Purplebricks Share Discussion Threads

[tomboyb] 17/5/2023 08:07

There is a cash return but no indication of how much -

I'm afraid if it is like ITS, then returns are looking at well below 1p -

[tomboyb] 17/5/2023 08:04

Purplebricks Group PLC Proposed sale of business and assets to Strike Ltd
17/05/2023 8:53am
UK Regulatory (RNS & others)

Purplebricks (LSE:PURP)
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Wednesday 17 May 2023

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TIDMPURP

RNS Number : 7212Z

Purplebricks Group PLC

17 May 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

This announcement contains inside information for the purposes of article 7 of Regulation 596/2014 as amended and transposed into UK law in accordance with the European Union (Withdrawal) Act 2018 ("UK MAR").

17 May 2023

Purplebricks Group plc

("Purplebricks" or the "Company")

Proposed sale of business and assets to Strike Limited ("Strike")

Completion of Strategic Review, Termination of Formal Sale Process

Proposed cancellation of admission to trading on AIM

Proposed re-registration as a private company and change of name

Board Changes

and

Publication of Circular and Notice of General Meeting

Purplebricks Group plc (AIM: PURP) announces the completion of its Strategic Review, termination of its Formal Sale Process and entry into a conditional agreement to effect the transfer of substantially all of its trading business and assets to Strike (other than certain excluded assets) through its subsidiary Strike Bidco Limited (the "Purchaser") for a consideration of GBP1 and the assumption of substantially all of the Company's liabilities (other than the excluded liabilities) by the Purchaser (the "Proposed Sale"). The Proposed Sale results in the Company's cash balance on Completion (up to a maximum of GBP5.5 million) being retained by the Company with the intention that the net cash proceeds after the deduction of certain costs and expenses to meet the excluded liabilities (the "Net Cash Proceeds"*) are distributed to Shareholders following and subject to completion of (i) the legal formalities around the transfer of assets and (ii) a members' voluntary liquidation.

The Proposed Sale is expected to deliver a small return to Purplebricks shareholders and preserves the Company's business and brand for the benefits of its consumer customers, employees, funding partners and other stakeholders.

Summary

-- Completion of the Company's Strategic Review and termination of Formal Sale Process, which concludes the offer period in respect of the Company (as defined in the Takeover Code).

-- The Board of Purplebricks launched the Strategic Review on 17 February 2023 to consider the options available to the Company considering both the value being offered to Shareholders, and the ability to deliver certainty for the Group and its stakeholders in a short timeframe . Following preliminary conversations around the potential for an equity fund raise and having received several credible expressions of interest in relation to the sale of the Company or some or all of the Group's business and assets, the Formal Sale Process was launched on 1 March 2023 to fully explore a potential sale of the Group.

-- After a period of engagement with a significant number of potential offerors and upon conclusion of several rounds of bidding designed to identify the most credible potential offerors, among other options, the Company received a proposal from Strike for the acquisition of the Company's business and assets. The Board did not consider the other potential offers provided either sufficient certainty or would be deliverable in the timeframe needed to resolve the Group's short term funding issues arising from the agreement with its pay later financing provider being close to expiry and the Company's cash balance declining.

-- However, the proposal from Strike offered the ability to conclude a transaction in the short term that results in the Company retaining a cash balance for distribution to shareholders ( as part of a distribution to shareholders after payment of certain transaction costs and expenses and after completing the transfer of assets that can only be passed to Strike post Completion (such as contracts requiring counterparty consent)) whilst also protecting the future of the Company's business, brand, existing customers in the process of selling their houses and those employees to be retained for the ongoing success of the business as well as providing greater certainty for funding partners and other supplier relationships.

