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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Dyson Grp | LSE:DYS | London | Ordinary Share | GB0002905007 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 16.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMDYS RNS Number : 5164J Dyson Group PLC 31 March 2010 For immediate release 31 March 2010 Dyson Group plc ("Dyson" or "The Group") PROPOSED CANCELLATION OF LISTING ON OFFICIAL LIST 1. Introduction On 26 January 2010 the Company announced that significant progress had been made in the ongoing negotiations with its banks and other key stakeholders towards agreeing a solvent debt and capital restructuring of the Company (the "Restructuring"). Further details of the current set of proposals to implement the Restructuring (the "Proposals") are set out in paragraph 2 of this announcement. A key requirement of the restructuring proposals agreed in principle between the Company, the Banks and the Pension Protection Fund ("PPF") is the cancellation of admission of the Company's shares to the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Delisting"). It is unlikely that the Company would, in any event, meet the qualifications for continued participation on the Official List following completion of the Restructuring. Accordingly, the Board has concluded that the Company should now seek to implement the Restructuring as an unlisted company, which means that the Company will not be required to comply with (or incur costs associated with complying with) the requirements of the Listing Rules during the Restructuring. Pursuant to the Listing Rules, the De-listing is conditional upon Shareholders' approval being obtained. The Company has today published a circular to Shareholders containing a Notice of Extraordinary General Meeting to be held at 11.00 a.m. on 26 April 2010 at Buchanan Communications, 6th Floor, Moorfields, London, EC2Y 9AE for the purpose of considering and, if thought fit, approving the De-listing. The Circular has been approved by the UK Listing Authority and will today be posted to Shareholders. Copies of the Circular will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, the Circular will shortly be available to view on the Company's website (www.dyson-group.com). Accordingly, the Company is seeking Shareholders' approval for the Delisting, though it is stressed that the Restructuring, to be carried out in due course, will remain conditional upon further Shareholder approval and will be the subject of a separate circular expected to be published shortly after the effective date of the De-listing. However, to assist Shareholders to understand the implications of the De-listing in the context of the proposed Restructuring, details of the Proposals are also set out in both the Circular and in paragraph 2 of this announcement. Shareholders should note that if the Resolution to approve the De-listing is approved at the EGM the De-Listing is expected to take place at 8.00 a.m. on the following business day, being 27 April 2010. Contacts: +---------------------------------+---------------------------------+ | Dyson Group plc | | | Christopher Honeyborne, | Tel: 01439 771900 | | Chairman | Tel: 0207 529 7820 | | Julian Cooper, Interim CEO | | +---------------------------------+---------------------------------+ | Buchanan Communications | Tel: 0207 466 5000 | | Charles Ryland | | | Catherine Breen | | | | | +---------------------------------+---------------------------------+ | KBC Peel Hunt Ltd | | | Julian Blunt | Tel: 0207 418 8900 | | Simon Brown | | | | | +---------------------------------+---------------------------------+ KBC Peel Hunt Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Dyson Group plc and no one else in relation to the matters described in this announcement and in the Circular and will not be responsible to anyone other than Dyson Group plc for providing the protections offered to clients of KBC Peel Hunt Ltd nor for providing advice in relation to the matters described in this announcement and in the Circular. 2. Proposed Restructuring The Company has been in extensive discussions with its lending banks and has considered a range of options to restructure its capital structure and reduce net borrowings. This follows a lengthy period of negotiations that started in early 2009. The Company has reached agreement in principle with the Banks which involves the conversion to equity of a significant proportion of the Group's existing bank borrowings and the provision of new secured debt facilities. The proposals also envisage a compromise of the Dyson Group Pension Fund ("DGPF") liabilities and the Company is in discussion with the trustees of the DGPF, the PPF and the Pensions Regulator in that regard. The Board believes that the Restructuring is required in order to maintain the support of the Banks and to ensure that the Company's capital structure and financial position going forward is materially strengthened. The proposed Restructuring comprises the following outline terms: (a) The Company's banks, Lloyds TSB Bank plc ("Lloyds") and Svenska Handelsbanken AB (publ) would impair their existing debt to GBP35 million in return for shares in the Company and fixed and floating charge security from the Group. Additional working capital facilities (on terms yet to be agreed) would then be made available by the Banks to provide medium term headroom to meet anticipated cash requirements. On completion of the proposed restructuring, the Banks would own 51 per cent. of the enlarged issued equity share capital of the Company. (b) It is envisaged that Group liabilities in respect of the DGPF would be reorganised under regulated apportionment agreements. As part of that reorganisation, the DGPF would receive 33 per cent. of the enlarged issued equity share capital of the Company and a new secured loan instrument to the