RNS Number:9349B
Capital Management And Investment
13 August 2004
Capital Management and Investment PLC
13 August 2004
Proposed Investment in Ristretto Holdings SARL and Admission to trading on the
Alternative Investment Market
The Company is pleased to announce that it has agreed, subject to the
satisfaction of certain conditions including, inter alia, obtaining the approval
of its shareholders, to acquire up to 30 per cent. of the issued share capital
of Ristretto Holdings SARL ("the Investment"). Ristretto Holdings SARL is a
newly incorporated Luxembourg based company set up with the specific intention
of acquiring, via Ristretto SAS ("Ristretto SAS"), directly and indirectly,
66.98 per cent. of the ordinary share capital of Algeco SA ("Algeco") which is
currently held by TUI AG ("TUI") and Hapag Lloyd Holding France for a
consideration of approximately Euro320 million ("the Acquisition). The balance of
the shares of Ristretto Holdings SARL will be owned by TDR Capital LLP ("TDR").
Algeco is a public company, listed on the Second Marche of Euronext in Paris. It
is the European market leader in the rental and sales of modular construction
units. Following the completion of the sale and purchase agreement for the
acquisition of shares in the capital of Algeco held by TUI and Hapag Lloyd
Holding France, Ristretto SAS will be obliged to make an offer for the remaining
33.02 per cent. of the ordinary share capital of Algeco from certain other
shareholders.
It is proposed that funding for Ristretto Holdings SARL is provided by, inter
alia, TDR and CMI as set out in more detail in the Admission Document dated 13
August 2004 ("Admission Document"). The total funding requirement for the
acquisition of Algeco is approximately Euro600million. The consideration for the
investment will be up to Euro50 million (#33.4 million) to be paid in cash. Further
details of the Investment and proposed Acquisition are given below and in the
Admission Document.
The Investment is departing from the Company's investment strategy. Consequently
the investment is classified as a reverse takeover under the AIM Rules and, as
such, the completion of any agreement by the Company in respect of the
Investment is conditional upon approval by shareholders at a general meeting of
the Company. In addition, the Board wishes to widen the investment criteria in
encompass companies that are located outside the UK.
For a transaction of this nature, the AIM Rules require that the Company submits
an application for the re-admission of its entire share capital to trading on
AIM following the passing of the resolution approving the Investment. Trading
in the Company's shares has been suspended since the announcement on 5 August
2004 that the Company had reached heads of agreement with TDR to invest up to
Euro50 million in a newly incorporated investment vehicle. The Company's shares
are to resume trading following the posting of the Admission Document to
shareholders.
Following the acquisition of shares in Algeco currently held by TUI and Hapag
Lloyd Holding France, Ristretto will own 66.98 per cent. of Algeco's ordinary
share capital. Subsequently, Ristretto SAS will be obliged to make an offer for
the remaining 33.02 per cent. of Algeco's ordinary shares. Since this offer will
be made following the price guarantee procedure (which is required under French
Stock Exchange Regulations), there will be no acceptance condition to this
offer.
An extraordinary general meeting ("the EGM") has been convened for these
purposes and is to be held at the offices of Pinsents at Dashwood House, 69 Old
Broad Street, London EC2M 1NR at 10.00 a.m. on 31 August 2004. Notice of the EGM
is set out at the end of this document.
Background to and Reasons for the Investment
Overview
CMI is currently a "cash shell" with no trading business. The current cash
balance is approximately #35.5 million.
In November 2002, shareholders approved in a general meeting a widening of the
Company's activity to allow your board to pursue investment opportunities which
are forecast to generate an attractive rate of return. The Board believes that
the Investment will generate an attractive rate of return and seeks approval
from shareholders to proceed with the Investment.
The Investment
The Board proposes to invest up to Euro50 million (#33.4 million) in a mixture of
shareholder loans, preference shares and ordinary shares to acquire up to a 30
per cent. shareholding in Ristretto Holdings SARL. Ristretto Holdings SARL is a
newly incorporated Luxembourg based company set up with the specific intention
of acquiring, via Ristretto SAS, directly and indirectly 66.98 per cent. of the
ordinary share capital of Algeco wich is currently owned by TUI and Hapag Lloyd
Holding France. The balance of Ristretto Holdings SARL will be owned by TDR.
