independent in relation to the matter of the Disposal, he does
not have any current financial interest in the outcome of the Disposal that
would make him a related party for the purposes of the AIM Rules. Accordingly,
having consulted with Smith & Williamson, he is able to join with Martin Bott in
making a recommendation to the Independent Shareholders, regarding the
Proposals, including the Disposal.
The Non-Related Party Directors, having consulted with Smith & Williamson,
consider that the terms of the Disposal are fair and reasonable insofar as the
Shareholders are concerned. In providing advice to the Non-Related Party
Directors, Smith & Williamson has taken into account the Non-Related Party
Directors' commercial assessment of the Proposals and the Board's assessment of
the commercial outlook for the Company and its available alternatives.
The Non-Related Party Directors consider the Proposals to be in the best
interests of the Company and the Shareholders as a whole and therefore recommend
that Independent Shareholders vote in favour of each of resolutions 1 and 2 at
the General Meeting, as they intend to do in respect of their own beneficial
holdings of 5,580,000 Ordinary Shares representing approximately 3.17 per cent.
of the issued ordinary share capital of the Company. In addition Diggle
Investments Limited, of which Richard Worthington is a director, has irrevocably
undertaken to vote in favour of each of resolutions 1 and 2 in respect of its
holding of 12,881,333 Ordinary Shares representing approximately 7.33 per cent.
of the issued ordinary share capital of the Company.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Admission" admission of the New Ordinary Shares to trading on AIM and such
admission becoming effective in accordance with the AIM Rules
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock
Exchange governing admission to and operation of AIM
"Bakery Bakery Services plc
Services" or
"Company"
"Circular" The circular to be posted to Shareholders today giving details of
the Proposals
"Completion" completion of the Disposal pursuant to the terms of the SPA
"CWS" Co-operative Group (CWS) Limited (company number IP00525R)
"Directors" or the directors of the Company at the date of this announcement
"the Board"
"Disposal" the sale of the entire issued share capital of each of the
Operating Subsidiaries to Keith Bentley and David Drury
"Don Millers" Don Millers Limited (company number 03949047)
"Ellis" Ellis Stockbrokers Limited, broker to the Company
"Enlarged together, the Existing Ordinary Shares and the New Ordinary
Share Capital" Shares
"Existing the 175,833,333 Ordinary Shares in issue at the date of this
Ordinary announcement
Shares"
"Form of the form of proxy enclosed with the Circular for use by
Proxy" Shareholders in connection with the General Meeting
"General the general meeting of the Company (or any adjournment of such
Meeting" meeting) convened for 10.30 a.m. on 28 December 2007 to be held
at Barnsgate Manor Vineyard, Herons Ghyll, Nr. Uckfield, East
Sussex TN22 4DB
"Group" the Company and its subsidiaries
"Inbake" Inbake Limited (company number 02595038)
"Independent Shareholders other than the trustees (who include Keith Bentley)
Shareholders" of the K Bentley 2000 Trust and the trustees (who include David
Drury) of the D Drury 2000 Trust
"London Stock London Stock Exchange plc
Exchange"
"New Ordinary the new Ordinary Shares to be issued by the Company pursuant to
Shares" the Placing
"Non-Related Richard Worthington and Martin Bott
Party
Directors"
"Operating Don Millers and Inbake
Subsidiaries"
"Ordinary ordinary shares of 0.1p each in the capital of the Company
Shares" or
"Shares"
"Placing" the conditional placing of 180,000,000 new Ordinary Shares at the
Placing Price
"Placing 0.125p per New Ordinary Share
Price"
"Proposals" together the Disposal, Placing and adoption of the new investing
strategy
"Proposed Andrew Hunt
Director"
"Report and the annual audited report and accounts of the Company for the
Accounts" year ended 31 March 2007
"Roys" Roys (Wroxham) Limited (company number 00256574)
"Shareholders" holders of Ordinary Shares
"SME" small and medium enterprise
"Smith & Smith & Williamson Corporate Finance Limited, nominated adviser
Williamson" to the Company
"SPA" the conditional sale and purchase agreement dated 5 December
2007, between (1) the Company and (2) Keith Bentley and David
Drury for the sale of the entire issued share capital of each of
the Operating Subsidiaries
This information is provided by RNS
The company news service from the London Stock Exchange
END
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