SCHEME COURT HEARING AND FUTURE TIMETABLE OF PRINCIPAL EVENTS
Recommended acquisition by SHS Group Limited
Merrydown PLC ('Merrydown') announces that the Scheme of Arrangement in
connection with the recommended acquisition by SHS Group Limited of Merrydown
was sanctioned and the Capital Reduction confirmed by the Court yesterday.
The following is the expected timetable of principal events:
Last day of dealings in, and for registration of
transfers of, Merrydown Shares 3 May 2005
Scheme Record Time 6:00 p.m. on 3 May 2005
Effective Date of the Scheme 4 May 2005
Cancellation of listing of Merrydown Shares 4 May 2005
Latest date for despatch of cheques and settlement
through CREST 18 May 2005
Terms used in this announcement shall have the same meanings as set out in the
Scheme Document dated 14 March 2005.|
|RESULTS OF COURT MEETING AND EGM
Recommended acquisition by SHS Group Limited
Merrydown PLC ("Merrydown") is pleased to announce that the resolutions to
approve the recommended acquisition of the issued and to be issued share capital
of Merrydown by SHS Group Limited for 170 pence cash per share by means of a
Scheme of Arrangement were duly passed at a Court Meeting and an Extraordinary
General Meeting held yesterday in London.
The Court hearing of Merrydown's petition to sanction the Scheme and to confirm
the reduction of Merrydown's share capital is expected to take place on 3 May
2005. Subject to the Scheme receiving the sanction and confirmation of the Court
on that date, the effective date of the Scheme is expected to be 4 May 2005 and
consideration due to shareholders is expected to be sent by 18 May 2005. On that
basis, the last day for dealings in Merrydown Shares on the London Stock
Exchange is expected to be 3 May 2005 and no transfers of Merrydown Shares will
be registered after 6.00 p.m. on that date. If the Scheme becomes effective on 4
May 2005, the listing of Merrydown Shares is expected to be cancelled on that
|Documents should be sent to shareholders by the middle of March and the takeover is believed to be completed by May.|
|Merrydown to be swallowed
By Caroline Muspratt (Filed: 17/02/2005)
Cider maker Merrydown has recommended a £36.7m takeover offer from the owner of WKD alcopops and Caledonian mineral water that could see its three top executives share a payout of up to £2.5m.
SHS Group, which also markets brands such as Douwe Egberts coffee and Cobra beer, offered 170p a share in cash for the company. Merrydown pioneered Two Dogs, one of the original alcopops, which was a roaring success then slumped.
Chief executive Nigel Freer, who was brought in to turn the company around, will leave with as much as £1.25m. He earned £173,000 in basic pay last year, owns more than 141,000 shares in the company and has stock options over a further 675,000.
Chairman Andy Nash, who will be able to cash in nearly £900,000-worth of shares, said: "The company was on the verge of administration, which was when the board changes were made."
Finance director Michael Dinnis will leave with around £690,000. Christopher Carr, managing director of the cider division, is expected to stay on but is also able to cash in options, giving him nearly £500,000.
Merrydown's executive directors will receive an exit bonus of an amount "not exceeding" their salary, and a change of ownership allows them to cash in their stock options. They will also sell SHS their shares in the business.
The company, which was founded 59 years ago and also owns the Shloer soft drink brand, was approached by a competitor last year. This triggered talks with "a large number of drinks companies," Mr Freer said.
SHS has also agreed to put £900,000 into Merrydown's pension fund, which has a net deficit of £2.7m, Mr Dinnis said. It will pay a further £375,000 annually for the next three years. The deal is expected to complete by May.
Northern Ireland-based SHS has an 11pc stake in Merrydown and has secured acceptances from holders of a further 23.9pc of the shares. Michael Howard, SHS group managing director, vowed to "invest significantly in both Merrydown cider and Shloer".|
for the acquisition by
SHS Group Limited
to be effected
by means of a Scheme of Arrangement
under section 425 of the Companies Act 1985
On 10th November 2004, Merrydown announced that it was in discussions that may
or may not lead to an offer for the Company. The Board of SHS and the Board of
Merrydown now announce that they have reached agreement on the terms of
recommended proposals under which SHS will acquire the entire issued and to be
issued share capital of Merrydown by way of a Court sanctioned scheme of
arrangement in accordance with section 425 of the Act.