-- The Proposed Sale will constitute a fundamental change of business for the purposes of Rule 15 of the AIM Rules as the Company will cease to own, control or conduct all of its existing trading business, activities and assets. It is also potentially deemed "frustrating" action under Rule 21.1 of the Takeover Code. As such, the Proposed Sale is conditional upon the approval of the Shareholders at the General Meeting. The Circular, setting out further details on the Proposed Sale and containing a notice to convene the General Meeting, is being sent to Shareholders later today. The General Meeting will be held at 9 a.m. on 2 June 2023.

-- The Board has also concluded that, on the basis that the Company would no longer have a trading business following Completion, it is in the best interests of the Company and the Shareholders to seek Shareholder approval to cancel the admission of the Company's Ordinary Shares to trading on AIM. Following cancellation of the Ordinary Shares on AIM, the Company proposes to re-register as a private company, thereby changing its name to Bricks Newco Limited and adopting the New Articles.

-- With effect from Completion of the Proposed Sale, Helena Marston is resigning from her role as CEO. The rest of the Company's Board (other than Dominique Highfield, the Company's CFO) have indicated their intention to step down following the cancellation of the Ordinary Shares to trading on AIM. All other employees will transfer to Strike, however it is anticipated that there will be reductions in headcount in the short term as part of a wider cost reduction in the business, which are expected to impact on the size of the field teams and certain central functions.

-- The Directors, taking into account the comprehensive exploration of sale options via the Formal Sale Process, the current trading performance of the Company, the liquidity position of the Company, the near term expiry of a key funding partner relationship and the potential challenges in securing, in the short term, the future ownership of the Group, have unanimously concluded that it is in the best interests of the Company to proceed with Proposed Sale.

-- Accordingly, the Directors intend to unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings and the shareholdings in which they are interested amounting, in aggregate, to 19,402,865 Ordinary Shares, representing approximately 6.3% of the Company's issued share capital.

-- The Company has also received an irrevocable undertaking to vote in favour of the Resolutions at the General Meeting from AVIV Group in respect of 81,384,638 Ordinary shares representing approximately 26.5% of the Company's issued share capital.

-- In addition, the Company has also received a letter of intent from JNE Master Fund LP in respect of 33,620,000 Ordinary Shares representing approximately 11% of the Company's issued share capital, confirming that it intends to vote in favour of the Resolutions at the General Meeting.

-- Accordingly, the Company has therefore received irrevocable undertakings and/or letters of intent in respect of a total 134,407,503 Ordinary Shares representing, in aggregate , approximately 43.8% of the Company's issued share capital on 16 May 2023 (being the last Business Day before the date of this Announcement), further details of which are set out below.

Rule 21 of the Takeover Code

Prior to the Company terminating the Formal Sale Process by way of this Announcement, all parties who had approached the Company were notified of the rejection of their approach with regard to making an offer for the Company and also of the termination of the Formal Sale Process.

As at the date of this Announcement, no firm proposal has been made to the Company by any potential offerors.

Rule 2.8 of the Takeover Code

Shareholders will be aware that on 10 May 2023, Strike released an announcement confirming that it did not intend to make an offer for the Company. This statement is subject to Rule 2.8 of the Takeover Code and under Rule 2.8(f) of the Takeover Code, Strike would be prohibited from purchasing, agreeing to purchase or make any statement which raises or confirmed the possibility that it is interested in purchasing assets which are significant in relation to the Company for a period of six months from 10 May 2023. With regard to reservation a) in the announcement made by Strike on 10 May 2023, the Board of the Company has agreed that this restriction may be set aside for the purposes of Strike and the Purchaser entering into the Asset Purchase Agreement.

Paul Pindar, Chairman of Purplebricks, commented:

"It is the unanimous opinion of the Board that the Proposed Sale to Strike is in the best interests of stakeholders and Shareholders should vote in favour of the Proposed Sale. This conclusion has been informed by the Strategic Review in which all options, including an equity fund raise, have been considered and an extensive Formal Sale Process, which involved inbound and outbound approaches from and to interested parties within and outside of the industry. I am disappointed with the financial value outcome, both as a 5% Shareholder myself and for Shareholders who have supported the Company under my and the Board's stewardship. However, there was no other proposal or offer which provided a better return for shareholders, with the same certainty of funding and speed of delivery necessary to provide the stability the Company needs.