value of GBP6m. It is expected that the DGPF's interest in the enlarged issued equity share capital of the Company following the Restructuring would be in the form of a new class of shares which would essentially be non-voting. (c) In addition to allotment to them of the new equity shares, the DGPF and the Banks would be issued with GBP7.5 million of redeemable preferred shares in the Company, split as to GBP2.5 million and GBP5 million respectively. (d) The remaining equity in the enlarged issued share capital of the Company of 16 per cent. would be held as to 12 per cent. for existing holders of Ordinary Shares with the remainder to be issued to an employee benefit trust. (e) The Saffil Pension Scheme would be granted security in Saffil Limited to the value of GBP1.75 million and arrangements for Saffil's ongoing funding obligations will need to be agreed. (f) If the Restructuring is implemented, the Banks, individually (in the case of Lloyds) and together, would control in excess of 30 per cent. of the total voting rights of the Company. In these circumstances such shareholders would normally be obliged to make a general offer to all other shareholders pursuant to Rule 9 of the City Code. The Company intends to apply to the Takeover Panel to seek its agreement to a waiver of that obligation, subject to the formal approval of Shareholders. The Restructuring will be conditional on such a waiver being granted and on such Shareholders' approval. The Proposals currently are in outline only and are subject to change as a result of further negotiation with, inter alia, the Banks, the PPF and the trustees of the Saffil Pension Scheme. Full details of the Proposals will be set out in a circular to be sent to Shareholders in due course to convene a further extraordinary general meeting of the Company for the purpose of obtaining the relevant Shareholder approvals. The Proposals remain subject to contract (and, in the case of each of the Banks, credit sanction), Takeover Panel approval, Shareholder consent for both the De-listing and the Restructuring, the formal clearance of the Pensions Regulator, the formal approval of the PPF and various pension trustees and any other relevant regulatory approvals. 3. Reasons for the proposed De-listing The Company is currently dependent upon the ongoing support of the Banks to continue to trade as a going concern. The Board has explored extensively all potential means of addressing the Company's current financial situation and concluded that the Restructuring represents the best potential outcome for Shareholders in the circumstances. In order to effect the Restructuring, Dyson is required to de-list from the Official List as a key requirement of the restructuring proposals agreed in principle between the Company, the Banks and the PPF and it is unlikely that the Company would, in any event, meet the qualifications for continued participation on the Official List following completion of the Restructuring. This is because it is currently envisaged that the Restructuring would lead to the creation of a share capital structure which is not suitable for a company listed on the Official List. In particular, new classes of unlisted voting and non-voting equity share capital are likely to be created as part of the Restructuring. In determining the timing of the De-listing the Directors considered that it can be carried out at the current time, or concurrent with the Restructuring when its detailed terms have been agreed. The Board believes that implementing the Restructuring as an unlisted company is the most efficient course of action due to the fact that the Company will not be required to comply with (or incur costs associated with) the requirements of the Listing Rules during the Restructuring. In particular, the Company will not be required to comply with Listing Rule 9.5.12 as part of the Restructuring, which would necessitate a working capital statement to be included in the Shareholder circular. The Board has therefore concluded that the De-listing should take place at the current time, ahead of the Restructuring. 4. Update on trading and operational restructuring The Group is executing an operational restructuring plan, whereby a number of its non-core businesses and properties are to be sold or closed. This restructuring has progressed well, with (as previously announced) the completion of the sale of the Kiln Furniture business in Stoke and the Precision Ceramics business in Dewsbury to management buyout teams and the completion of contracts to sell a number of agricultural properties taking place during the last three months. This operational restructuring process is expected to be substantially complete by April 2010 at which point the Group will be primarily focused on the Saffil business and a number of investment properties with a substantially reduced cost base and a much simplified business structure. The Saffil business has benefited from the recovery in global automotive markets in recent months and has been awarded significant new Ecoflex business which is expected to lead to further growth during 2010 and 2011. Saffil sales revenue in the three months to 31 December 2009 showed an increase of 18 per cent. on the previous quarter and an increase of 35 per cent. on the same period in 2008. The Saffil business headcount has been reduced by 38 per cent. over the 15 months to 31 December 2009 which together with other cost management actions across the business has resulted in overhead reductions of 21 per cent. comparing the 12 months to 31 December 2009 with the previous 12 month period. Notwithstanding continued margin pressure within the industry, the above factors have led to significant improvements in profitability and cash generation in the Saffil business and give cause for optimism on the future prospects for this business. 