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Share Name | Share Symbol | Market | Type |
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ASM International NV | TG:AVS | Tradegate | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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9.20 | 1.31% | 711.80 | 710.60 | 712.60 | 714.80 | 699.20 | 704.00 | 354 | 22:50:13 |
RNS Number:7068T Avesco PLC 30 December 2003 Embargoed until 7.00 a.m. 30 December 2003 Avesco plc ("Avesco" or "the Company") Proposed Demerger of the Core Business Avesco, the group engaged in the provision of specialist services to the corporate presentation, entertainment and broadcast markets (the "Core Business ") and which also owns both a 49% interest in Complete Communications Corporation Limited ("Complete") a leading producer of light entertainment shows including "Who Wants To Be A Millionaire?" and a 23.6% interest in Medal Entertainment and Media plc ("Medal") (together the "Media Rights Business"), today announces that it intends to demerge its Core Business, whilst retaining its Media Rights Business. At the time of the Company's announcement in November 2003 that it intended to move to AIM and at the time of its interim results earlier in December 2003, the Board stated that it was conducting a strategic review that may result in the Company demerging its Core Business. This announcement is being made as a result of the outcome of the Board's strategic review. The Board has today posted two documents to Avesco Shareholders relating to the Company's proposed Demerger. Under the terms of the Demerger, further details of which are set out below, the Core Business will be transferred to a new company, New Avesco, whose shares will be admitted to trading on AIM. The documents that have been posted comprise a shareholder circular which details the proposals relating to the Demerger and seeks Avesco Shareholders' approval for the Demerger at an Extraordinary General Meeting which has been convened for 27 January 2004 and an AIM admission document for New Avesco. It is expected that the Demerger will become effective and that New Avesco's shares will be admitted to trading on AIM from 19 February 2004. Summary of the Demerger The Core Business will be transferred to a new entity, New Avesco, which will immediately be renamed "Avesco plc" and application will be made for all New Avesco Shares to be admitted to trading on AIM. To avoid confusion in this announcement and in the documents posted to Avesco Shareholders today, Avesco plc as it exists today prior to the implementation of the Proposals is referred to as "Old Avesco" and the new holding Company for the Core Business that will retain the "Avesco" name after completion of the Demerger is referred to as "New Avesco". Following completion of the Demerger, Old Avesco Shares will continue to trade on AIM and Old Avesco will be renamed InvestinMedia plc and will become the holding company for the Media Rights Business. The Demerger will be effected by the transfer of the Core Business to New Avesco, which will involve a reduction in the capital of Old Avesco. The consideration for this transfer will be satisfied by the issue by New Avesco of New Avesco Shares to Avesco Shareholders. The Resolutions to be proposed at the EGM in connection with the Demerger are complex but, if the Proposals are implemented, this will mean that immediately following the Demerger: For each Old Avesco Share One New Avesco Share held at the Demerger You will subsequently hold and Record Time One InvestinMedia Share Subject to the approval of Avesco Shareholders and of the Court (for the reduction in capital of Old Avesco) and to certain other conditions, the Demerger is expected to become effective on 18 February 2004 and New Avesco Shares are expected to be admitted to trading on AIM on 19 February 2004. Reasons for the Demerger The Board believes that additional shareholder value will be created by enabling investors to hold shares in two separate AIM companies respectively focused on the activities of the Core Business (New Avesco) and the Media Rights Business (InvestinMedia). The growth potential of both businesses will be more transparent to investors as separate AIM companies and the Directors believe that this may lead to a re-rating of each quoted company following completion of the Proposals. Additionally, should equity fund raising be appropriate to finance the organic or acquisitive growth strategies of either company, the Directors believe that this may be more easily achieved if each company is clearly focused on one activity with an appropriate valuation. The Core Business and the Media Rights Business have both contributed to the growth and success of Old Avesco over the past few years. Both businesses have sufficient focus, growth momentum and the management teams to build upon their successful track records and the Board