* The Offer is being made at 170 pence in cash for each Merrydown Share
- a premium of 78.3 per cent over the average Closing Price per
Merrydown Share for the 6 months to 9th November 2004, the last business
day prior to the announcement by Merrydown that it was in discussions
with regard to a possible offer.
- a premium of 65.9 per cent over the Closing Price of 102.5 pence per
Merrydown Share on 9th November 2004, the last business day prior to
- a price earnings multiple of 30.9 times basic earnings per share before
exceptionals for the year ended 31st March 2004.
* The Offer values the existing issued share capital of Merrydown at
approximately #36.7 million.
* The Directors of Merrydown, who have been so advised by
PricewaterhouseCoopers LLP, consider the terms of the Offer to be fair and
reasonable. In providing its advice, PricewaterhouseCoopers LLP has taken
into account the commercial assessments of the Directors.
* The Directors unanimously intend to recommend to Merrydown Shareholders
to vote in favour of the Offer.
* SHS is the beneficial holder of 2,366,667 Merrydown Shares representing
approximately 11.0 per cent of the existing issued share capital of
* The Directors have irrevocably undertaken to vote in favour of the Offer
in respect of their entire beneficial holdings totalling 1,899,110
Merrydown Shares, representing approximately 8.8 per cent of the existing
issued share capital of Merrydown.
* SHS has received other undertakings to vote, or procure votes, in favour
of the Scheme at the Court Meeting and the resolution to be proposed at the
Merrydown Extraordinary General Meeting from certain institutional
Merrydown Shareholders in respect of 5,155,000 Merrydown Shares
representing approximately 23.9 per cent of the existing issued share
capital of Merrydown.
* Accordingly SHS has received undertakings to accept, or procure the
acceptance of, the Offer in respect of 7,054,110 Merrydown Shares
(representing approximately 32.6 per cent of the existing issued share
capital of Merrydown).
* SHS is being advised by IBI Corporate Finance and Merrydown is being
advised by PricewaterhouseCoopers LLP.
Commenting on the Offer, Joe Sloan, Chairman of SHS said:
"We are pleased to be in a position to deliver this most attractive cash offer
to Merrydown's Shareholders. As a leading sales and marketing operation in the
fmcg sector in Great Britain and Ireland, we at SHS are in the business of
building quality brands. We are therefore delighted to be adding Shloer and
Merrydown Cider to our portfolio and look forward to continuing the growth that
has been achieved in recent years."
Commenting on the Offer, Andy Nash, Chairman of Merrydown, said:
"Whilst the Directors remain confident of Merrydown's future prospects they
recognise that a larger organisation such as SHS has the resources to grow the
brands faster than Merrydown can as an independent company. The Directors
believe that the Offer appropriately reflects the strategic value of the Group's
brands and recommend that Shareholders vote in favour of the transaction at the
forthcoming Extraordinary General Meeting."|
|I contacted the company at the beginning of the week, to ask "Why there was No Christmas Trading update?"
They just said that there would not be one, and that the RNS from November still stands. So whoever is interested in the company, still are interested.
Maybe talks have come further than I thought, hence the recent rumours and Friday's price rise.
If the price does continue to rise, then i would have of thought that Merrydown will have to inform the market of futher details soon.|
|I didnt hear the rumour I'm afraid. I thought a bid had gone in ages ago, so assumed that the rise in the price had some thing to do with other happenings. sorry about that. Steve61|
|Could it be the 'Rumour of the Day' in yesterdays Times that a deal was near concluding attracted attention....|
|Can anyone tell me why this share has gone up. I have owned them since the price was 47p and now they have jumped today.|
|Rumours are that Takeover talks are nearing conclusion. Could be a bid announced in the near future. IMHO|
|Price just moved for the first time in over 6 weeks on the back of a couple of nice big buys.
Been a lot of retail selling over the last few weeks, and as there was no drop in price it suggested to me that there must be a buyer waiting in the wings.
