![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Alexon Grp. | LSE:AXN | London | Ordinary Share | GB00B28Y7M80 | ORD 12.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.825 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMAXN RNS Number : 1626I Alexon Group PLC 05 March 2010 This document (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in or into the United States (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLuMBIA), Australia, Canada, SOUTH AFRICA or Japan. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY ALEXON GROUP PLC TODAY IN CONNECTION WITH THE CAPITAL RAISING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE. 5 March 2010 Alexon Group plc Capital Raising, Property Portfolio Reorganisation and New Bank Facilities Overview The Board of Alexon Group plc today announces that it is proposing to raise approximately GBP20.3 million (GBP18.5 million net of expenses) by way of a Firm Placing and Placing and Open Offer of New Ordinary Shares in the Company. 33,333,333 New Ordinary Shares will be issued through the Firm Placing at 20 pence per Firm Placed Share and 68,267,652 New Ordinary Shares will be issued through the Placing and Open Offer at 20 pence per Open Offer Share. The Firm Placed Shares do not qualify for the Open Offer. The Open Offer is being made to Qualifying Shareholders on the basis of 3 Open Offer Shares for every 2 existing Ordinary Shares held by Qualifying Shareholders at the Record Date. The Capital Raising will result in the issue of 101,600,985 New Ordinary Shares (representing approximately 69.1 per cent. of the enlarged share capital of Alexon). The Issue Price represents a 40.7 per cent. discount to the Closing Price of 33.75 pence per Ordinary Share on 4 March 2010 (being the last business day prior to this announcement). The Capital Raising is conditional on, amongst other things, the passing of the Capital Raising Resolutions at the Extraordinary General Meeting and upon the Placing Agreement becoming unconditional in all respects and not being terminated prior to Admission. The Capital Raising is fully underwritten by Investec, on, and subject to, the terms of the Placing Agreement. The ex-entitlement date for the Open Offer is 8.00 a.m. on Monday 8 March. Highlights of the Property Portfolio Reorganisation · Alexon has identified 63 specific onerous leases on account of their unfavourable commercial terms and/or inappropriate locations (the "Prioritised Leases") · The Group has reorganised its property portfolio by exiting from eight Prioritised Leases; entering into option agreements to terminate liabilities under 26 Prioritised Leases and an assignment (subject to landlord consent) in respect of one further Prioritised Lease; reaching agreement in principle to terminate or assign seven Prioritised Leases; and deciding not to renew one significant Prioritised Lease which will expire in September 2010 · Aggregate annualised cash cost savings for the Group from the items outlined above are expected to be approximately GBP5.2 million · In addition, Alexon expects to achieve further savings in respect of another six Prioritised Leases through a combination of renegotiation of the terms with the landlords and / or rebranding · A further two significant stores with Prioritised Leases are being actively marketed with a view to securing assignments to third parties in due course · Whilst no agreement has been reached with the landlords in respect of the remaining twelve Prioritised Leases, Alexon will continue to explore possible solutions for these leases · The Group has also negotiated improved commercial terms in respect of ten non-Prioritised Leases which will result in an annualised net rent reduction of approximately GBP0.3 million Other highlights · Of the net proceeds of the Capital Raising of approximately GBP18.3 million, approximately GBP10 million will be used to satisfy the consideration payable for the Property Portfolio Reorganisation plus associated costs · The balance of approximately GBP8 million will be used to invest in the Group's outdated systems; re-fit the Group's existing concessions and invest in new concessions and new store openings · Alexon will enter into New Bank Facilities with Barclays to replace the Existing Bank Facilities. The New Bank Facilities are conditional upon Admission · The New Bank Facilities expire in March 2013 and comprise an GBP8 million revolving credit facility, a GBP6 million amortising term loan and GBP6,154,000 ancillary facilities · The Group's loss from continuing operations before exceptional items, interest and taxation for the 52 weeks to 30 January 2010 is not expected to be greater that GBP1.0 million · Since the start of the new financial year, trading has continued on an encouraging trend, with the rate of like-for-like sales decline reducing to minus 3.7 per cent. for the four weeks to 28 February 2010 Richard Handover, Chairman of Alexon, commented: "Alexon Group has strong brand equity and has historically been profitable and cash generative but in recent times the Group has lost market share due to underinvestment over several years. In addition the Group's financial performance continues to be significantly affected by a large number of onerous property leases, as well as cash constraints on investment. The new management team has developed a turnaround strategy which is now being implemented and there is good evidence of this working. Today's announcement will enable Alexon to accelerate its turnaround plan and is in the best interests of Alexon, its Shareholders and other stakeholders. The Property Portfolio Reorganisation will establish a more appropriate operational structure for the business, whilst the increased investment in systems, concessions and store openings will ensure Alexon has a strong platform to grow going forward." A conference call for analysts and investors will be held at 2.30 p.m. today. Please call Zoe Bird at Brunswick on 020 7404 5959 to obtain dial in details. For further information, please contact: Alexon Group Plc Tel: 01582 723131 Jane McNally, Chief Executive John Boyle, Finance Director Investec Investment Banking Tel: 020 7597 5970 Chris Treneman James Rudd Brunswick Tel: 020 7404 5959 Simon Sporborg James Olley Zoe Bird IMPORTANT INFORMATION This announcement is for information only and does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company in the United States or in any other jurisdiction. This announcement should not be forwarded, published or distributed directly or indirectly, in or into the United States or any of the other Extended Territories. This announcement has not been approved by the Financial Services Authority or by any other regulatory authority. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information provided in the Prospectus which is expected to be published by the Company later today. Copies of the prospectus will, following publication, be available for inspection at the Company's registered office at 40 - 48 Guildford Street, Luton, LU1 2PB, United Kingdom, at the Company's website at www.alexongroup.co.uk and at the UK Listing Authority's Document Viewing Facility, which is situated at 25 North Colonnade, Canary Wharf, London, E14 5HS. This document (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in or into the United States (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLuMBIA), Australia, Canada, SOUTH AFRICA or Japan. These written materials do not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the US Securities Act of 1933, as amended, or are exempt from such registration. The Firm Placed Shares, the Open Offer Entitlements, the Open Offer Shares and the Application Forms have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. There will be no public offer of the New Ordinary Shares in the United States. The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. The New Ordinary Shares have not been or will not be registered under the securities legislation of any province or territory of Canada. Subject to certain exceptions, the New Ordinary Shares will not be directly or indirectly offered for subscription or purchase, taken up, sold, delivered, renounced or transferred in or into Canada. Therefore, subject to certain exceptions, no offer or sale of New Ordinary Shares will be made within Canada and no Application Forms will be sent to, nor will any Open Offer Entitlements be credited to a stock account in CREST on behalf of any Shareholder with a registered address or who is resident or located in Canada. No communication or information relating to the offer of New Ordinary Shares may be disseminated to the public in jurisdictions other than the United Kingdom where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of the New Ordinary Shares in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Investec is acting as Sponsor, Financial Adviser, Bookrunner and Underwriter to Alexon in respect of the Capital Raising. This announcement has been issued by and is the sole responsibility of Alexon. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed. Investec is acting for Alexon and no one else in connection with the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and will not be responsible to anyone other than Alexon for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement. Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group's expectations, intentions and beliefs concerning, amongst other things, the Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Group operates, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. As such, forward-looking statements are no guarantee of future performance. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Company or its subsidiaries, earnings, financial position, cash flows, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions and such other risk factors identified in the "Risk Factors" section of the Prospectus. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this announcement and are not intended to give assurance as to future results. Alexon Group plc Capital Raising, Property Portfolio Reorganisation and New Bank Facilities Introduction The Board of Alexon announces today that it is proposing to raise approximately GBP20.3 million (GBP18.5 million net of expenses) by way of the Firm Placing and the Placing and Open Offer of New Ordinary Shares in the Company. The proceeds of the Capital Raising will be used to satisfy the consideration payable for the Property Portfolio Reorganisation and to provide additional funding for the Group's investment programme. 33,333,333 New Ordinary Shares will be issued through the Firm Placing at 20 pence per Firm Placed Share and 68,267,652 New Ordinary Shares will be issued through the Placing and Open Offer at 20 pence per Open Offer Share. The Company is proposing to offer Open Offer Shares, pursuant to the Placing and Open Offer, to Qualifying Shareholders (other than, subject to certain exceptions, Shareholders with a registered address in, or who are resident in, the United States or any of the other Excluded Territories). The Open Offer is being made to Qualifying Shareholders on the basis of 3 Open Offer Shares for every 2 existing Ordinary Shares held by Qualifying Shareholders at the Record Date. The Capital Raising is fully underwritten by Investec on, and subject to, the terms of the Placing Agreement. The Issue Price of 20 pence per New Ordinary Share represents a 40.7 per cent. discount to the Closing Price of 33.75 pence per existing Ordinary Share on 4 March 2010 (being the last business day prior to the announcement of the Capital Raising). The Capital Raising is conditional upon, among other things, the approval of the Resolutions by Shareholders at the Extraordinary General Meeting being convened for 11.00 a.m. on 23 March 2010. Information on Alexon Alexon is a retailer of women's fashion, trading under a portfolio of six brands. The brands operate mainly as concessions within host department stores in the UK, such as House of Fraser, Debenhams and major independent department stores, as well as in Belgium, Germany and the Republic of Ireland. The Group also operates a chain of standalone stores in the UK and a clearance chain (known as "Stock Trading"), which it uses to clear old seasons' stock. As at 30 January 2010, the Group had 1,139 outlets in total, of which 892 are concessions in the UK, 145 are concessions in Europe and 102 are UK standalone stores. The Group also retails through its own websites and through the host websites of House of Fraser (all brands) and the John Lewis Partnership (Kaliko) and has successfully trialled retailing through third party catalogues. The Group's six brands are: Eastex (252 UK concessions and 28 European concessions as at 30 January 2010) This is a range of easy to care for clothes for women of 65 years plus who take pride in their appearance. The Directors believe this brand enjoys a high degree of customer loyalty. Eastex has been a consistently high profit generator within the Group and has been the subject of recent expansion (both through an increased number of outlets and the number of catalogues through which this brand is sold). Dash (176 UK concessions, 21 European concessions and 12 standalone UK stores as at 30 January 2010) This is a strong performing brand that seeks to offer practical, comfortable and stylish clothes. Dash is positioned for the 45 years plus woman looking for co-ordinated leisure outfits with a focus on trims and detailing. Additional expansion of this brand is underway, including the launch of a new sub-brand "Pure Dash". Ann Harvey (65 UK concessions, 29 European concessions and 51 standalone UK stores as at 30 January 2010) This is a niche retail brand catering for the plus size mature woman, size 16 to 32. Ann Harvey is positioned to provide stylish clothes for all occasions, which work for a larger silhouette. The offer is targeted at the 45 years plus customer looking for value for money. Recent Ann Harvey store refits have been well received and the brand's online sales are rapidly expanding. The Directors also believe that this brand has overseas growth potential. Kaliko (132 UK concessions, 23 European concessions and 11 standalone UK stores as at 30 January 2010) This is a boutique style, feminine offering with co-ordinated outfits for all occasions for women of 40 years plus. The brand has been adversely affected by space reductions but the range has shown early signs of recovery and a public relations campaign is underway. Again, this brand has been trading successfully online. Minuet Petite (106 UK concessions and 19 European concessions as at 30 January 2010) This is an established, niche brand offering of smart occasion wear for the petite customer of 45 years plus. There has been an increase in the number of concessions in House of Fraser and independent stores which has partly offset the reduction in the number of concessions operated in John Lewis Partnership stores. The Directors also believe that this brand has the potential to expand via online channels. Alexon (151 UK concessions, 25 European concessions and 3 standalone UK stores as at 30 January 2010) This brand, which was established in 1929, provides a premium retail offer positioned for the woman looking for an accessible price point within the luxury event wear market. The products encompass co-ordinated outfits and are tailored for the more mature customer (55 years plus). Alexon has recently experienced space reductions. The Directors are planning to address the poor performance of this brand by launching a new product direction and the creation of a design led sub-brand (which it expects to launch for the 2010 Autumn/Winter season). Stock Trading, the Group's chain of clearance outlets which sells prior season stock for all of the Group's brands, operates 10 UK concessions and 8 standalone UK stores as at 30 January 2010. Recently the three major department stores, being House of Fraser, Debenhams and the John Lewis Partnership, have been increasing their "own label" product as a substitute for concession product. The impact of this trend has been mitigated by a number of independent department stores approaching the Group to expand their "branded" fashion offering. The UK concessions, European concessions and UK standalone stores accounted for approximately 70 per cent., 13 per cent. and 17 per cent. respectively of the Group's revenue from continuing operations for the 26 weeks to 1 August 2009. Background to and reasons for the Capital Raising Following the appointment of Jane McNally as Chief Executive in June 2008, the Group undertook a detailed strategic review. Despite the Group's proven track record of achieving profitability for the right brands in the right locations, this review identified a number of issues within the business in an increasingly competitive market. In particular: a weakened brand identity in four of the Group's then seven brands; an operational structure and legacy leases that were not aligned to the forward strategy; a lack of investment and best practice in many areas; and a depleted management team. Notwithstanding these issues, the Board believed that there was an exciting opportunity to build on the heritage of the Alexon brands; exploiting a growing customer demographic - the ageing UK population, improving the benefits of diversified niche brands, and capitalising on a business model with low fixed costs. Accordingly, a turnaround plan for the Group was developed. The Group's priorities for the business were split into immediate next steps, medium term priorities and longer term priorities: · Immediate next steps - develop a strategy to deal with the Group's onerous leases; strengthen the management team and operational structures to improve buying, reduce aged stock and develop clearer brand strategy; secure support from the Group's Lender, suppliers and host stores; establish a web presence; address legacy issues through the exit from Bay Trading, the closure to further accrual of the Group's pension scheme and the closure of the Group's manufacturing division; · Medium term - secure bank and equity financing for: a property portfolio reorganisation, renegotiation of commercially unfavourable leases and the Group's investment programme (investment in web, MIS and other IT infrastructure needs, concession growth and development and limited store expansion); and · Long term - commence with the implementation of the Group's investment programme and continue the turnaround of the Group's brands. The immediate next steps of the turnaround plan have largely been completed. The Group has strengthened the management team and operational structures, improved its buying, reduced aged