Following the acquisition of the 66.98 per cent. shareholding held by TUI and
Hapag Lloyd Holding France, Ristretto SAS will be obliged to make an offer under
the price guarantee procedure for the remaining 33.02 per cent. held by other
shareholders.
The Acquisition is a leveraged buyout of a publicly quoted French company. The
Acquisition will be funded with a mixture of senior debt, mezzanine debt,
shareholder loans, preference shares and ordinary shares. The exact amounts of
each is still subject to negotiation. However it is likely that senior and
mezzanine debt will represent at least 70 per cent. of the total funding
requirement of approximately Euro600 million.
Information on ALGECO
Overview
Algeco's primary business is the renting and selling of modular construction
units. It is the market leader in France (40 per cent.), Spain (39 per cent.),
and Germany (26 per cent.). It also owns LPR which it acquired in 1997.
Algeco owns a fleet of approximately 105,000 modular units. They are used for a
variety of purposes including temporary classrooms for schools, offices on
construction sites, and development and office space for industrial and
commercial companies. Rental contracts run from one month to five years. The
modular units have an average life of more than 10 years and their average age
is 5.6 years.
LPR owns approximately 16 million pallets. They are rented by, inter alia, FMCG
manufacturers and used to transport products to distribution centres and retail
outlets. LPR has expanded rapidly in the last 4 years and now operates in
France, Belgium, Spain and Portugal.
Financial Information
The following information has been extracted from the audited statutory accounts
of Algeco Group for each of the three years ended 31 December 2003.
31/12 Eurom 2001 2002 2003
Turnover 403.9 395.0 395.7
EBIT 71.2 65.3 42.4
Profit Before taxes and exceptional items 61.5 55.3 38.4
(i) Modular Construction Business
In 2003, sales and rentals of modular construction units account for 83.4 per
cent. of sales and 111.8 per cent. of Group EBIT.
Historical financial information for the MC division is set out below:
31/12 Eurom 2001 2002 2003
Turnover 343.6 320.8 329.2
EBIT 66.7 56.2 47.4
2001 was a good year due to the growth in economic activity as a result of heavy
investment in the telecommunications and IT industries which has resulted in
higher rental prices for the modular units. It also led to significant
investment in additional capacity. Despite relatively constant utilisation rates
of approximately 80 per cent., the increase in capacity led to downward price
pressure. Revenues declined and this impacted upon profitability.
Your Board believes that this is an opportune moment in the economic cycle in
which to invest in this business.
(ii) LPR Pallet Business
This business has expanded rapidly following its acquisition by Algeco in 1997.
Historical financial information is set out below:
31/12 Eurom 2001 2002 2003
Turnover 46.7 60.8 66.2
EBIT 3.4 6.1 (9.6)
Turnover has grown following the expansion of operations into Spain, Portugal
and the Benelux Countries. LPR currently has approximately 16 million pallets
serving a number of customers. Price pressure from its major competitor, CHEP,
has resulted in the business incurring losses in 2003.
Remedial action has been taken including the appointment of a new CEO and
renegotiation of existing contracts and prices. Your Board believes that the
business is expected to generate cash in 2004.
(iii) Railcar and Container Rental
The consolidated figures include the following from the railcar and container
rental business:
31/12 Eurom 2001 2002 2003
Turnover 13.6 13.4 0.3
EBIT 4.5 0.7 3
Operational management of this unit was transferred to VTG France in January
2003. The assets of this business were sold in June 2004.
Information on CMI
CMI is an AIM quoted company incorporated in England and Wales. Since the
disposal of e-xentric (UK) Limited in December 2000, CMI has only traded to buy
and sell shares in Six Continents PLC as part of its unsuccessful takeover offer
in March 2003. During that time, the board has reviewed a number of potential
investment opportunities, none of which were considered by the Board to have
been significantly attractive to propose to shareholders.
Strategy
In November 2002, Shareholders approved a change in strategy to enable CMI to
make investments in other companies using a variety of financial instruments. At
the time the intention was to focus on companies that are located in, or trade
in, the UK.
The board wishes to widen the investment criteria to encompass companies that
are located outside the UK. The board has identified the Investment as an
opportunity in Europe and is seeking shareholder approval to widen the
investment criteria so that CMI can pursue this investment opportunity.
Irrevocable Commitments
Irrevocable undertakings to vote in favour of Resolution 1 have been received
from the Directors and certain other shareholders in respect of their
shareholdings which amount, in aggregate, to 124,103,433 Ordinary Shares,
representing approximately 53.3 per cent. of the existing issued share capital
of CMI.
