RNS Number : 4894R
Best of the Best PLC
04 November 2011
4 November 2011
Best of the Best plc
("Best of the Best" or "the Company")
Announcement of Tender Offer and General Meeting
The Company announced today that it intends to return surplus cash to Shareholders by way of a tender offer, pursuant to which Charles Stanley Securities ("Charles Stanley") will purchase, as principal, up to approximately 16.67 per cent. of the Company's Ordinary Shares (one Ordinary Share for every six held) at a price of 63 pence per Ordinary Share (and these Ordinary Shares may then be purchased from Charles Stanley by the Company pursuant to the Repurchase Agreement).
If the maximum number of Ordinary Shares under the Tender Offer are acquired this will result in an amount of GBP1,180,884 being paid to Qualifying Shareholders. If implemented, the Tender Offer will enable Qualifying Shareholders to achieve a partial realisation of their holding at 63 pence per Ordinary Share.
A circular, containing the formal terms and conditions of the Tender Offer and instructions to Shareholders on how to tender their Ordinary Shares should they choose to do so, together with a Tender Form and Form of Proxy, are expected to be posted to Shareholders later today.
Background to and reasons for the Proposals
Your Board considers that it is in the interests of Shareholders to implement the Tender Offer so as to provide those Qualifying Shareholders who wish to sell shares in the Company the opportunity to do so.
The Company has been cash generative for a number of years and has benefited from a strong balance sheet with significant cash reserves. The exit of sites at Heathrow in January 2011 also resulted in a release of cash (refunded capital expenditure), coupled with a reduction in stock (cars on display). Furthermore, the Company has significantly reduced both the level of capital expenditure and stock on display required at the new retail sites it has opened (Westfield White City, Westfield Stratford, Lakeside Shopping Centre) and those it is currently refitting (Stansted Airport and Luton Airport). This is a trend that the Board anticipates will continue with expected refurbishments at Gatwick and Birmingham Airports. Further, the Board believes that the major investment in its information technology systems and platform over the previous 24 months is sufficient and will not require significant further funding in the short term.
As a result of the above, the Company has a cash balance surplus to the operational requirements of its continuing activities. The Company now proposes to return up to GBP1,180,884 to Qualifying Shareholders by means of the Proposals. Following completion of the Proposals, the Directors believe that the Company will have sufficient working capital to fund its activities going forward over the short to medium term.
In determining the level of return of value, the Board has taken into consideration its aim of improving the Company's earnings per share, as well as targeting a more efficient capital structure through returning excess balance sheet cash to Shareholders.
Benefits of the Proposals
The Board has considered a range of options for returning cash to Shareholders but decided to do this by way of the Tender Offer because it believes this process benefits both Qualifying Shareholders and the Company. In particular, the Directors believe that the Tender Offer:
-- provides those Qualifying Shareholders who wish to sell Ordinary Shares with the opportunity to do so;
-- is available to all Qualifying Shareholders regardless of the size of their shareholdings;
-- allows the Company to broaden the return of cash to include those Qualifying Shareholders whose Ordinary Shares might not otherwise be purchased by the Company through a buy back in the market;
-- enables those Shareholders who do not wish to receive capital at this time to maintain their full investment in the Company;
-- enables Ordinary Shares to be sold free of commissions or charges that would otherwise be payable if Qualifying Shareholders were to sell their shares through their broker; and
-- immediately enhances earnings per share.
Acceptance of the Tender Offer will constitute a return of capital of 63 pence per share in respect of each Ordinary Share tendered.
Details of the Proposals
The Directors propose that the Tender Offer be made, pursuant to which Charles Stanley will purchase, as principal, up to approximately 16.67 per cent. of the Company's Ordinary Shares at a price of 63 pence per Ordinary Share.
The Tender Offer is being made subject to the passing of a special resolution which will be proposed at the General Meeting. The Tender Offer is also subject to the conditions set out in the Repurchase Agreement and Part 2 of the Circular being posted to Shareholders today. The Tender Offer is open to the Shareholders on the Register at 5.00 p.m. on 23 November 2011 (the "Tender Offer Record Date").
