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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Ashley (laura) Holdings Plc | LSE:ALY | London | Ordinary Share | GB0000533728 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.35 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:0933K Ashley (Laura) Hldgs PLC 16 April 2003 For publication in the United Kingdom only. Not for release, publication or distribution, directly or indirectly, in any other jurisdiction, including The United States, Australia, Canada, Japan, New Zealand, The Republic of Ireland or South Africa or their respective territories or possessions. Laura Ashley Holdings plc Underwritten Rights Issue of 149,207,073 New Shares at 6 pence per New Share. Laura Ashley ("the Company") today announces its fully underwritten Rights Issue to raise approximately #8.2 million, after expenses; * 149,207,073 new shares are being issued on the basis of one new share for every four Existing Shares held. * The Rights Issue has been fully underwritten, partly by Bonham (an existing significant shareholder owned and controlled by the Company's Chairman) and partly by The Bank of East Asia, Limited ("BEA") a large independent bank in Hong Kong. The proceeds of the Rights Issue will be used to recapitalise a number of the Group's subsidiaries in Continental Europe and thereby to fund the previously announced future closure programme of most of the Group's stores in Continental Europe and to provide additional working capital. * The Directors estimate that for the year ended 25 January 2003, the Group's loss before tax and exceptional items was #4.9 million (#14.1 million after exceptional items). * The Group's like-for-like sales for the eight weeks ended 22 March 2003 were encouraging. Overall like-for-like sales in the UK for the eleven weeks ended 12 April 2003 were down by 1.4% but the corresponding period last year is not directly comparable as a result of the traditionally busy Easter period occurring in the last two weeks of March in 2002 and the timing of various promotions. Ng Kwan Cheong, Chief Executive Officer of Laura Ashley said: "The closure or disposal of our loss - making operations in Continental Europe will enable us to sharpen our focus on our other operations, particularly in the UK. Completion of the Rights Issue allows us to complete the closure programme and provides us with additional working capital". The Nil Paid Rights, Fully Paid Rights and New Shares and the Provisional Allotment Letters have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States. Accordingly, subject to certain exceptions, the New Shares and the Provisional Allotment Letters may not be, directly or indirectly, offered, sold, taken up, delivered, renounced or transferred in or into the United States or any Overseas Territory. This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares or New Shares, in any jurisdiction in which such offers or solicitations are unlawful. This announcement has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Numis Securities Limited, which is authorised by the Financial Services Authority Limited to act for Laura Ashley Holdings plc in connection with the Rights Issue and will not be responsible to anyone other than Laura Ashley Holdings plc for providing the protections afforded to customers of Numis Securities Limited, or for providing advice in relation to the Rights Issue. The Directors of Laura Ashley Holdings plc are the persons responsible for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. This summary should be read in conjunction with the full text of the following announcement which follows. ENQUIRIES: Laura Ashley Holdings plc Tel: 020 7880 5100 David Cook Brunswick Group Limited Tel: 020 7404 5959 Tom Buchanan Numis Securities Limited Tel: 020 7776 1500 Charles Crick For publication in the United Kingdom only. Not for release, publication or distribution, directly or indirectly, in any other jurisdiction, including the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or South Africa or their respective territories or possessions. Please refer to the definitions at the end of this document. LAURA ASHLEY HOLDINGS PLC Rights Issue on a 1 for 4 basis Of 149,207,073 New Shares At 6 pence per New Share Introduction Following the announcement on 23 January 2003, the Board today announces the issue, by way of rights, of 149,207,073 new Ordinary Shares at a price of 6 pence per new Ordinary Share, made on the basis of 1 new Ordinary Share for every 4 Existing Shares held by Qualifying Shareholders on the Record date. Bonham (a significant Shareholder in the Company) has irrevocably undertaken to take up its rights under the Rights Issue and Bonham and BEA have together agreed to underwrite the balance of the Rights Issue. Provisional Allotment Letters for each Qualifying Non-CREST Shareholder will be dispatched on 16 April 2003, detailing the aggregate number of New Shares which such Qualifying Non-CREST Shareholder has been provisionally allotted under the Rights Issue. Qualifying CREST Shareholders (who will not receive a Provisional Allotment Letter) will receive a credit to their appropriate stock accounts in CREST in respect of their Nil Paid Rights on 