Coupled with the fact that there is going to be no trdaing update, suggests to me that the chances of a takeover are pretty high.|
|I have contacted the company and they tell me that they are not going to be issuing a Christmas Trading update.
I assume that this is because they are still in talks with a potential bidder.|
|24 January 2005
Issue of equity
The Company has applied to the UK Listing Authority for 28,000 ordinary shares
of 25p each, which were issued pursuant to the exercise of 1995 Executive
Options to be admitted to the Official List, and to trading on the London Stock
These shares will rank pari passu with the existing ordinary shares of the
Company and dealings are expected to commence on 28 January 2005. The issued
share capital of the Company following this announcement is 21,605,514 ordinary
shares of 25p each.|
|Wouldn't be supprised to see a xmas trading update next week.|
|Hardly any trades in the first week of the year.
Am expecting a trading update by end of the month. Local supermarkets round here had sold out of shloer way before xmas, so could be good news on the horizon.|
|Merrydown sweetens up possible takeover deal Nov 30 2004
DRINKS group Merrydown made a potential takeover deal look sweeter yesterday by posting its first interim profits in four years.
Merrydown, which is in the early stages of takeover talks with an unnamed party, said operating profits in the six months to September 30 totalled £780,000 compared with losses of £100,000 a year ago.
More drinkers were choosing cider as the tipple of choice and Merrydown said an increasing number were stocking up on bottles during trips to supermarkets.
Turnover from its Merrydown Vintage brand rose 15% on a year ago and also reflected a turnaround in wholesale demand following the acquisition of rival cider maker Bulmers by Scottish & Newcastle last year.
Wet weather failed to dampen sales of non-alcoholic fruit drink Shloer over the summer, with the brand growing turnover by 14% to £5.5m.
A major advertising push for Shloer is planned during December.
This has persuaded Merrydown to hold back from launching new products until next spring.|
|Cider sales are enjoying a revival, as producers reinvent the drink as a "premium" product, aimed at sophisticated drinkers. After several years in the doldrums, cider sales in pubs, clubs, hotels and restaurants are up 5 per cent on 2003 in the year to July 2004, according to the National Association of Cider Makers.|
|Merrydown celebrates cider truce
30 November 2004
MERRYDOWN chairman Nigel Freer toasted rival Scottish & Newcastle for bringing some sanity back into the cider market.
S&N, which owns Merrydown rival Bulmers, has begun to price its products to make a profit rather than to capture market share.
This has allowed Merrydown to follow suit. The company, which is in early-stage takeover talks with a mystery suitor, moved to £780,000 interim profit from a £100,000 loss.
Shares in the regional brewer Burtonwood spiked 100½p to 485p as it confirmed that it, too, had received a bid approach.
Rival Wolverhampton & Dudley is the early favourite to land the group which at last night's close was valued at £100m, though analysts said the 500-plus pubs could also appeal to Enterprise Inns or Punch Taverns.|
|LONDON (ShareCast) - Cider maker Merrydown remains in takeover talks it said today, as the group said exceptional costs pushed it into a wider loss for the year.
The group, which counts Shloer and Merrydown cider among its brands, reported a pre-tax loss of £1.35m for the first half to September against a loss of just £75,000 a year ago.
The larger loss came after Merrydown closed down its Horam operation at an exceptional cost of £2.19m including a £1.20m write down of plant and machinery.
The group, which expects to sell the property by March 2006, has forecast a total loss on the closure of about £2.5m.
Group turnover rose 8% to £8.88m compared to £8.20m a year earlier, as the group continues to move out of its bulk cider operations and concentrate on its core brands.
Looking at its individual brands Shloer saw turnover up 14% over the period and Merrydown Vintage saw turnover up 15%. Sales of Posh Squash and Sorelle are building steadily, said the group.
Poor weather over the summer months this year hit the soft drinks market, said Merrydown, noting that while Shloer is less weather sensitive than many rivals, it was affected by overall consumption patterns.
Merrydown is now concentrating on the crucial Christmas market, adding that its next new product launch has been scheduled for spring to allow a clear focus on the core Shloer products at Christmas.
Shares in Merrydown shot up earlier this month when it announced it was in discussions regarding a sale of the company, though it reiterated today that the talks remain at a very early stage.|