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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Corin Group Rfd | LSE:CRGR | London | Ordinary Share | GB00B013HD92 | ORD 2.5P (RFD 01/01/04) |
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% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS No 7244q CRAIG & ROSE PLC 20 July 1999 The following is text from a letter, posted today, to Ordinary and Preference Stockholders by the Chairman of Craig & Rose, Mr. J. Wightman: " Dear Stockholder Offer on behalf of Alaster Cunningham and cancellation of listing You may have received a letter from Andrew Perloff in relation to the recent offers by Alaster Cunningham and the intention to cancel the Company's listing. Mr. Perloff has thought it appropriate to make the purchase of shares as set out in his letter and has indicated his intention to make further limited purchases. As a Board, we feel it is necessary to clarify and correct certain of the points raised by Mr. Perloff as follows:- 1. Mr. Perloff has chosen to describe Alaster Cunningham's offer as a management buy out; in effect, Alaster Cunningham's offers are designed to give to all of the minority stockholders who may wish to take it an opportunity of an exit prior to the Company cancelling its listing. There would be no change to the composition of the Board or the present controlling shareholders as a result of the offer. 2. The asset value of the Ordinary Stock units has been estimated by Mr. Perloff at #2.00. The Accounts of the Company to 31 December 1998 give a going concern value per Ordinary Stock Unit of approximately #1.95. However it is clear to the Board that continuing to trade on the existing basis from the Leith Walk site is not a viable option for the future, and that relocating to a new site, albeit with the attendant costs and financial risks, is necessary if the Company is to go ahead to develop its business as the Board thinks appropriate. For these reasons the Board does not think this is an appropriate way to value the Company. 3. Mr. Perloff refers to the Company owning three acres of land in central Edinburgh; the Board would not agree with Mr. Perloff's geography as it would seem difficult to describe 2.83 acres in Leith as "Central Edinburgh"; 4. Mr. Perloff states that the property has been "valued without planning permission". In fact, the Company appointed a reputable valuer with significant local knowledge to report on its properties. As stated in his report the valuer took into account uncertainty over whether residential planning consent could be obtained in arriving at his valuation and a copy of the report dated 9th July 1999 is included in the Offer Document posted to stockholders last week. 5. Mr. Perloff notes that it is proposed to acquire the new site from a company owned by Alaster Cunningham at a price of #240,000. This is #10,000 less than the valuation contained in the report in the Offer Document posted last week. 6. The family stockholders have had a long relationship with the Company over several generations, and the circumstances relating to the decision not to accept the offer are quite different from these relating to stockholders who hold shares purely as an investment. 7. The reasons for cancelling the listing are as set out in the Offer Document. To sum up: (a) the existing listing has not offered an active market in either the Ordinary or Preference Stock; (b) the listing does not in practice offer the Company scope to raise new funds economically from the public; (c) the costs of compliance merely to maintain the listing are disproportionate to the Company's size and profits; and (d) if the Company were to undertake even modest transactions to increase its size, then this would lead to substantially higher stock exchange compliance costs in terms of listing. Mr. Perloff is presumably aware that a significant and increasing number of listed companies have chosen to cancel their listing over the last six months; against this background the Board does not share Mr. Perloff's view that the Company's listing is a valuable asset, and believes that the market as a whole would not agree with him. 8. Stockholders, particularly those with a relatively small number of shares, should note that Mr. Perloff's offer to buy at 150p is likely to involve them in paying brokers fees; they should consider whether the costs of selling to Mr. Perloff might mean that the net price received per share is in fact less than that available under the Ordinary Offer, where the consideration will be paid free from costs of dealing. 9. Finally the Board note that Mr. Perloff is not making an offer available to all stockholders. The Board would point out that the Offers from Alaster Cunningham are open to all stockholders and give all stockholders who wish one an exit, when the alternative is to remain as stockholders in a company whose listing is about to be cancelled. Yours sincerely, J. Wightman The directors accept responsibility for the information contained in this letter. To the best of their knowledge and belief (having taken reasonable care to ensure that such is the case) such information for which they accept responsibility in this letter is in accordance with the facts and does not omit anything likely to affect the import of such information. Except as specified in this letter in relation to the price offered for Ordinary Stock by Mr. Perloff as at the date of posting of this letter, there have been no material changes in the information published in the Offer Document. The Morton Fraser Partnership, Solicitors, of 19 York Place, Edinburgh has approved this letter as an investment advertisement solely for the purposes of section 57 of the Financial Services Act 1986. The Morton Fraser Partnership is authorised to conduct investment business by the Law Society of Scotland under the Financial Services Act 1986. " The following is text from a letter, posted today, to Ordinary and Preference Stockholders by Alaster Cunningham: "Dear Stockholder, Offers for Craig & Rose plc ("the Company") You may by now have received contact either by letter or telephone from a Mr. Andrew S Perloff based at Mount Pleasant in London regarding my recent offer to buy your stock. As stated in the offer document posted last week ("the Offer Document") the main reason for my offers ("the Offers") was specifically to give all stockholders who did not wish to be stockholders in a small unlisted company which intends to embark on a relatively high risk business strategy the opportunity to sell their stock without costs. Regrettably, due to Mr. Perloff's apparent lack of knowledge of the Company's current financial position, I consider his recent statements to be inaccurate and misleading. In particular: ** It should be clear to Mr. Perloff and in fact to anyone with an understanding of the workings of the Stock Exchange, that a company with a turnover of #3,000,000, and a market capitalisation (at the Offer Price) of less than #1,000,000, is too small to be viable as a listed entity. ** His comment that the listing is a valuable asset ignores several years of your Board attempting to extract value from the listing and the trend in recent times which has seen an increasing number of "smaller companies" (generally of a substantially greater size than Craig & Rose) giving up their listings by way of take-overs. ** Mr. Perloff has in my opinion mistakenly identified my offer as a potential profit opportunity for himself and has expressed a wish to acquire a strategic holding of up to 29.9% in an attempt, I believe, to force me to increase my offer for his stock. I would like to remind you that the price I offered was considered to be fair and reasonable by the Company's independent advisers and I would confirm that I do not intend to increase the terms of the Offers from the current level. ** As outlined in the Offer Document, it is my intention to proceed with the relocation of the Company, involving funding of #2,200,000. At the time of the rights issue referred to by Mr. Perloff, I invested approximately #400,000 to help stabilise the Company; I have previously waived fees due to me and I propose to sell the new site to the Company for a price below its open market valuation. These are signs of my commitment to the Craig & Rose business. I do not know what Mr. Perloff's intentions for the business and the employees would be if he were to become a significant shareholder. ** I would point out that Mr. Perloff is not making an offer available to all stockholders. The Offers which I am making are open to all stockholders and give all stockholders an opportunity to exit, if they wish, from a company whose listings are about to be cancelled. Stockholders, particularly those with a relatively small amount of stock, should note that Mr. Perloff's offer to buy at 150p is likely to involve them in paying brokers fees; they should consider whether the costs of selling to Mr. Perloff might mean that the net price received per stock unit is in fact less than that available under the Ordinary Offer, where the consideration will be paid free from costs of dealing. I would ask those of you who were initially of a mind to accept prior to receipt of Mr. Perloff's letter, to go ahead and accept the Offers within the timescale of the Offer Document as recommended to you by Bell Lawrie Wise Speke. If you have any queries, please contact David Mitchell at Dickson Minto W.S. at 11 Walker Street, Edinburgh, EH3 7NE, or on 0131 225 4455. Yours faithfully, Alaster Cunningham Alaster Cunningham accepts responsibility for the information contained in this letter. To the best of his knowledge and belief (having taken all reasonable care to ensure that such is the case) such information for which he accepts responsibility in this letter is in accordance with the facts and does not omit anything likely to affect the import of such information. Save as disclosed in this letter, there have been, as at the date of posting this letter, no material changes in the information published in the Offer Document. Dickson Minto W.S., of 11 Walker Street, Edinburgh EH3 7NE, has approved this letter as an investment advertisement solely for the purposes of Section 57 of the Financial Services Act 1986. " END MSCSEWFWSUUUFFW
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