17 April 2003. Background to and reasons for the Rights Issue In September 2002, the Company reported its interim results for the 26 weeks to 27 July 2002. These showed a Group loss before tax of #0.2 million for the six month period, as against a #2.4 million profit before tax for the corresponding period in 2001. At that time, the Group was expecting a stronger second half performance than that achieved in the second half of the previous financial year. However, following trading below expectations over the Christmas period and, in January 2003, further weakness in Continental Europe and year end adjustments, the Group is now anticipating a substantially lower result. As announced in September 2002, over the first half, total like-for-like retail sales in Continental Europe declined by 10 per cent. The Company undertook a strategic review to determine the best way of addressing the problems in Continental Europe. As part of its review, the Company announced in November 2002 that it was to close 5 stores in France and 6 stores in Germany. In its trading update for the 23 week period ended 4 January 2003, the Company reported that trading at its operations in Continental Europe had worsened and that it had been necessary to discount stocks in those stores which had already been scheduled to close. Total sales in Continental Europe over the period were down by 7 per cent and margins were down significantly. Following a disappointing Christmas trading period, the Company announced on 23 January 2003 that it intended to close a further 35 stores across Continental Europe, including all of the stores in Germany. If these closures are implemented, the Company will have 19 stores in Continental Europe, in the Netherlands, Belgium, Luxembourg, Switzerland, Italy, France and Austria. The Directors estimate that the 46 stores announced as subject to closure made a loss before tax and before exceptional items in the year ended 25 January 2003 of #6.2 million. Of the 46 stores identified for closure, 16 stores have now been closed (including two stores in France) and a further 8 French stores are in the process of being closed. The leases attaching to certain of the French stores have been disposed of for an aggregate consideration of approximately Euro1.5 million (c.#0.9 million). This leaves a further 22 stores to be closed under the proposed closure programme. On the basis of the planned closure programme, the net proceeds of the Rights Issue (approximately #8.2 million) will be used to recapitalise certain of the Group's subsidiaries in Continental Europe in order to reverse net asset deficits arising, inter alia, from provisions relating to the closure programme, thereby enabling the subsidiaries to continue trading. Out of these proceeds, it is expected that approximately #4.9 million will be expended in costs arising from the closures, comprising rent payments (#2.6 million), notice and redundancy payments (#1.7 million) and other costs (#0.6 million). The Directors anticipate that the balance of the net proceeds will be repatriated over time to the United Kingdom and will be available as additional working capital. To the extent that the Rights Issue proceeds are not required in order to facilitate the closure of the remaining identified stores, they will be used to fund the working capital requirements of the Group. Result estimate For the year ended 25 January 2003, the Directors estimate that the Group will report an approximate loss before tax and before exceptional items of #4.9 million and a loss before tax and after exceptional items of #14.1 million. The estimated result before exceptional items is in line with the Company's statement dated 13 March 2003 in which the Company indicated that it expected to make a loss for the full year of #5 million before tax and exceptional items. The exceptional items which total #9.2 million are broadly consistent with the Company's previously published statements of expected charges of #8.7 million resulting from the closure of the 46 stores in Continental Europe referred to above. Disposal proposals Since announcing the closure programme, the Company has received proposals for the disposal of all the 41 remaining stores in Continental Europe. This includes the 19 stores which are not scheduled for closure. These proposals are at an early stage and are subject to a number of detailed terms and conditions. Accordingly, it is not possible to predict now whether any of these proposals will materialise. However, the Board expects that if these disposals proceed, the stores which would remain open would continue to trade under the Laura Ashley franchise. If, instead of the closure programme, the Group proceeds with these disposals, the Directors expect that the cash costs which the Group would otherwise incur under the closure programme would be reduced by approximately #2.5 million. In this event, the Directors consider it likely that the Group would incur additional exceptional provisions of up to #1 million. However, the Directors expect that these additional provisions would be more than offset by premiums which the Group anticipates it would receive on disposal of certain of the Group's premises in Continental Europe. Current trading and Group prospects The current financial year started on 26 January 2003. Movements in like-for-like turnover and margins for the 8 week period from this date to 22 March 2003, as extracted without material adjustment from the Group's accounting records, are set out below: UK Continental Europe TOTAL Fashion Home Total Fashion Home Total Fashion Home Total Sales 6.8% 7.2% 7.1% -10.3% -17.6% -15.3% 4.0% 3.6% 3.7% Margins 0.9% 10.0% 7.4% -38.2% -23.1% -27.2% -4.8% 4.8% 2.1% Despite continuing difficult trading conditions, like-for-like performance, which is measured by, inter alia, reference to orders received, for the 8 weeks ended 22 March 2003 has been promising in the UK. Fashion sales in the UK have been bolstered by a larger order book from the mail order business in addition to stronger underlying sales to customers using the Laura Ashley account card. Home furnishing sales in the UK also started slowly but have strengthened in recent weeks, contributing to increased like-for-like growth in both sales and margins in the 8 week period. Movements in like-for-like turnover and margins for the 11 week period from 26 January 2003 to 12 April 2003 (being the latest practicable date for which figures are available), as extracted without material adjustment from the Group's accounting records, are also set out below. It is to be noted that the figures for this period are not directly comparable with the results of the corresponding period in 2002 because these included trading over the traditionally busy Easter period occurring in the last two weeks of March last year and because of the timing of various promotions. UK Continental Europe TOTAL Fashion Home Total Fashion Home Total Fashion Home Total Sales 4.6% 0.6% 1.8% -18.9% -21.7% -20.7% 0.9% -2.5% -1.4% Margins 2.1% 5.0% 4.1% -40.4% -26.6% -30.8% -4.4% 0.3% -1.2% The Company identified in its announcement dated 23 January 2003 that conditions in Europe had been poor and that as a result a further 35 stores in Continental Europe would be closed. Conditions since this announcement have continued to be difficult and, indeed, the uncertainty surrounding the future of the Group's operations in Continental Europe has further impacted on like-for-like sales and margins in the 11 week period to 12 April 2003. The Directors have also decided to introduce a cost-savings initiative which will be implemented immediately and will include savings in capital expenditure and general overheads. The Company is confident that the closure and/or disposal of the European stores and the cost savings will put the Company in a stronger position going forward as efforts are concentrated on the remaining more profitable operations in the UK and (to the extent remaining) in Continental Europe. Working Capital The Directors are of the opinion that, taking into account the proceeds of the Rights Issue and available bank facilities and shareholder loan facilities (from MUI Asia and Bonham), the working capital available to the Group is sufficient for the Group's present requirements, that is for at least the next 12 months from the date of publication of the prospectus. Without the Rights Issue the Group would have required the continued support of its bankers and further funding to carry on its business as currently conducted Details of the agreements relating to the Rights Issue Bonham and BEA have, between them, agreed to underwrite the proposed Rights Issue (other than in respect of Bonham's own rights which it has agreed to take up in full) and Laura Ashley has entered into separate Underwriting Agreements with Bonham and BEA. The Underwriting Agreements are conditional on the admission of the New Shares to the Official List of the London Stock Exchange becoming effective not later than 9.00 am on 17 April 2003 or such later date as Bonham and BEA agree. Under its Underwriting Agreement, BEA has agreed to underwrite all the rights in respect of MUI Asia's shareholding in the Company (42.9 per cent approximately) to the extent that these rights are not taken up. Under its Underwriting Agreement, Bonham has agreed to underwrite the balance of the Rights Issue excluding its own entitlement. Each of Bonham and BEA has confirmed to Laura Ashley that it intends to finance its underwriting of the Rights Issue from its own resources and has also represented and warranted to Laura Ashley that it has the necessary non-contingent sterling funds to effect its underwriting. BEA is a large independent bank in Hong Kong, with total assets of HK$185 billion (US$23.7 billion) as of 31 December 2002. BEA is listed on the Stock Exchange of Hong Kong and is one of the constituent stocks of the Hang Seng Index. Dr Khoo Kay Peng (the Company's Chairman) is a non-executive director of BEA. Background on Bonham, MUI Asia and BEA Bonham, an investment holding company incorporated in the British Virgin Islands, is indirectly owned and controlled by Dr Khoo Kay Peng. Bonham currently holds 72,356,867 Ordinary Shares, representing approximately 12.1 per cent of the Company's current issued share capital. Dr Khoo Kay Peng also holds an indirect interest in 13.6 per cent of the issued share capital of MUI, the holding company of MUI Asia. MUI Asia subscribed in May 