Future Strategy
The board believes that participation in the investment represents a good
opportunity for shareholders. The board will be closely involved with the
investment going forward. CMI expects to appoint two non-executive directors to
the board of Ristretto Holdings SARL and have unrestricted access to management
information.
The board do not expect to receive significant dividend income from Ristretto
Holdings SARL in the immediate future. The Board believes, however, that the
investment will produce an attractive capital gain to CMI over the medium term.
The Board
Hugh Osmond (aged 42 years) Non-executive Chairman
Hugh founded Punch Group Limited ("Punch") and orchestrated the acquisition and
integration of the Allied Retail Estate (#2.75 billion), the Bass lease estate
(#565 million) and Inn Business (#132 million) as well as the disposal of 550
pubs to Bass (#950 million). He was also instrumental in bringing PizzaExpress
plc to the stock market in 1993 and served as a director for 7 years, during
which time the market capitalisation grew from #18 million to #550 million. He
was appointed as a director of CMI in 1997.
Alan McIntosh (aged 36 years) Non-executive Director
As a co-founder and finance director of Punch, Alan was responsible for the debt
and equity financing of all Punch transactions, totalling over #3 billion. He
qualified as a chartered accountant with Deloitte & Touche and subsequently
joined Hill Samuel Corporate Finance. Alan has also been a director of a number
of public and private companies including Punch, Wellington Pub Company Plc and
Topps Tiles Plc. He has worked with Hugh Osmond since 1994. He was appointed as
a director of CMI in 1997.
Edward Spencer-Churchill (aged 29 years) Non-executive Director
Edward graduated with a degree in Economics from Cambridge University. He
started his career at Bain & Company as a management consultant and worked on a
range of assignments with Bain, latterly in their private equity advisory group.
He left Bain to work with Hugh Osmond and Alan McIntosh in 1998 and has worked
with a number of different companies, both public and private, including Punch.
At Punch he was commercial director and as such was responsible for corporate
development, IT and regulatory affairs. He was appointed as a director of CMI in
2000.
Charles Nasser (aged 35 years) Non-executive Director
Charles is chief executive and founder of Claranet Limited. He formed the
company in 1996 and in 7 years has built it into one of Europe's largest
internet service providers with operations in the UK, France, Germany and Spain,
connecting over 1 million internet users and businesses. He was appointed as a
director of CMI in 2000.
Marc Jonas (aged 35 years) Non-executive Director
Marc graduated from Oxford University with a degree in Politics, Philosophy and
Economics. He worked as corporate financier with Hambros Bank before joining
Hugh Osmond in 1995. Marc was a founder shareholder and Property Director of
Punch Group until 2000 and is currently a Non Executive Director of Punch Pub
Company. He is also a Director of Wellington Pub Company plc and a director of
Sun Capital Partners.
Tim Woodcock ACA (aged 40 years) Finance Director and Secretary
Tim was appointed as Finance Director of CMI in 1998. He qualified as a
Chartered Accountant with Coopers and Lybrand and has been a director of a
number of private companies in the retail and leisure sectors. He was a
non-executive director of First Quench Retailing Limited, the Victoria Wine and
Thresher off licence chain, up until its sale to Nomura in October 2000.
Extraordinary General Meeting
An EGM is to be held at the offices of Pinsents at Dashwood House, 69 Old Broad
Street, London EC2M 1NR at 10.00 a.m. on 31 August 2004 at which the resolutions
set out in the notice of EGM will be proposed. The resolutions are as follows,
and will be proposed as ordinary resolutions:
(i) To approve the Investment; and
(ii) To widen the company's investment criteria to include companies
which are located outside the UK.
AVAILABILITY OF THE ADMISSION DOCUMENT
Copies of the Admission Document have today been despatched to shareholders and
will be available to the public free of charge from the registered office of CMI
during normal business hours on any week day (Saturday and public holidays
excepted), from the date of their document until the date of admission to AIM.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2004
Last time and date for receipt of forms of proxy 10.00 a.m.
on 29 August
Extraordinary General Meeting 10.00 a.m.
on 31 August
Admission of Ordinary Shares to trading on AIM 1 September
Completion of the Investment By 30 September
This information is provided by RNS
The company news service from the London Stock Exchange
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