believes that now is the right time to separate these businesses to enhance future potential. Accordingly, the Board recommends the Demerger to enable both businesses to operate as separate groups. New Avesco and InvestinMedia Following completion of the Demerger, New Avesco will own the Core Business of Old Avesco which is engaged in the provision of specialist services to the corporate presentation, entertainment and broadcast markets. Further information on the Core Business and New Avesco's strategy can be found in the New Avesco Admission Document. Following completion of the Demerger, InvestinMedia will be the investment holding company which will own the Media Rights Business of Old Avesco, with a 49 per cent. stake in Complete (owner of Celador Productions and Celador International, leading producers of light entertainment shows, including "Who Wants To Be A Millionaire?", for which it owns the worldwide television format and licensing rights) and a 23.6 per cent. stake in Medal (an AIM quoted media group). Relationship between New Avesco and InvestinMedia following the Demerger Following the Demerger, New Avesco and InvestinMedia will operate as independent separately trading AIM companies. The Core Business will be transferred to New Avesco pursuant to the terms of the Demerger Agreement. Any future trading between New Avesco and InvestinMedia will be on an arm's length basis. There will be certain mutually-beneficial continuing arrangements between New Avesco and InvestinMedia which are described in the summary of the Demerger Agreement set out in the circular being sent to Avesco Shareholders today. The Demerger Agreement provides for a cash amount of approximately #0.5 million to be left within Old Avesco following the Demerger. In addition, declared dividends and other monies totalling approximately #0.85 million are expected to be received from Complete by Avesco and these will also be left in Old Avesco. These funds will be applied to the payment of Old Avesco's interim dividend of 2.0p per Old Avesco share declared on 11 December 2003 and payable on 6 April 2004 (a total payment of approximately #0.3 million) and will also provide the on-going working capital required by InvestinMedia. Richard Murray will be a director of both New Avesco and InvestinMedia following the Demerger. Richard Murray will continue as Chairman of InvestinMedia and will become a non-executive director of New Avesco. Following the Demerger, apart from Richard Murray, New Avesco and InvestinMedia will not have any common directors. Directors of New Avesco and InvestinMedia The directors of the two companies following the Demerger will be as follows: Names Position on Old Avesco Board Proposed position on New Proposed position on Avesco Board InvestinMedia Board Richard Murray Chairman Non-executive Director Executive Chairman David Nicholson Group Chief Executive Group Chief Executive - David Brocksom Finance Director - - Graham Andrews Chief Executive, Chief Executive, - Creative Technology Creative Technology David Crump Business Development Business Development - Director Director Nicholas Conn Company Secretary Company Secretary - Ian Martin Non-executive Director Chairman - Alfred Stirling Non-executive Director - Non-executive Director Cameron Maxwell Non-executive Director - Finance Director Michael Gibbins - Non-executive Director - Kevin Allen - Interim Finance Director - Old Avesco announced on 14 November 2003 that David Brocksom would be leaving the Company to join Pace Micro Technology plc. Although no date of departure has been agreed, David will leave Old Avesco in early 2004. Kevin Allen will act as interim Finance Director of New Avesco pending the appointment of a new full-time Finance Director. The Company will make a further announcement when a precise date for David's departure has been determined. Current trading and prospects New Avesco The Board believes there are signs of the general optimism in the US economy feeding through into New Avesco's businesses there. Underlying demand is still relatively weak in the UK, especially in Creative Technology, while indicative interest for the second half appears to be substantially stronger than the first half in continental Europe. However, as in all New Avesco's businesses, forward visibility on orders remains very limited. In broadcast services the Board expects Presteigne to have a better than anticipated year. Despite the weakness in the European markets in the first half, the Board views the future of the Core Business with confidence. The major US West Coast and UK operations have been restructured to reduce the operating cost bases substantially. The Company continues to invest in its sales teams and to build on what the Board believes is its reputation for excellent service. Next year sees some large outdoor sporting events being held in Europe. The Board is of the view that if there is just