RNS Number : 1073S
15 November 2011
15(th) November 2011
FW Thorpe Plc
("FW Thorpe" or the "Company")
Disposal of Mackwell Electronics Ltd and Notice of General Meeting
The Company is pleased to announce that it has today entered into an agreement to sell its subsidiary Mackwell Electronics Ltd ("Mackwell") to NACB Holdings Limited (a company of which Mr Nicholas Brangwin is the sole shareholder) (the "Disposal") for a consideration of GBP6.5m, of which GBP4.5m is to be satisfied in cash on completion and GBP2.0m is to be satisfied by the issue of convertible secured loan notes.
In order to facilitate the Disposal the Company will provide Mr Nicholas Brangwin with a loan of GBP0.3m which will bear interest at a rate of 4% over base rate which, the independent Directors (which excludes both Mr Nicholas Brangwin and Mr Colin Brangwin) believe to be appropriate for a transaction of this nature.
The proceeds of the Disposal will be aggregated with the Company's existing cash balances and used for general corporate purposes. In the year to June 2011 Mackwell generated profit before tax of GBP1.3m.
The original rationale behind the acquisition of Mackwell was to secure an important element of the supply chain as part of the process of developing the Company's offering in the emergency lighting market. Developments in emergency lighting are now very pointedly towards the use of LED systems and this situation has required Mackwell to invest in LED technology. It has had to diversify its product range into the provision of complete LED emergency lighting luminaires and systems which often mirror products offered by other group companies and which are placed on the general market for sale to other OEM's.
Mackwell needs to and will continue to tailor its range more towards emergency LED control gear, luminaires and systems and needs to be free to do so. Over the past few years the Company has concentrated on acquiring niche businesses within the lighting industry supplying lighting products to end users within a variety of sectors. Separating Mackwell from the group will, further, allow other group companies to devote their efforts simply to pure lighting matters.
Following completion of the Disposal, both Mr Nicholas Brangwin and Dr David Dimeloe (currently Managing Director of Mackwell) will resign from the board of the Company.
The Disposal is classified as a related party transaction under the AIM Rules for Companies. Accordingly, the independent Directors of the Company (which excludes both Mr. Nicholas Brangwin and Mr Colin Brangwin) consider, having consulted with its Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Furthermore, in accordance with the Companies Act the Disposal is subject to shareholder approval at a General Meeting. A circular setting out the details of the Disposal and giving notice of the General Meeting to be held at 9.00 am on 2(nd) December 2011 at the offices of F W Thorpe Plc will be posted to shareholders tomorrow.
FW Thorpe Plc Tel: 01527 583200
Andrew Thorpe - Chairman and Joint Chief
Brewin Dolphin Limited - Nominated Advisor Tel: 0845 2134730
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