stock and been proactive in developing a clearer brand strategy. The Group also secured the support of its Lender, suppliers and host stores and begun to establish a web presence. In April 2009, the Group exited its loss-making value brand, Bay Trading, which had been facing increasingly intense competition in its market segment, closed the Group's pension scheme to further accrual and closed the Group's manufacturing division. Despite this progress in the Group's turnaround plan, the Group's financial performance has been and continues to be significantly affected by a large number of onerous property leases. As part of the turnaround plan, the Group prioritised 63 specific onerous leases (the "Prioritised Leases") on account of their unfavourable commercial terms and/or inappropriate locations. These Prioritised Leases represent an annualised cash cost to the Group of approximately GBP7.0 million (excluding contingent costs) and annualised sales of approximately GBP14.6 million. Details of the initiatives taken to address the Prioritised Leases are set out below. These are expected to cost the Group approximately GBP10 million (including legal fees and contingency) and result in significant cash cost savings for the Group. Accordingly, the Board has concluded that the Property Portfolio Reorganisation is in the best interests of the Group and its Shareholders as a whole and will establish a more appropriate operational structure for the business which will accelerate the Group's turnaround plan. The Group therefore intends to raise approximately GBP18.5 million (net of expenses) by way of the Capital Raising to satisfy the consideration payable for the Property Portfolio Reorganisation and to provide additional funding for the Group's investment programme. Summary of the Property Portfolio Reorganisation Of the 63 Prioritised Leases, the Group has: · already exited from eight Prioritised Leases; These leases were exited at a cost of approximately GBP0.2 million before expenses). · entered into option agreements to terminate liabilities under 26 Prioritised Leases (the "Options to Terminate") and an assignment in respect of one further Prioritised Lease (the "Assignment"); The leases and guarantees of leases to which the Options to Terminate and the Assignment relate have an average outstanding term of 5.1 years. Upon exercise of the 26 Options to Terminate and completion of the Assignment, an aggregate cash consideration of approximately GBP5.7 million (before expenses) will become payable to landlords and the assignee representing a cost of exit equivalent to approximately 15 months' rent. The Options to Terminate are not conditional and do not provide for any contractual rights in respect of termination or revocation. The Assignment is subject to landlord consent (although such consent may not be unreasonably withheld). On exercise of certain Options to Terminate, the Group will be required to enter into: (i) short leasebacks on improved terms in respect of the relevant premises so as to facilitate an orderly wind down of the relevant stores; and/or (ii) new leases to replace certain other existing leases (which were not identified as Prioritised Leases). As a result of these new leases the Group will occupy the relevant premises for an extended term but at a reduced annual rent. The Options to Terminate may be exercised by the Group at any time prior to 31 May 2010. The exercise of certain Options to Terminate is inter-conditional. The Group intends to exercise all of the Options to Terminate as soon as practicable following completion of the Capital Raising. If the Capital Raising does not take place, the Directors will consider the extent to which it is in the Group's interests to exercise any of its rights under the Options to Terminate. · reached agreement in principle to terminate or assign seven Prioritised Leases; Assuming these Prioritised Leases are terminated or assigned, an aggregate cash consideration of approximately GBP0.8 million (before expenses) will become payable by the Group, representing a cost of exit equivalent to approximately 16 months' rent. Although no binding agreement has been entered into in respect of such arrangements as at the date of this announcement, the Group expects to formalise these arrangements shortly. · decided not to renew one significant Prioritised Lease which will expire in September 2010; The Directors expect that the aggregate annualised cash cost savings for the Group from the actions outlined above would be approximately GBP5.2 million. In addition, the Directors expect to achieve further annualised cash cost savings in respect of a further six Prioritised Leases through a combination of renegotiation of the terms with the landlords and/or rebranding (i.e. changing the goods sold at the location from one Alexon brand to another more appropriate Alexon brand) and other operational actions. The Directors expect to incur costs of approximately GBP1.1 million (before expenses) to realise these savings. A further two significant stores with Prioritised Leases are being actively marketed with a view to securing assignments to third parties in due course which, if successful, would result in further annualised cash cost savings. The Directors expect to incur costs of approximately GBP1.0 million to realise these savings. Whilst no agreement has been reached with the landlords in respect of the remaining 12 Prioritised Leases, the Directors will continue to explore possible solutions for these leases. As a result of the Property Portfolio Reorganisation the Group's UK standalone store portfolio will reduce from 101 stores (comprising 85 open stores and 16 sublet or vacant stores) to 66 open stores. The current store portfolio and store portfolio following the Property Portfolio Reorganisation are set out below: +-----------------------------+---------+-------------+-------------+-------+ | UK store portfolio as at 5 | | | | | | March 2010 | | | | | +-----------------------------+---------+-------------+-------------+-------+ | | | UK | European | | +-----------------------------+---------+-------------+-------------+-------+ | Brand | UK | concessions | concessions | Total | | | shops | | | | +-----------------------------+---------+-------------+-------------+-------+ | Eastex | 0 | 252 | 28 | 280 | +-----------------------------+---------+-------------+-------------+-------+ | Dash | 12 | 176 | 21 | 209 | +-----------------------------+---------+-------------+-------------+-------+ | Ann Harvey | 51 | 65 | 29 | 145 | +-----------------------------+---------+-------------+-------------+-------+ | Minuet Petite | 0 | 106 | 19 | 125 | +-----------------------------+---------+-------------+-------------+-------+ | Alexon | 3 | 151 | 25 | 179 | +-----------------------------+---------+-------------+-------------+-------+ | Kaliko | 11 | 132 | 23 | 166 | +-----------------------------+---------+-------------+-------------+-------+ | Clearance - "Stock Trading" | 8 | 10 | 0 | 18 | +-----------------------------+---------+-------------+-------------+-------+ | Sub-let or vacant | 16 | 0 | 0 | 16 | +-----------------------------+---------+-------------+-------------+-------+ | Total | 101 | 892 | 145 | 1,138 | +-----------------------------+---------+-------------+-------------+-------+ | Store portfolio following | | | | | the Property Portfolio | | | | | Reorganisation | | | | +-----------------------------+-----------------------+-------------+-------+ | | | UK | European | | +-----------------------------+---------+-------------+-------------+-------+ | Brand | UK | concessions | concessions | Total | | | shops | | | | +-----------------------------+---------+-------------+-------------+-------+ | Eastex | 0 | 252 | 28 | 280 | +-----------------------------+---------+-------------+-------------+-------+ | Dash | 10 | 176 | 21 | 207 | +-----------------------------+---------+-------------+-------------+-------+ | Ann Harvey | 33 | 65 | 29 | 127 | +-----------------------------+---------+-------------+-------------+-------+ | Minuet Petite | 0 | 106 | 19 | 125 | +-----------------------------+---------+-------------+-------------+-------+ | Alexon | 2 | 151 | 25 | 178 | +-----------------------------+---------+-------------+-------------+-------+ | Kaliko | 11 | 132 | 23 | 166 | +-----------------------------+---------+-------------+-------------+-------+ | Clearance - "Stock Trading" | 8 | 10 | 0 | 18 | +-----------------------------+---------+-------------+-------------+-------+ | Sub-let or vacant | 2 | 0 | 0 | 2 | +-----------------------------+---------+-------------+-------------+-------+ | Total | | 892 | 145 | 1,103 | | | 66(1) | | | | +-----------------------------+---------+-------------+-------------+-------+ Note (1): This figure excludes the 14 short leasebacks and a 12 month licence agreed to as part of the Property Portfolio Reorganisation. These short leasebacks have an average term of 20 months. Many of the short leasebacks include break provisions which may be exercised by the Group (subject to the terms of the relevant leaseback). In addition to the 63 Prioritised Leases, there are a further 20 leases for which onerous lease provisions have been made and which the Group intends to address through initiatives such as negotiating more attractive commercial terms and improved trading. The Group has to date