In accordance with the terms and subject to the conditions of the Repurchase Agreement, Charles Stanley has granted to the Company a call option pursuant to which, the Company may, at its sole discretion, purchase from Charles Stanley the Ordinary Shares purchased by it pursuant to the Tender Offer at a price of 63 pence per Ordinary Share. All of the Ordinary Shares purchased by the Company under the Repurchase Agreement will be cancelled.
The purchase of shares from Charles Stanley pursuant to the Repurchase Agreement will be funded from available cash of the Company and paid out of its distributable reserves. Accordingly, following the completion of the Repurchase, the Company's distributable reserves will be reduced by the size of the Tender Offer. If the call option is exercised by the Company pursuant to the Repurchase Agreement, the Company's issued share capital will be reduced to 9,372,100 Ordinary Shares, (excluding shares held in treasury), assuming the Tender Offer is taken up in full.
The authorisation of the Repurchase Agreement and, accordingly, the implementation of the Tender Offer, requires, inter alia, the passing of a special resolution.
Therefore the Company is convening a General Meeting of the Company to be held at the offices of Charles Stanley, 25 Luke Street, London EC2A 4AR on 21 November 2011 at 11.00 a.m.
Irrevocable undertakings by Directors and other Shareholders
Directors Michael W Hindmarch, William S Hindmarch, Rupert C E Garton and Colin Hargrave who, (excluding Options to be exercised prior to the Tender Offer Record Date), are the registered holders of, in aggregate, 7,529,137 Ordinary Shares, representing approximately 68.86 per cent. of the Company's current issued share capital, have undertaken to accept the Tender Offer in full and to vote in favour of the Resolution.
The Company has been trading in line with expectations and will be loss making for the financial year due to the loss of its Heathrow sites. The Company remains on target to move back into profitability next year.
The restructuring of the Company's principal supercar competition to incorporate lower entry points has had the desired effect of increasing participation as well as opening up new opportunities in shopping centres. The Company has now opened sites in Westfield White City, Westfield Stratford and Lakeside Shopping Centres, and it is the Board's ambition to continue rolling out further shopping centre sites pending the success of the trials at these locations.
The Company's airport locations continue to trade as expected. The Company is currently refitting sites at Stansted and Luton, with Birmingham and Gatwick expected to follow in the coming months. These refits will benefit from a smaller, more flexible format devised at the shopping centres, which is working well for the Company and has been well received by its landlords.
The Company's online offering has been considerably broadened with new product categories and a greater number of competitions. Revenues are building steadily and the number of participants has grown significantly, aided by lower price points and increased frequency of play.
The results for the six months ended 31 October 2011 are expected to be announced on 27th January 2012.
It is anticipated that Rupert C E Garton and Ian Atkinson (the Company's Sales Director) will exercise Options prior to the Tender Offer Record Date amounting to 312,765 Ordinary Shares in aggregate. Further, in accordance with the terms of the Option Schemes, the Directors will consider the effect of the Proposals on the terms of the Options, and the terms of the Options may be adjusted accordingly in due course.
Related Party Transaction
The Directors of the Company are considered to be related parties to the Company and therefore the transaction is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules. The Company's nominated adviser, Charles Stanley, considers that the terms of the transaction are fair and reasonable insofar as the Company's Shareholders are concerned.
EXPECTED TIMETABLE OF EVENTS
Announcement of the Proposals 4 November 2011
Tender Offer opens 7 November 2011
Latest time for receipt of Forms of Proxy 11.00 a.m on 19 November 2011
General Meeting 11.00 a.m on 21 November 2011
Latest time for receipt of Tender Forms and TTE Instructions in
relation to the Tender Offer 1.00 p.m. on 23 November 2011
Tender Offer Record Date 5.00 p.m. on 23 November 2011
Announcement of results of Tender Offer 24 November 2011
Posting of cheques in respect of the Tender Offer, along with any
balance certificates or the crediting of CREST accounts 25 November 2011
Recommendations by the Directors
The Directors unanimously consider that the Proposals described above are in the best interests of Shareholders and recommend that Shareholders vote in favour of the proposed Resolution and that they follow the action being taken by the Directors (representing holders of approximately 68.86 per cent. of the issued share capital) and participate in the Tender Offer in full.
Best of the Best William Hindmarch, Chief T: 020 7371
plc Executive 8866
Rupert Garton, Commercial
Charles Stanley Mark Taylor / Luke Webster T: 020 7149
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