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Share Name | Share Symbol | Market | Type |
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Premier Diversified Holdings Inc | TSXV:PDH | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.055 | 0.005 | 0.15 | 0 | 01:00:00 |
RNS Number:6344K Parkdean Holidays PLC 01 May 2003 Parkdean Holidays plc Proposed Acquisition of Pactrem Limited for #13.11 million #8.33 million Vendor Placing New #93.75 million Banking Facilities Parkdean Holidays plc is a UK focused holiday park operator of seven parks in South West England, four in Scotland and one in Wales. Today it makes its first acquisition since its flotation on AIM in May 2002 bringing the number of holiday parks owned by the Group to 14. Summary * Agreed to acquire Pactrem Limited, the owner and operator of two holiday parks in Cornwall, which will increase the Parkdean hire fleet by 25 per cent to 1,984 holiday hire units. - White Acres: 140 acre, five star, holiday park near Newquay, with 229 caravans and 42 lodges for holiday hire, together with 60 touring pitches. - Sea Acres : 20 acre, four star holiday park overlooking Kennack Sands on the Lizard Peninsula with 132 static caravan holiday homes for hire. * Total consideration #13.1 million, satisfied by: - #1.78 million in cash - issue of 7,000,000 New Ordinary Shares placed by Charles Stanley at 119p with new and existing institutional investors on behalf of the Vendors - #3 million of deferred consideration payable on 30 July 2004 * Additional placing of 1,800,000 shares by Charles Stanley on behalf of Bridge Street Pension Scheme also at 119p with institutional investors * Increase of existing bank facilities to #93.75 million and extension to October 2012 * Undrawn facility of #32.9 million available for further acquisitions * Current Trading: like for like advance holiday hire bookings up 7.3%, providing a strong base for 2003 Graham Wilson, Chairman of Parkdean commented on the Acquisition: "These two parks are highly complementary to those we already run in the South West of England. They are high quality parks benefiting from recent substantial investment. Further advantages will be gained from inclusion in our brochure and the economies of scale that we can bring. John Waterworth, Managing Director of Parkdean commented on current trading: "Holiday hire bookings for 2003 are 7.3% ahead of last year and we continue to focus on direct sales and reducing reliance on third party agents. We have had a good start to early trading and are optimistic for the remainder of the year." 1 May 2003 ENQUIRIES: Parkdean Holidays plc Tel: 0191 275 5200 Graham Wilson, Chairman John Waterworth, Managing Director Michael Norden, Financial Director Charles Stanley & Co Limited Nominated Adviser & Broker Philip Davies/Rick Thompson Tel: 020 7953 2457 College Hill Tel: 020 7457 2020 Matthew Smallwood Parkdean Holidays plc Proposed Acquisition of Pactrem Limited for #13.11 million #8.33 million Vendor Placing New #93.75 million Banking Facilities Parkdean Holidays plc ("Parkdean" or the "Company" or the "Group"), the Newcastle upon Tyne based UK holiday park operator, today announces that it has conditionally agreed to acquire Pactrem Limited ("Pactrem"), an owner of two caravan holiday parks in Cornwall, for a total consideration of #13.11million (the "Acquisition"). The Board believe that the Acquisition is an excellent portfolio fit with Parkdean's existing seven parks in the southwest of England and brings the total number of holiday parks owned by the Group to 14. The consideration is to be satisfied by a payment in cash of #1.78million and by the issue of 7,000,000 new ordinary shares of 20p each of the Company ("New Ordinary Shares"). Charles Stanley has placed all of these New Ordinary Shares firm at 119p with new and existing institutional investors on behalf of the Pactrem vendors to raise #8.33 million. A deferred payment of #3 million is also payable on 30 July 2004 and is bank guaranteed. Charles Stanley has also placed a further 1,800,000 ordinary shares on behalf of Bridge Street Pension Scheme, representing 5.55 per cent. of the current issued share capital, with institutional investors at a price of 119p. Following this, Bridge Street Pension Scheme no longer has a notifiable interest in the Company. Information on Pactrem Pactrem owns and operates two separate holiday parks in Cornwall, England. The parks are holiday hire focused and benefit from complementary income streams from retail outlets. There are no private caravan owners at either of the parks. Both parks have benefited from substantial capital investment in the last four years. This has focused mainly upon the expansion of the White Acres Park at Newquay, with some #2 million invested last winter prior to this holiday season funding additional facilities, pitches, caravan hire fleet and lodges. White Acres White Acres is a 140 acre five star holiday park near Newquay with 331 pitches, all for holiday hire. The hire fleet comprises 42 timber lodges and 229 static caravans, plus 60 pitches for touring caravans. The park has a comprehensive range of facilities including 15 coarse fishing lakes. The facilities at the park include: * 15 coarse fishing lakes; * Indoor heated swimming pool; * Entertainment