negotiated more attractive commercial terms in respect of ten of the non-Prioritised Leases which the Directors expect will result in an annualised net rent reduction for the Group of approximately GBP0.3 million. New Bank Facilities and Warrants The Company announced today that it has entered into New Bank Facilities with Barclays Bank plc to replace the Existing Bank Facilities. The New Bank Facilities expire in March 2013 and comprise an GBP9,504,000 million revolving credit facility, a GBP6 million amortising term loan and GBP5,650,000 on-demand facilities. The New Term and RCF Bank Facilities contain financial covenants based on actual EBITDA, EBITDAR and net debt for the three quarters ending 31 January 2011. From April 2011, the financial covenants are a leverage ratio (Net debt/EBITDA), an interest cover ratio (EBITDA/Interest) and a fixed charge cover ratio (EBITDAR/(Rent plus interest) to be tested quarterly. In addition, there is an asset based financial covenant based around eligible property, eligible stock and eligible debtors and restrictions on capital expenditure. The Company has agreed to pay the Lender an arrangement fee of GBP210,000 on the date of signing of the New Term and RCF Bank Facilities, an amendment fee of 100 basis points calculated on the aggregate commitments of the New Bank Facilities, together with a further fee of GBP600,000 by no later than 31 August 2010. The interest margin payable is 350 basis points. It is a condition precedent to utilisation of the New Term and RCF Bank Facilities that Alexon grants the Lender Warrants to subscribe for Ordinary Shares in aggregate equal to one per cent. of Alexon's issued share capital immediately following completion of the Capital Raising at a strike price equivalent to the Issue Price. The Warrants will expire six years after completion of the Capital Raising, if not exercised prior to that date and are conditional upon completion of the Capital Raising. The New Bank Facilities are conditional upon the Company receiving a minimum of GBP15,504,000 by way of net proceeds from the Admission. If the Company does not receive a minimum of GBP15,504,000 by way of net proceeds from the Admission, the New Bank Facilities will not replace the Existing Bank Facilities. Use of proceeds and financial effects of the Capital Raising and the Property Portfolio Reorganisation Of the net proceeds of the Capital Raising of approximately GBP18.5 million, approximately GBP10 million will be used to satisfy the consideration payable for the Property Portfolio Reorganisation plus associated costs. It is expected that successful completion of all elements of the Property Portfolio Reorganisation (some of which have not yet reached the stage of binding agreements) would result in annualised cash cost savings for the Group of at least GBP5.2 million. The balance of the net proceeds of approximately GBP8 million will be used as follows: · approximately GBP3.5 million will be invested in improving the Group's outdated systems (certain of which are over 15 years old) and infrastructure. The Directors conservatively expect a payback period of approximately two years on this key investment. This investment will comprise: · GBP0.75 million on website development in order to increase the Group's online sales which currently comprise only 2 per cent. of the Group's total sales. Online sales are predicted to rise to 11.9 per cent. of the total clothing market by 2013; · GBP2.75 million on the development of a new management information and logistics system which is expected to drive efficiency, improve the overall speed to market of product, help to deliver an uplift in online sales and result in lower mark downs and lower terminal stock levels, and therefore improved margins; · approximately GBP2.5 million will be used to: · re-fit the Group's existing concessions, at an average cost of GBP9,000 per concession. Historic capital expenditure on the Group's concessions has been negligible in the last five years and the Directors believe that such re-fits are a prerequisite to securing premium space in host department stores. Recent concession re-fits by the Group have demonstrated an average like-for-like linear sales density improvement of 18 per cent. The payback period on the investment in re-fitting the Group's operating concessions is expected by the Directors to be approximately three years; and · invest in new concessions, at an average cost of GBP10,000 per concession. The Group has identified locations for 150 new concessions, with approximately 50 of these in existing UK host stores, 50 in new UK host stores and 50 in Europe. The Group has also successfully trialled the concession format in UK garden centres and the Directors believe that this format provides an attractive opportunity for new concessions. The payback period on the investment in new concessions is expected by the Directors to be less than 12 months; · approximately GBP2 million will be earmarked for new store openings by the Group. Initial analysis by the Group has identified significant potential for new, profitable stores which match the demographics of the Group's brand portfolio, particularly Kaliko and Minuet Petite. The Directors believe that current market conditions offer the opportunity to secure new leases on attractive terms and intend to adopt a rigorous and disciplined approach to new store openings. The Directors do not intend to open new stores unless the payback period on the capital investment required to open a new store is less than 18 months. Up to 25 new stores are envisaged in the current financial year (subject to completion of the Capital Raising). The Property Portfolio Reorganisation is expected to reduce the Group's onerous lease provision by approximately GBP12 million (assuming successful completion of all elements of the Property Portfolio Reorganisation). The cash cost of the Property Portfolio Reorganisation is approximately GBP10 million and an estimated further GBP2 million of ongoing cash costs will be incurred and utilised against the provision during the 4 month orderly wind-down period following the Property Portfolio Reorganisation during which stores where the lease is being terminated and no re-let will continue to trade. There is not expected to be any impact to the profit and loss account from the onerous leases in the year to 29 January 2011. An ongoing onerous lease provision of approximately GBP6.7 million will be retained following the Property Portfolio Reorganisation in respect of onerous leases not being terminated. The onerous lease provision represents the lowest net avoidable cost of a lease contract and is calculated as the lower of the estimated cost of exiting the lease and the cumulative losses expected to be incurred over the remainder of the lease term, unless it is considered highly unlikely that the lease could be terminated for a one-off payment in which case the provision is based on estimated future losses. In view of the existing onerous lease provisions made by the Group, the Directors do not expect the surrender of the leases funded by the Capital Raising to have a material impact on the future earnings of the Group. As a result of accumulated trading losses to 30 January 2010 the Group does not expect to incur a UK corporation tax charge in the financial year ending 29 January 2011. Strategy Following the Property Portfolio Reorganisation, the Group's strategy is to become an established multi-channel retailer through a combination of increasing its concession outlets in host and new department stores in the UK and Europe, repositioning and expanding its standalone shops, expanding its online sales through its own websites and selected host store websites and further expansion into third party catalogues. As outlined above, a portion of the funds raised pursuant to the Capital Raising will be employed in order to implement this strategy. The capital investment in the Group's systems will create a platform for the future multi-channel growth. Alongside this capital investment, the Group intends to strengthen each of its brands with a programme of market research, promotion and enhanced public relations and to continue to grow the new routes to market it has identified in the last year with further outlets planned in garden centres, and increased sales through catalogues and TV shopping channels. Finally, the Group plans to roll out the new ranges of shoes and accessories introduced during the year to all its stores and most concession outlets. Current trading and prospects On 14 January 2010 Alexon announced its trading update covering the period ended 9 January 2010. The full text of this announcement is set out below: "Since our last trading update, on 21 November 2009, the first three weeks of the period continued on an encouraging upward trend, with like-for-like sales of minus 6.2 per cent. during that period. Since then, like--for-like sales have been significantly impacted by the extreme weather conditions, resulting in overall like--for-like sales for the twenty three weeks to 9 January 2010 showing a decline of 14.3 per cent. on the prior year. We have continued our policy of minimising excess stock ahead of the new season and this, along with increased promotional activity in the host department stores and the recent trading conditions will result in gross margin for