1998 for 159,154,212 Ordinary Shares at a price of 28 pence each, which gave it a 40% stake in the enlarged issued share capital of the Company. As a result of the rights issue approved by shareholders in May 1999, which was underwritten by MUI Asia and Bonham, and following subsequent share sales, MUI Asia's current shareholding is 255,938,185 Ordinary Shares representing approximately 42.9 per cent of the Company. Implications of the Rights Issue As a result of its underwriting commitment under the Underwriting Agreement, if any Shareholder (other than MUI Asia) does not take up his rights, Bonham will take up these rights and will increase its stake further. If no other Shareholders (other than Bonham and the Directors) take up their rights, Bonham will own approximately 21.07% of the enlarged issued share capital of the Company. Under the authorities granted to them on 13 June 2002 at the Company's last annual general meeting, the Directors are empowered to allot Ordinary Shares under the Rights Issue. After the issue of the New Shares under the Rights Issue, the Company's authorised but unissued share capital which is not reserved for issue under the Company's share option schemes will amount to #2,159,034 representing approximately 5.8 per cent of the Company's enlarged issued share capital. Laura Ashley Retirement Benefit Scheme A full actuarial valuation of the Scheme was carried out at 25 January 2003 by a qualified independent actuary. On the basis of this valuation, the funding level of the Scheme as at 25 January 2003 was 107 per cent of the minimum funding requirement. On an on-going valuation basis, however, the scheme has a shortfall of #10.2million. The employer's contribution rate remains at 15.9 per cent of salaries which the Directors believe is sufficient to continue to meet the minimum funding requirement. Directors' intentions David Walton Masters, Sally Cheong Siew Mooi and Lillian Tan Lian Tee have irrevocably undertaken to take up their rights under the Rights Issue. Their holdings when aggregated with the Chairman's held through Bonham represent approximately 12.4 per cent of the Company's issued share capital. EXPECTED TIMETABLE OF PRINCIPAL EVENTS Record date for the Rights Issue 10 April 2003 Nil Paid Rights credited to stock accounts in CREST of Qualifying 17 April 2003 CREST Shareholders and enabled Admission of, and commencement of dealings in, New Shares, nil paid 17 April 2003 Recommended latest time for requesting withdrawal of Nil Paid Rights 4.30 pm on 30 April 2003 from CREST Recommended latest time for depositing renounced Provisional 3.00 pm on 1 May 2003 Allotment Letters into CREST or for dematerializing nil Paid Rights or Fully Paid Rights into a CREST Stock Account Latest time for splitting Provisional Allotment Letters, nil or 3.00 pm on 2 May 2003 fully paid Latest time and date for acceptance, payment in full and 10.30 am on 7 May 2003 registration of renunciation Latest time and date for settlement of transfers of Fully Paid 10.30 am on 7 May 2003 Rights in CREST Commencement of dealings in New Shares, fully paid 8.00 am on 8 May 2003 New Shares in uncertificated form credited to stock accounts in 8 May 2003 CREST Despatch of definitive certificates for New Shares by 14 May 2003 DEFINITIONS The following definitions apply throughout this document unless the context otherwise requires: "1985 Share Option Scheme" the Laura Ashley Share Option Scheme 1985 "1995 Share Option Scheme" the Laura Ashley 1995 Executive Share Option Scheme "the Act" the Companies Act 1985, as amended "Admission" the admission of the New Shares, in nil paid form, to the Official List becoming effective in accordance with the Listing Rules and to trading on the London Stock Exchange's market for listed securities in accordance with the Admission and Disclosure Standards issued by the London Stock Exchange "BDO" BDO Stoy Hayward "BEA" The Bank of East Asia Limited "Board" the board of directors of Laura Ashley "Bonham" Bonham Industries Limited of Offshore Incorporations Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands, an investment company indirectly owned and controlled by Dr Khoo Kay Peng "Business Day" any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business "Cert Day" 14 May 2003 "certificated" or "in certificated a share or other security which is not in uncertificated form form" "City Code" the City Code on Takeovers and Mergers "Communications Host" the Network providers' Communications Host (as defined in the Glossary to the CREST Manual) "CREST" the relevant system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by CRESTCo Limited in accordance with the Regulations "CRESTCo" CRESTCo Limited "CREST member" a person who has been admitted by CRESTCo as a system member (as defined in the Regulations) "CREST participant" a person who is, in relation to CREST, a system participant (as defined in the Regulations) "CREST sponsor" a CREST participant admitted to CREST as a CREST sponsor "CREST sponsored member" A CREST member admitted to CREST as a sponsored member (which includes all CREST personal members) "CREST Stock Account" a Qualifying Shareholder's CREST Stock Account "Directors" the directors of Laura Ashley "Existing