venue with two bars & restaurant * Amusement arcade * Tenpin bowling * Takeaway * Fisherman's cafe * Fishing tackle shop * Shop * Creche All of the lodges are less than four years old and the 2002/03 capital expenditure programme included 10 additional new lodges, 35 additional caravan hire fleet, a new cafe and extended facilities providing four lanes of tenpin bowling. Parkdean plan to add 8 lodges and 21 caravans to the hire fleet for the 2004 season. Pactrem has exchanged contracts for approximately 27 acres of additional land adjoining the White Acres site and completion is expected in late May. The contract is included as part of the Acquisition. The Directors believe that this land could be developed for recreational facilities, complimenting the fishing facilities at the park, subject to planning. White Acres uses it's coarse fishing lakes for competitions throughout the season, attracting guests seeking a specialist holiday or short break, as well as providing accommodation and facilities for families seeking a more traditional holiday park product. Sea Acres Sea Acres is a cliff top 20 acre, four star holiday park with 132 static caravan holiday homes for hire overlooking Kennack Sands on the Lizard Peninsula. The facilities at the park include: * Heated indoor swimming pool * Licensed entertainment venue * Restaurant & takeaway * Creche * Shop * Diving centre (PADI registered) * Pitch and putt golf course * Amusement arcade Sea Acres attracts guests for its magnificent positioning overlooking the beach and for the diving facilities available. Financial Information on Pactrem Limited During the year ended 31 October 2002, Pactrem reported turnover of #5.6 million (2001: #4.8 million), made an operating profit of #1.5million (2001: #1.1 million) and profit after tax of #0.9 million (2001: #0.5 million) on net assets of #2.9 million (2001: #2.0 million). At 31 October 2002, Pactrem had total fixed assets of #9.4 million (2001: #8.6 million). Pactrem is budgeted to make operating profit of #2.2million for the year ending 31 October 2003. Pactrem, as with Parkdean and other holiday park operators, produces an operating loss during the November to March period and is highly profitable during the remainder of the year. The Directors believe that Pactrem will contribute at least #2.75million of operating profit to the Group in the part year from 3 May 2003 to 31 October 2003. Operating profit in the first full year of ownership ending 31 October 2004 is expected to be a similar amount, with economies of scale, an extended season at White Acres and income from the additional 29 hire fleet units compensating for winter losses at the park. Pactrem has hire purchase liabilities estimated at #2.6million at 2 May 2003 that will remain after completion. This balance comprises several separate arrangements repayable between 2003 and 2011. The vast majority of these liabilities are to be repaid within the next four years, with only around #0.3million scheduled to be outstanding by 31 October 2007. Pactrem has other loans outstanding at completion estimated at #2.4million. These liabilities will be repaid on completion of the Acquisition, funded from the term debt drawn by the Group from its revised banking facilities (detailed below) of #10.6million. Pactrem also has in the region of #0.5million of deferred capital expenditure relating to the purchase of caravan hire fleet that will be paid shortly after completion. At completion Pactrem will have a bank overdraft of around #1.6million that will be funded from Parkdean's revolving credit facility. Pactrem will also have additional net current liabilities of around #1.1million on completion that reflects the seasonality of the business. Property Valuation King Sturge, Chartered Surveyors, has carried out a valuation of the Group's existing 12 parks and White Acres and Sea Acres as at 27 March 2003. This states that on an open market, existing use basis, the 14 parks have an aggregate value of #90.7 million. The Group's existing 12 parks have been valued at #75.0million, compared to #67.1million at 22 February 2002. Background to and Reasons for the Acquisition At the time of the Company's flotation in May 2002, the Directors stated that their intention was to expand by acquisition and that there were significant opportunities given the highly fragmented nature of the caravan and holiday parks industry in the United Kingdom. The Directors identified Pactrem as a suitable acquisition opportunity given the excellent portfolio fit with the Group's existing operations. Following the Acquisition six of the Group's 14 holiday parks will be located in Cornwall and this will consolidate Parkdean's position as a leading operator in the region. Cornwall is a traditionally strong trading area for the tourist industry and the county's tourist appeal has been recently and quite dramatically enhanced by the introduction of new tourists attractions including the Eden Project at St. Austell, the Tate in St. Ives and the National Maritime Museum in Falmouth. The Directors consider that Pactrem represents an excellent first acquisition for the Group since flotation in May 2002 and believe that there is considerable potential to build on the historic performance of the business. In particular, there are unused