the half being 0.8 per cent. points lower than last year. Accordingly, we now expect the results for the financial year ended 30 January 2010 to be slightly below market expectations. Net borrowings remain satisfactorily within the Group's current facilities. Looking forward, the initial reaction to the early phases of spring/summer merchandise has been positive. We have also been encouraged by the very strong performance of our growing e-commerce business over the period through both our own online platforms and through partner websites. We believe the 2010 economic outlook will remain challenging but we are actively pursuing a number of initiatives, including addressing our onerous property leases, in order to accelerate the Group's turnaround plan." Since the start of the new financial year, trading has continued on an encouraging trend, with the rate of like--for-like sales decline reducing to minus 3.7 per cent. for the four weeks to 28 February 2010. Whilst the Group has recently received notice from John Lewis Partnership in respect of the Group's existing 24 concessions with effect from 31 July 2010 (which accounted for 3 per cent. of the Group's revenue for the year ended 30 January 2010), the Group has secured 28 new concessions opportunities with other major and independent department stores since 1 January 2010. Kaliko will continue to trade on the John Lewis Partnership website. Accordingly, the Board's overall expectations for the current financial year remain unchanged. Profit estimate for the financial year ended 30 January 2010 Profit estimate The Group's loss from continuing operations before exceptional items, interest and taxation for the 52 weeks to 30 January 2010 is not expected to be greater than GBP1.0 million. Exceptional costs from continuing operations are not expected to be greater than GBP14.0 million. Gains associated with discontinued operations (after taxation) are expected to be approximately GBP8.0 million. Basis of preparation The Profit Estimate has been based upon the unaudited management accounts of the Group for the 52 weeks to 30 January 2010. The Profit Estimate has been prepared using the accounting policies adopted by the Group in its annual financial statements for the 53 weeks to 31 January 2009. Since the Profit Estimate has not been audited, the actual results reported may be affected by revisions required due to changes in circumstances, the impact of unforeseen events and different judgements made by the Directors at the time of reporting the audited results for the financial year ended 30 January 2010. Dividends and dividend policy In the Group's interim results for the 26 weeks to 1 August 2009, it was announced that the Board had decided not to declare an interim dividend in order to conserve the Group's cash resources. Similarly the Board does not intend to declare a final dividend in respect of the financial year ended 30 January 2010. Following the Capital Raising and Property Portfolio Reorganisation, the Group intends to adopt a dividend policy which will reflect the earnings and cashflow performance of the Group, while maintaining an appropriate level of dividend cover. Subject to the Group delivering a satisfactory performance and the restrictions on the payment of dividends contained within the New Facilities Agreement, the Board will consider the payment of a small dividend in respect of the financial year ending 29 January 2011. Principal terms and conditions of the Capital Raising The Company is proposing to raise gross proceeds of approximately GBP20.3 million (approximately GBP18.5 million net of expenses) by way of the Capital Raising which will consist of: - a Firm Placing of 33,333,333 Firm Placed Shares at 20 pence per Firm Placed Share raising gross proceeds of approximately GBP6.7 million; and - a Placing and Open Offer, pursuant to which Qualifying Shareholders are being invited to acquire, in aggregate, 68,267,652 Open Offer Shares at 20 pence per Open Offer Share, raising gross proceeds of approximately GBP13.7 million. The Capital Raising and the New Bank Facilities are inter-conditional. Principal terms of the Firm Placing The Firm Placing comprises in aggregate the issue of 33,333,333 Firm Placed Shares (representing approximately 73.2 per cent. of Alexon's existing Ordinary Share capital) to Firm Placees and will therefore raise gross proceeds of approximately GBP6.7 million. Firm Placees will subscribe for the Firm Placed Shares at the Issue Price of 20 pence per Firm Placed Share. The Issue Price represents a 40.7 per cent. discount to the Closing Price of 33.75 pence per existing Ordinary Share on 4 March 2010 (being the last business day prior to the announcement of the Capital Raising). The Firm Placees will not be able to participate in the Open Offer in respect of their Firm Placed Shares. The Firm Placing is conditional upon, amongst other things, the passing of the Resolutions. The Firm Placing has been fully underwritten by Investec, on, and subject, to the terms of the Placing Agreement. Investec has agreed under the Placing Agreement to procure, as agent for the Company, acquirers for the Firm Placed Shares or, failing that, to acquire such Firm Placed Shares itself. The Firm Placed Shares will, when issued and fully paid, rank equally in all respects with the existing Ordinary Shares, including the right to receive all dividends or distributions made, paid or declared after the date of this announcement and will be free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party rights or interests. The effect of the Firm Placing will be to reduce the proportionate ownership and voting interests in the Ordinary Shares of holders of existing Ordinary Shares by 42.7 per cent., ignoring shares currently held in treasury. Principal terms of the Placing and Open Offer The Company is proposing to issue 68,267,652 Open Offer Shares pursuant to the Placing and Open Offer (representing approximately 150 per cent. of Alexon's existing Ordinary Share capital) and will thereby raise gross proceeds of approximately GBP13.7 million. The Issue Price of 20 pence per Open Offer Share represents a 40.7 per cent. discount to the Closing Price of 33.75 pence per existing Ordinary Share on 4 March 2010 (being the last business day prior to announcement of the Capital Raising). Qualifying Shareholders (other than, subject to certain exceptions, Restricted Shareholders) are being given the opportunity to apply for the Open Offer Shares at the Issue Price, pro rata to their holdings of existing Ordinary Shares on the Record Date, on the basis of 3 Open Offer Shares for every 2 existing Ordinary Shares. Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and fractional entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares, aggregated and placed ultimately for the benefit of the Company. The Open Offer Shares will, when issued and fully paid, rank equally in all respects with the existing Ordinary Shares, including the right to receive all dividends or distributions made, paid or declared after the date of this announcement and will be free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other third party interests. No temporary documents of title will be issued. The commitments of the Placees are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Qualifying Shareholders who do not take up their entitlements to Open Offer Shares will have their proportionate shareholdings in Alexon diluted by approximately 69.5 per cent. (ignoring shares currently held in treasury). Those Qualifying Shareholders who take up their rights under the Open Offer in full will, subject to fractions, have had their proportionate shareholdings in Alexon diluted by approximately 22.8 per cent., assuming no participation in the Firm Placing and ignoring share currently held in treasury. The Firm Placing and the Placing and Open Offer is conditional, inter alia, upon the following: (a) the passing of the Resolutions; (b) the New Bank Facilities having become unconditional (save for the condition relating to the Capital Raising); (c) Admission taking place by not later than 8.00 a.m. on 24 March 2010 (or such later time and/or date as the Company and Investec may agree, being not later than 30 April 2010); and (d) the Placing Agreement having become unconditional in all respects (save for the condition relating to Admission) and not having been terminated prior to Admission in accordance with its terms. Given that the Issue Price represents a discount of more than 10 per cent. to the Closing Price of 33.75 pence per existing Ordinary Share on 4 March 2010 (being the last business day prior to this announcement), the Company is required, under the Listing Rules, to seek approval of its Shareholders for the issue of the New Ordinary Shares at that discount. Accordingly, the Extraordinary General Meeting will consider, amongst other things, the approval of the amount of the discount. The Firm Placing, the Placing and Open Offer and the New Bank Facilities are inter-conditional. The Capital Raising has been fully underwritten by Investec, on, and subject to, the terms of the Placing Agreement. Structure of the Capital Raising The Capital Raising has been structured in a way that creates a merger reserve approximately equal to the net proceeds of the Firm Placing and the Placing and Open Offer less the par value of the New