Shares" the existing issued Ordinary Shares on the Record Date "Fully Paid Rights" fully paid rights to acquire New Shares "Independent Directors" Nick Ashley, Motoya Okada, David Walton Masters and John Thornton, (and/or their replacements) being, for this purpose, directors of Laura Ashley who are not related to Bonham, MUI or MUI Asia "Laura Ashley" or the "Company" Laura Ashley Holdings plc "Laura Ashley Group" or "Group" Laura Ashley and its subsidiaries "Listing Rules" the rules and regulations made by the UK Listing Authority under Part VI of the Financial Services and Markets Act 2000 "London Stock Exchange" London Stock Exchange plc "member account ID" the identification code or number attached to any member account in CREST "MUI" Malayan United Industries Berhad of 14th Floor, MUI Plaza, Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia "MUI Asia" MUI Asia Limited of 14th Floor, National Mutual Centre, 151 Gloucester Road, Wanchai, Hong Kong, an investment holding company incorporated in Hong Kong and a wholly owned subsidiary of MUI "MUI Group" MUI, its subsidiaries and associated companies "New Shares" the 149,207,073 new Ordinary Shares to be issued pursuant to the Rights Issue "Nil Paid Rights" the New Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue "Numis Securities" Numis Securities Limited "Official List" the Official List of the UKListing Authority "Option Holders" holders of options under the 1985 Share Option Scheme and the 1995 Share Option Scheme "Ordinary Shares" ordinary shares of 5 pence each in the capital of Laura Ashley "Overseas Shareholders" holders of Ordinary Shares with registered addresses outside the United Kingdom and who have not given the Company an address for service of notices within the United Kingdom "Overseas Territory" any territory outside the United Kingdom "participant ID" the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant "Placing Letter" the letter dated 16 April 2003 from the Company to Numis Securities relating to the sale of fractional entitlements and rights of certain Overseas Shareholders and rights in respect of New Shares not taken up pursuant to the Rights Issue "Provisional Allotment Letter" the renounceable provisional allotment letter enclosed with this document to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) in connection with the Rights Issue "Qualifying CREST Shareholders" Qualifying Shareholders whose Ordinary Shares are in uncertificated form "Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Ordinary Shares are in certificated form "Qualifying Shareholders" Shareholders whose names are on the register of members of the Company at the close of business on the Record date "Record date" close of business on 10 April 2003 "Registrars" Computershare Investor Services PLC "Regulations" the Uncertificated Securities Regulations 2001 (SI2001/3755) as amended "Rights Issue" the proposed issue of 149,207,073 Ordinary Shares by way of rights as described in this document "Rights Issue Price" the price of 6 pence at which the New Shares are being offered pursuant to the Rights Issue "Shareholders" the holders of Ordinary Shares "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 "Underwriting Agreements" the two agreements respectively between the Company and Bonham and the Company and BEA relating to the Rights Issue "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000. The Nil Paid Rights, Fully Paid Rights and New Shares and the Provisional Allotment Letters have not been and will not be registered under the United States Securities Act of 1933 (as amended) or under the securities laws of any state of the United States. Accordingly, subject to certain exceptions, the New Shares and the Provisional Allotment Letters may not be, directly or indirectly, offered, sold, taken up, delivered, renounced or transferred in or into the United States or any Overseas Territory. This document does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Ordinary Shares or New Shares, in any jurisdiction in which such offers or solicitations are unlawful. This announcement has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 by Numis Securities Limited, which is authorised by the Financial Services Authority Limited to act for Laura Ashley Holdings plc in connection with the Rights Issue and will not be responsible to anyone other than Laura Ashley Holdings plc for providing the protections afforded to customers of Numis Securities Limited, or for providing advice in relation to the Rights Issue. The Directors of Laura Ashley Holdings plc are the persons responsible for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The summary should be read in conjunction with the full text of this announcement. For publication in the United Kingdom only. Not for release, publication or distribution, directly or indirectly, in any other jurisdiction, including the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or South Africa or their respective territories or possessions. Please refer to the definitions at the end of this document. This information is provided by RNS The company news service from the London Stock Exchange END IOENKAKKPBKKAQD
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