5. Update on Company accounts and suspension of trading The Company has been suspended from the Official List and from trading on the London Stock Exchange's main market for listed securities since 31 July 2009 because Dyson has not been in a position to publish its audited accounts for the year to 31 March 2009 as a result of the ongoing dialogue with the Banks. On 30 October 2009, the Company announced that it had changed its accounting reference date from 31 March to 30 September. Accordingly, the 12 month accounting period which would have ended on 31 March 2009 has been extended to an 18 month accounting period ended on 30 September 2009. On 26 January 2010, the Company stated that it was anticipated that it would be in a position to publish the audited accounts for the 18 month period to 30 September 2009 during April 2010, subject to agreeing the detailed terms of the Restructuring. This is still the Company's intention. However, as theRestructuring proposals would not be implemented until after the De-listing has occurred, publication of such accounts will not cause the Ordinary Shares to recommence trading on the London Stock Exchange's main market for listed securities. 6. Extraordinary General Meeting Under the Listing Rules, the De-listing can only be effected by the Company after the passing of a special resolution by Shareholders in general meeting. Accordingly, Shareholders will find set out at the end of the Circular a Notice of Extraordinary General Meeting which has been convened for 11.00 a.m. on 26 April 2010 at Buchanan Communications, 6th Floor, Moorfields, London, EC2Y 9AE for the purpose of considering and, if thought fit, approving the De-listing. The Resolution will be proposed, in accordance with the Listing Rules, as a special resolution (and will require a vote in favour of not less than 75 per cent. of the votes cast in person or by proxy at the EGM). Voting on the Resolution will be on a show of hands, unless a poll is demanded in accordance with the articles of association of the Company. 7. Matters to be taken into account in considering the De-listing Conditional upon the Resolution being approved at the EGM, the Company will apply for the De-listing. In light of the fact that the Company's Ordinary Shares are suspended from trading and will continue to be suspended until De-listing is effected, assuming the Resolution is passed by Shareholders, Delisting is expected to take place on the business day immediately following the EGM, being 27 April 2010, with effect from 8.00 a.m. In deciding whether or not to vote in favour of the Resolution, Shareholders should take into consideration, inter alia, the following: · The Company is currently dependent upon the ongoing support of the Banks to continue to trade as a going concern. The Board has explored extensively all potential means of addressing the Company's current financial situation and concluded that the Restructuring represents the best potential outcome for Shareholders in the circumstances. In order to effect the Restructuring, Dyson is required to de-list from the Official List as a key requirement of the restructuring proposals agreed in principle between the Company, the Banks and the PPF and it is unlikely that the Company would, in any event, meet the qualifications for continued participation on the Official List following completion of the Restructuring. This is because it is currently envisaged that the Restructuring would lead to the creation of a share capital structure which is not suitable for a company listed on the Official List. In particular, new classes of unlisted voting and non-voting equity share capital are likely to be created as part of the Restructuring. In determining the timing of the De-listing the Directors considered that it can be carried out at the current time, or concurrent with the Restructuring when its detailed terms have been agreed. The Board believes that implementing the Restructuring as an unlisted company is the most efficient course of action due to the fact that the Company will not be required to comply with (or incur costs associated with) the requirements of the Listing Rules during the Restructuring. In particular, the Company will not be required to comply with Listing Rule 9.5.12 as part of the Restructuring, which would necessitate a working capital statement to be included in the Shareholder circular. The Board has therefore concluded that the De-listing should take place at the current time, ahead of the Restructuring. · The Board also believes that if Shareholders do not pass the Resolution it is very unlikely that the Restructuring will subsequently be able to proceed. Having already extensively explored all potential alternative means of addressing the Company's current financial situation, the Board believes that failure to pass the Resolution would almost inevitably lead the Directors to consider that there is no reasonable prospect of the wider solvent restructuring process proceeding any further. This is because de-listing is a key requirement of the restructuring proposals agreed in principle between the Company, the Banks and the PPF. The Directors believe that if the Resolution is not passed there would be no prospect of reaching agreement with the Company's stakeholders on an alternative solvent restructuring proposal not involving the de-listing of the Company. In this eventuality, the Directors would then be obliged as a matter of urgency pursuant to applicable insolvency law to take every step to minimise the potential loss to the Group's creditors. Under these circumstances the Group would enter into administration or some other form of insolvency procedure. This outcome would, in the Board's view, result in Shareholders receiving no value for their current shareholdings. Whilst the Directors expect that such a course of events would be likely to take place in a matter of weeks following the Resolution not being approved, and could commence as early as May 2010, in the interim period any creditor could potentially initiate insolvency proceedings against the Group themselves. · If the De-listing occurs, thereafter there will be no public market for the Ordinary Shares and the opportunity for Shareholders to realise their investment in the Company will be more limited. However, the Board considers that it is in the interest of the Company that the De-listing proceeds so that the Company is able to implement the Restructuring, given the Group's current financial position. If the De-listing occurs the Company intends to investigate the possibility of providing a matched bargain facility to allow Shareholders a limited opportunity to trade the Ordinary Shares. · The Proposals currently are in outline only and are subject to change as a result of further negotiation with, inter alia, the Banks, the PPF and the trustees of the Saffil Pension Scheme. Full details of the Proposals will be set out in a circular to be sent to Shareholders in due course to convene a further extraordinary general meeting of the Company for the purpose of obtaining the relevant Shareholder approvals. The Proposals remain subject to contract (and, in the case of the Banks, credit sanction), Takeover Panel approval, Shareholder consent for both the De-listing and the Restructuring, the formal clearance of the Pensions Regulator, the formal approval of the PPF and various pension trustees and any other relevant regulatory approvals. · The Proposals are not legally binding and are subject to further negotiation. It is possible that following the De-listing either or both of the Banks or any other party to the negotiations will exercise their right not to proceed with the Restructuring or that the parties to the negotiations will fail to reach agreement. In either such case, the Restructuring would not occur even though De-listing will have already occurred. In this eventuality, having already extensively explored all potential alternative means of addressing the Company's current financial situation, it is almost inevitable that the Group would have no option but to enter into administration or some other form of insolvency procedure. Whilst the Directors expect that such a course of events would be likely to take place in a matter of weeks following such an eventuality, in the interim period any creditor could potentially initiate insolvency proceedings against the Group themselves. However, given the reasons described earlier in this paragraph 7 the Board believes that it is in the best interests of Shareholders as a whole for the Company to be de-listed at the current time. · Following De-listing, the regulatory regime which applies solely to companies whose shares are admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities, comprised within the Listing Rules, will no longer apply. The Listing Rules require, inter alia, that a company which is subject to them seek the approval of its shareholders for various transactions including acquisitions or disposals above a particular magnitude and transactions between a company and related parties. These provisions will cease to apply following De-listing. · Following De-listing, the Company will remain subject to the provisions of the City Code on the basis set out in those provisions. · Following De-listing, the Company will no longer be required to comply with the disclosure regime for companies whose shares are admitted to the Official List contained within the Listing Rules and the Disclosure and Transparency Rules. · Following De-listing, the Company will continue to post its annual report and accounts to Shareholders. · The Board has determined that it would be appropriate for the current Directors to remain in place following the De-listing in order to progress the Restructuring. The matter of Board composition following the Restructuring will be reviewed by the Board in due course and it is anticipated that further details would be provided to Shareholders at the time their approval is sought in relation to the Restructuring. 8. Importance of the Shareholder vote The Board believes that if Shareholders do not pass the Resolution it is very unlikely that the Restructuring will subsequently be able to proceed. Having already extensively explored all potential alternative means of addressing the Company's current financial situation, the Board believes that failure to pass the Resolution would almost inevitably lead the Directors to consider that there is no reasonable prospect of the wider solvent restructuring process proceeding any further. This is because de-listing is a key requirement of the restructuring proposals agreed in principle between the Company, the Banks and the PPF. The Directors believe that if the Resolution is not passed there would be no prospect of reaching agreement with the Company's stakeholders on an alternative solvent restructuring proposal not involving the de-listing of the Company. In this eventuality, the Directors would then be obliged as a matter of urgency pursuant to applicableinsolvency law to take every step to minimise the potential loss to the Group's creditors. Under these circumstances the Group would enter into administration or some other form of insolvency procedure. This outcome would, in the Board's view, result in Shareholders receiving no value for their current shareholdings. Whilst the Directors expect that such a course of events would be likely to take place in a matter of weeks following the Resolution not being approved, and could commence as early as May 2010, in the interim period any creditor could potentially initiate insolvency proceedings against the Group themselves. The Proposals are not legally binding and are subject to further negotiation. It is possible that following the De-listing either or both of the Banks or any other party to the negotiations will exercise their right not to proceed with the Restructuring or that the parties to the negotiations will fail to reach agreement. In either such case, the Restructuring would not occur even though De-listing will have already occurred. In this eventuality, having already extensively explored all potential alternative means of addressing the Company's current financial situation, it is almost inevitable that the Group would have no option but to enter into administration or some other form of insolvency procedure. Whilst the Directors expect that such a course of events would be likely to take place in a matter of weeks following such an eventuality, in the interim period any creditor could potentially initiate insolvency proceedings against the Group themselves. However, given the reasons described in this announcement the Board believes that it is in the best interests of Shareholders as a whole for the Company to be de-listed at the current time. 9. Recommendation The Board considers the De-listing to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution approving the De-listing at the Extraordinary General Meeting as the Director who is also a Shareholder intends to do in respect of his own shareholding totalling 1,422,420 Ordinary Shares representing approximately 4.3 per cent. of the Company's issued share capital as at the date of this announcement. DEFINITIONS The following definitions apply throughout this announcement, unless the context requires otherwise: +-----------------+---------------------------------------------------+ | "Banks" | Lloyds TSB Bank plc and Svenska Handelsbanken AB | | | (publ) | | | | +-----------------+---------------------------------------------------+ | "Board" or | Dyson's board of directors from time to time | | "Directors" | | | | | +-----------------+---------------------------------------------------+ | "Circular" | the circular to Shareholders relating to the | | | proposed De-listing | | | | +-----------------+---------------------------------------------------+ | "City Code" | the City Code on Takeovers and Mergers, as | | | amended from time to time | | | | +-----------------+---------------------------------------------------+ | "De-listing" | the cancellation of the admission of the Ordinary | | | Shares to the Official List and to trading on the | | | London Stock Exchange's main market for listed | | | securities | | | | +-----------------+---------------------------------------------------+ | "Disclosure | The Disclosure and Transparency Rules of the | | and | Financial Services Authority | | Transparency | | | Rules" | | | | | +-----------------+---------------------------------------------------+ | "Dyson" or | Dyson Group plc | | the | | | "Company" | | | | | +-----------------+---------------------------------------------------+ | "Extraordinary | the extraordinary general meeting of Dyson to be | | General | held at Buchanan Communications, 6th Floor, | | Meeting" or | Moorfields, London, EC2Y 9AE at 11.00 a.m. on | | "EGM" | 26 April 2010 to approve the De-listing | | | | +-----------------+---------------------------------------------------+ | "FSMA" | The Financial Services and Markets Act 2000, as | | | amended from time to time | | | | +-----------------+---------------------------------------------------+ | "Group" | Dyson and its subsidiaries from time to time | | | | +-----------------+---------------------------------------------------+ | "Listing | the listing rules made by the UKLA under Part VI | | Rules" | of FSMA, as amended from time to time | | | | +-----------------+---------------------------------------------------+ | "London | London Stock Exchange plc | | Stock | | | Exchange" | | | | | +-----------------+---------------------------------------------------+ | "Notice of | the notice of the EGM which appears at the end of | | Extraordinary | the Circular | | General | | | Meeting" | | | | | +-----------------+---------------------------------------------------+ | "Official | the Official List of the UKLA | | List" | | +-----------------+---------------------------------------------------+ | "Ordinary | ordinary shares of 25p each in the capital of the | | Shares" | Company | | | | +-----------------+---------------------------------------------------+ | "PPF" | the Pension Protection Fund | | | | +-----------------+---------------------------------------------------+ | "Proposals" | has the meaning given in paragraph 1 of this | | | announcement, the details of which are set out in | | | paragraph 2 of this announcement | | | | +-----------------+---------------------------------------------------+ | "Restructuring" | has the meaning given in paragraph 1 of this | | | announcement, the details of the Proposals for | | | which are set out in paragraph 2 of this | | | announcement | | | | +-----------------+---------------------------------------------------+ | "Resolution" | the special resolution to be proposed at the EGM | | | to obtain approval of Shareholders for the | | | De-listing as set out in the Notice of | | | Extraordinary General Meeting | | | | +-----------------+---------------------------------------------------+ | "Shareholders" | holders of Ordinary Shares | | | | +-----------------+---------------------------------------------------+ | "Takeover | the Panel on Takeovers and Mergers | | Panel" | | +-----------------+---------------------------------------------------+ | "UKLA" or | the Financial Services Authority in its capacity | | the "UK | as the competent authority for the purposes of | | Listing | Part VI of FSMA | | Authority" | | +-----------------+---------------------------------------------------+ This information is provided by RNS The company news service from the London Stock Exchange END MSCLLFLLVLILVII
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