Ordinary Shares issued by the Company, instead of share premium on the issue of the Company's New Ordinary Shares. The Company and Newco Subscriber have agreed to subscribe for ordinary shares in Newco. Equiniti will receive, into an account set up specifically for the purpose, proceeds from the Capital Raising, as agent for and on behalf of Newco Subscriber. Provided certain conditions are met, Newco Subscriber will use the proceeds to subscribe for redeemable preference shares in Newco. The Company will issue and allot the New Ordinary Shares to those persons entitled thereto in consideration for Newco Subscriber transferring its holdings of ordinary shares and redeemable preference shares in Newco to the Company. Accordingly, instead of receiving cash as consideration for the issue of the New Ordinary Shares, at the conclusion of the Capital Raising, the Company will own the entire issued share capital of Newco whose only asset will be its cash reserves, which will represent an amount equivalent to the net proceeds of the Capital Raising. The Company will be able to utilise this amount by Newco redeeming the redeemable preference shares that the Company will hold in Newco, or by procuring that Newco loans or dividends this amount to the Company. To the extent that the merger reserve is considered to be a realised profit it will be a distributable reserve facilitating the payment of dividends and any potential return of capital to Shareholders. This chain of events is governed by the Subscription and Transfer Deed. The Company may elect to implement the Firm Placing and/or the Placing and Open Offer without using the structure described above if it deems it to be in the Company's interest to do so. In structuring the Placing and Open Offer and Firm Placing, the Directors have considered how to form the proposed equity fundraising, having regard to the current market conditions, the level of the Company's share price and the importance of pre-emption rights to Shareholders. After considering all these factors, the Directors have concluded that the Placing and Open Offer and Firm Placing are, together, the most suitable option available to the Company and its Shareholders. The Open Offer provides an opportunity for all Qualifying Shareholders (other than, subject to certain exceptions, Restricted Shareholders) to participate in the fundraising by subscribing for Open Offer Shares and the Firm Placing is an opportunity to attract new investors and additional investment to the Company. Admission of the New Ordinary Shares Applications will be made to the UK Listing Authority and to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange. It is expected that Admission will take place, and dealings for normal settlement in the New Ordinary Shares will commence on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 24 March 2010. The New Ordinary Shares (which will rank pari passu in all respects with existing Ordinary Shares) will be capable of being held in certificated or uncertificated form. Any New Ordinary Shares to be issued in certificated form will be represented by definitive share certificates, which are expected to be despatched by 30 March 2010 to the persons entitled thereto to that person's registered address. Extraordinary General Meeting The Capital Raising is subject to a number of conditions, including passing of the Resolutions at the Extraordinary General Meeting. The Extraordinary General Meeting will be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP, at 11.00 a.m. on 23 March 2010. The Extraordinary General Meeting is being convened for the purposes of considering and, if thought fit, passing the Resolutions which are required to implement the Capital Raising. Set out below is a summary of the resolutions to be proposed at the Extraordinary General Meeting: (a) the first Resolution to be proposed at the Extraordinary General Meeting, which is an ordinary resolution, will grant the Directors authority to: (i) allot the Firm Placed Shares and the Open Offer Shares in connection with the Capital Raising and (ii) grant the Warrants: up to an aggregate nominal amount of GBP12,884,829,875 (representing, in aggregate, assuming full exercise of the Warrant, approximately 29.8 per cent. of the existing issued share capital of the Company excluding treasury shares). This authority will expire on 30 April 2010. This Resolution is necessary under section 551 of the 2006 Act in order for the Directors to be able to allot the Firm Placed Shares and the Open Offer Shares and grant the Warrants. The Directors at present intend to allot 33,333,333 Firm Placed Shares in connection with the Firm Placing and 68,267,652 Open Offer Shares in connection with the Placing and Open Offer and to grant the Warrants (the grant of the Warrants being a condition precedent to draw down under the New Bank Facilities); and (b) if the first Resolution is passed, the second Resolution to be proposed at the Extraordinary General Meeting, which is a special resolution, will empower the Directors to pursuant to section 571 of the 2006 Act, allot the Firm Placed Shares and Open Offer Shares in connection with the Capital Raising and the Warrants, as if the statutory pre-emption rights in section 561(1) of the 2006 Act did not apply to such allotment/grant. This power will expire on 30 April 2010. This Resolution is being sought, under section 571 of the 2006 Act in order for the Directors to be able to allot the Firm Placing Shares and the Open Offer Shares other than strictly pro rata to existing Shareholders and to grant the Warrants (the grant of the Warrants being a condition precedent to draw down under the New Bank Facilities); and (c) the third Resolution is required under the Listing Rules to approve the Issue Price of 20 pence per New Ordinary Share, representing a discount of more than 10 per cent. to the middle market price of the existing Ordinary Shares at the time of announcement of the Capital Raising; and (d) the fourth Resolution to be proposed at the Extraordinary General Meeting which is an ordinary resolution, will amend the Articles of Association of the Company by deleting paragraph 5 of the Company's Memorandum of Association which, by virtue of section 28 of the 2006 Act is to be treated as a provision of the Company's Articles of Association to enable the Company to benefit from the abolition of authorised share capital under the 2006 Act and enable it to issue the New Ordinary Shares and the Ordinary Shares the subject of the Warrants. The Board and Directors' current and intended shareholdings Following the completion of the Capital Raising, it is intended to strengthen the Board promptly with the appointment of an additional Non-executive Director. Bandera, one of the Group's existing shareholders, has indicated that it wishes to put forward a candidate for this appointment. The Board has agreed to consider Bandera's candidate(s) as part of the appointment process and to consult with the Company's shareholders. The Directors do not currently hold any Ordinary Shares. Following the announcement of the Group's results for the year ended 30 January 2010 which is expected to be made in April 2010 and which will bring to an end a close period under the Model Code, Richard Handover, Jane McNally and John Boyle intend to invest approximately GBP20,000 each in acquiring Ordinary Shares in the market. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Each of the times and dates in the table below is indicative only and may be subject to change. All times are with reference to London GMT, unless otherwise stated. +-----------------------------------------------+----------------------+ | | | +-----------------------------------------------+----------------------+ | | 2010 | +-----------------------------------------------+----------------------+ | | 5.00 p.m. on 2 March | | Record Date for entitlements under the Open | | | Offer | | +-----------------------------------------------+----------------------+ | | 5 March | | Announcement of the Capital Raising and | | | publication of the Prospectus | | +-----------------------------------------------+----------------------+ | | 5 March | | Despatch of Prospectus, Forms of Proxy and, | | | to certain Qualifying Non-CREST Shareholders | | | only, the Application Forms | | +-----------------------------------------------+----------------------+ | | 8.00 a.m. on 8 March | | Ex-entitlement date for the Open Offer | | +-----------------------------------------------+----------------------+ | | | | Open Offer Entitlements credited to stock | As soon as possible | | accounts of certain Qualifying CREST | after 8.00 a.m. on 8 | | Shareholders in CREST | March | +-----------------------------------------------+----------------------+ | | 4.30 p.m. on 16 | | Recommended last time and date for | March | | withdrawing Open Offer Entitlements from | | | CREST | | +-----------------------------------------------+----------------------+ | | 3.00 p.m. on 17 | | Latest time and date for depositing Open | March | | Offer Entitlements into CREST | | +-----------------------------------------------+----------------------+ | | 3.00 p.m. on 18 | | Latest time and date for splitting | March | | Application Forms (to satisfy bona fide | | | market claims only) | | +-----------------------------------------------+----------------------+ | | 11.00 a.m. on 21 | | Expected latest time and date for receipt of | March | | Forms of Proxy and receipt of electronic | | | proxy appointments via the CREST system | | +-----------------------------------------------+----------------------+ | | 11.00 a.m. on 22 | | Latest time and date for receipt of completed | March | | Application Forms and payment in full under | | | the Open Offer and settlement of relevant | | | CREST instructions (as appropriate) | | +-----------------------------------------------+----------------------+ | | 11.00 a.m. on 23 | | Extraordinary General Meeting | March | +-----------------------------------------------+----------------------+ | | 23 March | | Expected date of announcement of results of | | | the Extraordinary General Meeting and the | | | Capital Raising through a Regulatory | | | Information Service | | +-----------------------------------------------+----------------------+ | | 8.00 a.m. on 24 | | Expected date of Admission and commencement | March | | of dealings in New Ordinary Shares on the | | | London Stock Exchange and New Ordinary Shares | | | credited to CREST stock accounts | | | (uncertificated holders only) | | +-----------------------------------------------+----------------------+ | | By no later than 30 | | Expected date of despatch of definitive share | March | | certificates for New Ordinary Shares (to | | | Qualifying non-CREST Shareholders only) | | +-----------------------------------------------+----------------------+ | | | +-----------------------------------------------+----------------------+ DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: +------------------------+--------------------------------------------+ | "1985 Act" | the Companies Act 1985, as amended; | +------------------------+--------------------------------------------+ | "2006 Act" | the Companies Act 2006, as amended; | +------------------------+--------------------------------------------+ | "Admission" | the admission of the New Ordinary Shares | | | to the Official List becoming effective in | | | accordance with the Listing Rules and the | | | admission of such shares to trading on the | | | London Stock Exchange's main market for | | | listed securities becoming effective in | | | accordance with the Admission and | | | Disclosure Standards; | +------------------------+--------------------------------------------+ | "Admission and | the Admission and Disclosure Standards of | | Disclosure Standards" | the London Stock Exchange containing, | | | among other things, the admission | | | requirements to be observed by companies | | | seeking admission to trading on the London | | | Stock Exchange's main market for listed | | | securities; | +------------------------+--------------------------------------------+ | "Application Form" | the application form on which Qualifying | | | Non-CREST Shareholders (other than | | | Qualifying Non-CREST Shareholders with, | | | subject to certain exceptions, a | | | registered address in the United States or | | | any other Excluded Territories) who are | | | registered on the register of members of | | | the Company at the Record Date may apply | | | for Shares under the Open Offer; | +------------------------+--------------------------------------------+ | "Articles of | the articles of association of the Company | | Association" or | | | "Articles" | | +------------------------+--------------------------------------------+ | "Bandera" | Bandera Partners LLC | +------------------------+--------------------------------------------+ | "Board" | the board of directors of the Company; | +------------------------+--------------------------------------------+ | "business day" | any day (excluding Saturdays and Sundays | | | or public holidays in England and Wales) | | | on which banks are generally open in | | | London for the transaction of normal | | | banking business; | +------------------------+--------------------------------------------+ | "Capital Raising" | the Firm Placing and the Placing and Open | | | Offer; | +------------------------+--------------------------------------------+ | "Closing Price" | 33.75 pence, being the closing mid-market | | | price of an existing Ordinary Share on 4 | | | March 2010; | +------------------------+--------------------------------------------+ | "Companies Act" | means together, the 1985 Act and the 2006 | | | Act or either of them as the context so | | | requires; | +------------------------+--------------------------------------------+ | "Company" or "Alexon" | Alexon Group plc; | +------------------------+--------------------------------------------+ | "CREST" | the relevant system, as defined in the | | | CREST Regulations, for paperless | | | settlement of share transfers and the | | | holding of shares in uncertificated form | | | (in respect of which Euroclear UK is the | | | operator as defined in the CREST | | | Regulations); | +------------------------+--------------------------------------------+ | "CREST Regulations" or | the Uncertificated Securities Regulations | | "Regulations" | 2001 (SI 2001 No. 01/378), as amended; | +------------------------+--------------------------------------------+ | "Directors" | the current directors of the Company | +------------------------+--------------------------------------------+ | "EBITDA" | earnings before interest, taxes, | | | depreciation and amortisation (may be | | | defined differently in the documents | | | incorporated by reference); | +------------------------+--------------------------------------------+ | "EBITDAR" | earnings before interest, taxes, | | | depreciation, amortisation and rent (may | | | be defined differently in the documents | | | incorporated by reference); | +------------------------+--------------------------------------------+ | "Excluded Territories" | the United States, Canada, Japan, | | and each an "Excluded | Australia and the Republic of South Africa | | Territory" | and any other jurisdiction where the | | | extension or availability of the Firm | | | Placing and the Placing and Open Offer | | | (and any other transaction contemplated | | | thereby) would breach any applicable law | | | or regulation; | +------------------------+--------------------------------------------+ | "Existing Bank | the existing overdraft facilities provided | | Facilities" | to the Group by the Lender | +------------------------+--------------------------------------------+ | "existing Ordinary | the fully paid Ordinary Shares in issue | | Shares" | prior to the Capital Raising; | +------------------------+--------------------------------------------+ | "Ex-Entitlements Date" | the date of which the New Ordinary Shares | | | are expected to commence trading | | | ex-entitlements, being 8 March 2010; | +------------------------+--------------------------------------------+ | "Extraordinary General | the extraordinary general meeting of | | Meeting" | Alexon to be held on 23 March 2010 at | | | 11.00 a.m. at the offices of Investec Bank | | | plc, 2 Gresham Street, London EC2V 7QB | +------------------------+--------------------------------------------+ | "Firm Placed Shares" | the new Ordinary Shares to be issued by | | | the Company pursuant to the Firm Placing; | +------------------------+--------------------------------------------+ | "Firm Placees" | those persons who have agreed to subscribe | | | for the Firm Placed Shares; | +------------------------+--------------------------------------------+ | "Firm Placing" | the firm placing of the Firm Placed | | | Shares; | +------------------------+--------------------------------------------+ | "FSMA" | the Financial Services and Markets Act | | | 2000, as amended from time to time; | +------------------------+--------------------------------------------+ | "Group" or "Alexon | the Company and each of its subsidiaries | | Group" | and subsidiary undertakings from time to | | | time; | +------------------------+--------------------------------------------+ | "Investec" | Investec Bank plc; | +------------------------+--------------------------------------------+ | "Issue Price" | 20 pence per New Ordinary Share; | +------------------------+--------------------------------------------+ | "Lender" | Barclays Bank plc; | +------------------------+--------------------------------------------+ | "Listing Rules" | the listing rules made by the FSA under | | | Part VI of FSMA (as amended from time to | | | time); | +------------------------+--------------------------------------------+ | "London Stock | London Stock Exchange plc; | | Exchange" | | +------------------------+--------------------------------------------+ | "New Bank Facilities" | the revolving credit facility, term loan | | | facility (the revolving credit facility | | | and the term loan facility together the | | | "New Term and RCF Bank Facilities") and on | | | demand facilities to be provided to the | | | Group by the Lendert; | +------------------------+--------------------------------------------+ | "Newco" | Alexon (Jersey) Limited; | +------------------------+--------------------------------------------+ | "Newco Subscriber" | Investec in its capacity as subscriber of | | | certain redeemable preference shares and | | | certain ordinary shares in Newco; | +------------------------+--------------------------------------------+ | "New Ordinary | Open Offer Shares