planning consents at White Acres that could allow further expansion by adding up to a further 85 holiday units. The Directors also believe that there is scope to extend the season at White Acres by offering the 42 lodges for a longer season than that currently operated (March - October). Pactrem manages all of its booking operations and administration via an office based at White Acres. It is Parkdean's intention to consolidate some of these processes within their central office in Newcastle, although the specialist nature of the fishing holidays will require input from White Acres. Parkdean produce a central brochure for all of its current parks that is mailed to its extensive database every autumn. White Acres and Sea Acres will both be featured within the Parkdean brochure for 2004 producing savings on brochure production and postage. Parkdean promote each of its parks as individual locations, rather than branded products, using both traditional media and the internet and will continue to promote the new locations in this way. Parkdean has national group purchasing arrangements in place and both White Acres and Sea Acres will therefore benefit from economies of scale. These arrangements focus in particular around bar and catering suppliers and the purchase of caravan holiday homes. The addition of these two parks will increase the Parkdean hire fleet by 25 per cent to a total of 1,984 holiday hire units. The directors believe that the 179 lodges, apartments and chalets within this total will achieve a longer operating season than the caravan hire fleet. Details of the Agreement The Company will pay an initial consideration for Pactrem on completion of the Acquisition of #10.11million, to be satisfied by a payment in cash of #1.78million and by the issue of 7,000,000 New Ordinary Shares of 20p each of the Company on completion. Charles Stanley has placed all of these New Ordinary Shares firm at 119p with new and existing institutional investors on behalf of the Pactrem vendors to raise #8.33 million. Deferred consideration of #3 million will be payable in cash on 30 July 2004 and has been guaranteed by NM Rothschild & Sons Limited. The consideration is subject to a net asset test at completion, with a #1 for #1 adjustment for any difference between the draft balance sheet position and the agreed final position. Under the agreement the principal vendors of Pactrem have given certain warranties and indemnities in relation to Pactrem and its business (including a covenant in relation to taxation). Conditions of the Agreement and Admission The Acquisition is subject, inter alia, to the admission of the New Ordinary Shares to AIM. All the New Ordinary Shares issued in connection with the Acquisition will rank pari passu with the existing issued ordinary shares of the Company and application has today been made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that admission of the New Ordinary Shares will occur, and that dealings in the New Ordinary Shares will commence, on 2 May 2003. Following this Parkdean will have 39,433,260 ordinary shares of 20p each in issue. Parkdean's Banking Facilities Parkdean also announces that it has today agreed a revision and extension of its existing bank facilities arranged by NM Rothschild & Sons Limited totalling #93.75million. The term of the facility has been extended from October 2007 to October 2012. The facility comprises a #45.6million term loan and guarantee facility, fully amortising over the term of the loan, a revolving credit facility of #15.25million to fund the seasonality of cashflow and ancillary facilities, and a revolving acquisition facility of #32.9million. #35million of the #45.6million term loan and guarantee facility has either a fixed rate of interest or is subject to specific hedging arrangements and Parkdean will put in place hedging on the additional #10.6m that reflects the amortisation of this debt. Gearing for the enlarged group for the year ending 31 October 2003 is expected to be around 119%. The Directors consider that the new banking facilities will help to underpin the Group's strategy, particularly in relation the ability to significant future expansion with future acquisitions. Parkdean current trading The Group's expected losses in the first half of the financial year ending 31 October 2003 are in line with the Board's expectations. The winter capital expenditure programme has been completed on time and within budget. As at 27 April, advance holiday hire bookings of #7.5 million had been made by customers, representing an increase of 7.3 per cent on a like-for-like basis against the previous year. Parkdean continue to focus on direct sales and on reducing reliance on third party agents. Caravan sales are slightly ahead of last year, and income from both caravan owners pitch licence fees and retail areas of the business are in-line with Directors' expectations. The Directors believe this represents a strong base for the key summer trading months and therefore look forward to the future with confidence. The interim results for the period ended 25 April 2003 will be released in late June 2003. This information is provided by RNS The company news service from the London Stock Exchange END ACQUAUSROKRVRAR
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