a small upturn in New Avesco's international markets a significant improvement can be achieved in its results. InvestinMedia Complete continues to invest in the development of its business and on 1 October 2003 two new subsidiaries commenced trading, one specialising in music and events programming, and the other in the creation and provision of on-air software and computer systems. Following the critical acclaim received for Complete's first film "Dirty Pretty Things", its second film is now in post production and is being co-financed by Complete and DNA Films Limited. Complete has several television programmes commissioned in the UK for 2004 and a number of partnerships established in respect of international representation. In Medal's interim results announced on 9 December 2003, the chairman's statement contained the following: "Marketing plans for the all-important Christmas period have been implemented and sales to retail are increasing. Fountain already has forward bookings for 2004 and continues to be a popular venue for producing major shows. Our stated strategy is to achieve growth both organically and via strategic acquisitions. Our first year of trading has, I believe, confirmed our ability to grow the business organically and we have a strong platform, particularly in the publishing business, from which to build, while at the same time the Board continues to examine a number of potential acquisition opportunities." Dividends The interim dividend of 2.0p per share declared by Old Avesco on 11 December 2003 will be paid on 6 April 2004 to shareholders of InvestinMedia on its register of shareholders on 5 March 2004. The shares of New Avesco will carry no entitlement to receive this dividend. The dividend policies of both New Avesco and InvestinMedia will be reviewed in light of the progress of their respective businesses and the availability of distributable reserves. The directors of both New Avesco and Old Avesco intend to be able to pursue dividend payment policies that reflect both the underlying level and growth in earnings that they are able to achieve taking into account their future working capital requirements and any future acquisitions. Working capital confirmation for InvestinMedia In the opinion of the directors of InvestinMedia, having made due and careful enquiry, the working capital available to InvestinMedia and its subsidiaries will be sufficient for its present requirements, that is for at least twelve months from the date of completion of the Demerger. Expected timetable of principal events A timetable showing the principal events relating to the Demerger is as follows: 2004 Latest time and date for receipt by the Registrar of Forms of Proxy for the 10.00 a.m. on 25 January Extraordinary General Meeting Extraordinary General Meeting 10.00 a.m. on 27 January Last day of trading on AIM for Old Avesco Shares prior to suspension from 17 February trading for Court hearing Demerger Record Time 6.00 p.m. on 17 February Court hearing of petition to confirm the Old Avesco Reduction of Capital 18 February Old Avesco Reduction of Capital occurs and the Demerger is completed 5.30 p.m. on 18 February Dealings in New Avesco Shares commence on AIM 8.00 a.m. on 19 February Dealings in InvestinMedia Shares re-commence on AIM 8.00 a.m. on 19 February Crediting of New Avesco Shares to CREST 8.00 a.m. on 19 February Despatch of share certificates for New Avesco Shares and InvestinMedia Shares by 26 February Copies of the shareholder circular and AIM admission document posted to Avesco Shareholders today will be available to the public free of charge from the registered office of the Company and from the offices of Durlacher, 4 Chiswell Street, London EC1Y 4UP during normal business hours on any week day, Saturdays and public holidays excepted, from the date of this document until the date one month following admission to AIM of New Avesco Shares. End Enquiries: Avesco plc 01293 583400 Richard Murray, Chairman David Nicholson, Group Chief Executive David Brocksom, Group Finance Director Ian Martin, Non-executive Director Durlacher Limited (Nominated Adviser and joint broker to Avesco) 020 7459 3600 Simon Hirst, Head of Corporate Finance Richard Swindells, Director, Corporate Finance Durlacher Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Avesco plc and no-one else in connection with the proposals described in this announcement and will not be responsible to anyone other than Avesco plc for providing the protections afforded to the customers of Durlacher Limited nor for providing advice in relation to the contents of this announcement. Terms used in this announcement have the same meaning as those defined in the shareholder circular being posted to Avesco Shareholders today. This information is provided by RNS The company news service from the London Stock Exchange END MSCDGMZZVLZGFZM
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