and Firm Placed Shares, | | Share(s)" | or any of them as the context may require; | +------------------------+--------------------------------------------+ | "Non-CREST | a Shareholder who does not hold his | | Shareholder" | Ordinary Shares in CREST; | +------------------------+--------------------------------------------+ | "Notice of the | the notice of the Extraordinary General | | Extraordinary General | Meeting; | | Meeting" | | +------------------------+--------------------------------------------+ | "Official List" | the Official List of the UK Listing | | | Authority; | +------------------------+--------------------------------------------+ | "Open Offer" | the invitation by the Company to | | | Qualifying Shareholders to apply for Open | | | Offer Shares | +------------------------+--------------------------------------------+ | "Open Offer | the entitlement of a Qualifying | | Entitlement" | Shareholder to apply for 3 Open Offer | | | Shares for every 2 existing Ordinary | | | Shares held on the Record Date; | +------------------------+--------------------------------------------+ | "Open Offer Shares" | the 68,267,652 new Ordinary Shares to be | | | issued by the Company pursuant to the | | | Placing and Open Offer; | +------------------------+--------------------------------------------+ | "Ordinary Shares" | ordinary shares of 12.5 pence each in the | | | capital of the Company (including, where | | | the context requires, Firm Placed Shares | | | and/or the Open Offer Shares); | +------------------------+--------------------------------------------+ | "Placees" | the persons with whom a conditional | | | placing of Open Offer shares (subject, | | | where applicable, to the entitlements of | | | Qualifying Shareholders under the Open | | | Offer) has been or will be made pursuant | | | to the Placing and Open Offer; | +------------------------+--------------------------------------------+ | "Placing" | the conditional placing of the Open Offer | | | Shares with the Placees at the Issue Price | | | subject to clawback in respect of valid | | | applications made by Qualifying | | | Shareholders under the Open Offer; | +------------------------+--------------------------------------------+ | "Placing Agreement" | the placing and underwriting agreement | | | between (1) the Company and (2) Investec | | | dated 5 March 2010 relating, inter alia, | | | to the Capital Raising; | +------------------------+--------------------------------------------+ | "Prioritised Leases" | means leases held by or guaranteed by the | | | Group which the Directors have prioritised | | | for action on account of their | | | unfavourable commercial terms and/or | | | inappropriate locations; | +------------------------+--------------------------------------------+ | "Property Portfolio | means the changes or proposed changes to | | Reorganisation" | the Group's property portfolio comprising | | | (i) eight leases which have already been | | | exited; (ii) 26 leases for which Options | | | to Terminate have been entered into; (iii) | | | one lease which has been assigned (subject | | | to landlord consent); (iv) seven leases | | | for which agreement has been reached in | | | principle to terminate or assign such | | | leases; (v) one lease which will expire in | | | September 2010; (vi) six leases which the | | | Group expects to renegotiate and/or | | | rebrand; and (vii) two leases which are | | | being actively marketed by the Group with | | | a view to securing assignments to third | | | parties; | +------------------------+--------------------------------------------+ | "Prospectus" | the document dated 5 March 2010 comprising | | | a circular and a prospectus relating to | | | the Company for the purpose of the Capital | | | Raising (together with any supplements or | | | amendments thereto); | +------------------------+--------------------------------------------+ | "Qualifying CREST | Qualifying Shareholders holding Ordinary | | Shareholders" | Shares on the Record Date in | | | uncertificated form; | +------------------------+--------------------------------------------+ | "Qualifying Non-CREST | Qualifying Shareholders holding Ordinary | | Shareholders" | Shares on the Record Date in certificated | | | form; | +------------------------+--------------------------------------------+ | "Qualifying | holders of Ordinary Shares on the register | | Shareholders" | of members of the Company at the Record | | | Date; | +------------------------+--------------------------------------------+ | "Receiving Agent" | Equiniti Limited; | +------------------------+--------------------------------------------+ | "Record Date" | close of business on 2 March 2010; | +------------------------+--------------------------------------------+ | "Registrar" | Equiniti Limited; | +------------------------+--------------------------------------------+ | "Regulations" | means the Uncertificated Securities | | | Regulations 2001; | +------------------------+--------------------------------------------+ | "Regulatory | one of the regulatory information services | | Information Service" | authorised by the UK Listing Authority to | | | receive, process and disseminate | | | regulatory information in respect of | | | listed companies; | +------------------------+--------------------------------------------+ | "Resolutions" | all of the resolutions to be proposed at | | | the Extraordinary General Meeting; | +------------------------+--------------------------------------------+ | "Restricted | Qualifying Shareholders having registered | | Shareholders" | addresses in, or resident or located in, | | | any of the Excluded Territories; | +------------------------+--------------------------------------------+ | "Shareholders" or | holders of Ordinary Shares; | | "Members" | | +------------------------+--------------------------------------------+ | "sterling" or "pound" | the lawful currency of the UK; | | or "GBP" or "pence" | | +------------------------+--------------------------------------------+ | "stock account" | an account within a member account in | | | CREST to which a holding of a particular | | | share or other security in CREST is | | | credited; | +------------------------+--------------------------------------------+ | "Subscription and | the subscription and transfer deed; | | Transfer Deed" | | +------------------------+--------------------------------------------+ | "subsidiary" | a subsidiary, as that term is defined in | | | section 1159 of the 2006 Act; | +------------------------+--------------------------------------------+ | "subsidiary | a subsidiary undertaking, as that term is | | undertaking" | defined in section 1162 of the 2006 Act; | +------------------------+--------------------------------------------+ | "UK Listing Authority" | the FSA in its capacity as the competent | | | authority for the purposes of Part VI of | | | FSMA and in the exercise of its functions | | | in respect of the Admission to the | | | Official List otherwise than in accordance | | | with Part VI of FSMA; | +------------------------+--------------------------------------------+ | "uncertificated" or | recorded on the relevant register of the | | "in uncertificated | share or security concerned as being held | | form" | in uncertificated form in CREST and title | | | to which, by virtue of the CREST | | | Regulations, may be transferred by means | | | of CREST; | +------------------------+--------------------------------------------+ | "Underwriter" | Investec; | +------------------------+--------------------------------------------+ | "United Kingdom" or | the United Kingdom of Great Britain and | | "UK" | Northern Ireland; | +------------------------+--------------------------------------------+ | "United States" or | the United States of America, its | | "US" | territories and possessions, any state of | | | the United States of America and the | | | District of Columbia; | +------------------------+--------------------------------------------+ | "US Securities Act" | the United States Securities Act of 1933, | | | as amended; | +------------------------+--------------------------------------------+ | "US Securities and | the US government agency having primary | | Exchange Commission" | responsibility for enforcing the federal | | | securities laws and regulating the | | | securities industry/stock market; | +------------------------+--------------------------------------------+ | "Warrants" | means the rights created by Warrant | | | Instrument entitling the Warrant Holders, | | | upon valid exercise of such rights, to | | | subscribe for 1,477,654 Ordinary Shares on | | | the terms set out in the Warrant | | | Instrument; | +------------------------+--------------------------------------------+ | "Warrant Holders" | means the person or persons who is or are | | | for the time being registered in the | | | register of warrant holders as the holder | | | or joint holders of a Warrant; and | +------------------------+--------------------------------------------+ | "Warrant Instrument" | the warrant instrument to be executed as a | | | deed prior to Admission creating the | | | Warrants | +------------------------+--------------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END IOEUVOURROAORAR
1 Year Alexon Chart |
1 Month Alexon Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions