Lees Food Shareholder Poll
This poll is not sanctioned or approved by Lees Foods.
Shares in Issue 2.46m
Basic EPS 31.9p
Net cash £2.0m
Operating cashflow 56.1p/share
PE ratio historic 7.2
Price/sales 0.28Note: Figures for 2011 FY unless stated. E&OE. Preliminaries 2011
recommended offer announced 10 Apri 2012.
"The Company is today [10 April] announcing the terms of a recommended proposal whereby Randotte (No. 555) Limited will, subject to the consent of shareholders and the sanction of the Court, acquire the entire issued share capital of Lees by means of a scheme of arrangement under Part 26 of the Companies Act, further details of which are contained in the full text of this announcement and pursuant to the Exchange Agreements.
· Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive in cash 230 pence per Scheme Share.
· The price of 230 pence per Scheme Share represents a premium of approximately 12.5 per cent. to 204.5 pence, being the volume weighted average Closing Price per Lees Share for the 6 months prior to the date of this announcement and a premium of approximately 31.8 per cent. to 175.5 pence, being the volume weighted average Closing Price per Lees Share for the 36 months prior to the date of this announcement.
· The price of 230 pence per Scheme Share represents a premium of approximately 2.7 per cent. to 224 pence, being the Closing Price per Lees Share on 5 April 2012, being the last business day immediately prior to the date of this announcement.
· The price of 230 pence per Scheme Share values the entire existing issued ordinary share capital of Lees at approximately £5.6 million.
· The consideration payable under the Acquisition will be funded by debt finance from third party providers to Randotte.
· The Lees Directors, Clive Miquel, David Simson, Albert Croll, Nadia Millar and Klaus Perch-Nielsen are not considered to be independent in relation to the Acquisition as they are all Randotte Directors and, subject to completion of the Exchange Agreements, will be shareholders in Randotte. Accordingly, there is presently no Lees Director who is independent of Randotte. The decision to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that eligible Lees Shareholders vote in favour of the Resolutions to be proposed at the General Meeting has therefore been made solely by Shore Capital who is acting as independent financial adviser to the Board.
· Randotte has received irrevocable undertakings from certain shareholders to vote or procure the vote in favour of the Scheme in respect of holdings or shares over which they have discretionary voting control (as applicable), representing as at 5 April 2012 approximately 40.9% per cent. of the Scheme Shares which will carry voting rights at the Court Meeting.
· Randotte is a private limited company incorporated in Scotland on 10 February 2012 and formed specifically for the purposes of the Acquisition. The directors of Randotte are also all of the directors of Lees. Randotte has not traded since its incorporation other than in connection with the Acquisition.
· The Acquisition will be subject, inter alia, to the satisfaction or waiver of the Conditions set out in Appendix I to this announcement and in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document which will be sent to Lees Shareholders within 28 days of the date of this announcement."