On behalf of the entire Board I would like to thank Helena for her leadership of the business through the most challenging of times and wish her the very best for the future. She has implemented a difficult but necessary change agenda over the last 12 months which has laid the foundations for a more secure future."

Helena Marston, CEO of Purplebricks, commented:

"When I became CEO 12 months ago, my focus was a wholesale raising of standards within the business and to chart a course towards positive cash generation. This included delivering GBP21m of cost savings, stabilising lettings, new revenue streams, raising our prices and much improved financial transparency and control. We have achieved many of these goals, but my view and that of the Board in February was that we would be better placed to realise our full potential under private ownership. However, the Strategic Review and Formal Sale Process created increased uncertainty in the business resulting in a need to draw this process to conclusion, which has also been accentuated by the timing of expiry of our relationship which lets us provide pay later solution.

Taking the actions we did has allowed us to secure a solvent outcome, which protects the future of the business and the Purplebricks consumer driven brand, alongside the benefits of further investment. It has been a challenging and uncertain time but the passion and commitment of our people has been tremendous and I sincerely wish everyone the very best for the future."

Sir Charles Dunstone, Partner, Freston Ventures (Joint Major Shareholder of Strike), commented:

"We remain committed to the online model, which offers customers a much better experience at a far lower cost. This is a positive outcome for anyone looking to sell their home and save money doing so. Purplebricks has dramatically changed the industry by driving down the cost of estate agency and we aim to combine its significant brand recognition with an even more disruptive business model.

In bringing together the two brands, we will supercharge Strike's mission to democratise house selling by empowering customers to have more control over a process that has barely changed for 200 years.

At Freston Ventures we are focused on building household brands that are trusted by consumers across the UK. We believe there is a better way to sell your house and through this deal, we are developing the market-leading brand to deliver it."

* Net Cash Proceeds available to be returned to Shareholders is an estimate and will be dependent on a number of factors outlined in the additional information section below

Enquiries

[farrugia] 17/5/2023 08:04

seems like this is going bust? what is strange is that directors have bought substantial number of shares in the past. And it was easy to get sucked in by the cash balance. Luckily i didn't touch it. I wonder what the salaries of directors are here given that the cash balance was emptied so fast.

[tomboyb] 17/5/2023 08:03

RNS out and Game over -

[kreature] 16/5/2023 20:31

Am I supposed to believe this review is real? :

‘Really impressed with the way Neil and the team have put everything in place to sell my home’

[kreature] 16/5/2023 20:28

Are the BODs interests aligned with retail shareholders? Doesn’t seem like it to me

[cashandcard] 16/5/2023 20:09

They need sacking and replacing with a bot.

[kreature] 16/5/2023 19:13

News….. I have decided to consider calling an EGM to dismiss all current staff and to nominate say the last poster above to be CEO and Chair

[kramreklaw] 16/5/2023 16:13

£5million and diminishing.

[kreature] 16/5/2023 12:11

The only issue seems to be pilfering of petty cash, and employing themselves and a load of unnecessary staff, in my opinion.

[dealy] 16/5/2023 12:06

300m shares so, yes, just 3.6m market cap. and they have net cash as well (how much ?)

[kreature] 16/5/2023 12:05

500 new instructions per week for 3m quid ? Surely a bargain ?

[31337 c0d3r] 16/5/2023 08:54

Director salaries

[kreature] 15/5/2023 13:24

Groceries ?

[lazygun] 15/5/2023 08:56

wow, what are they spending £4 mill a month on?

[kreature] 15/5/2023 08:50

Yes. Change the BOD for a hippopotamus, or a sack of potatoes, a loaf of bread,, anything

[cashandcard] 15/5/2023 08:25

Are there any, any avenues which may see this live to fight anotherday?

[kreature] 14/5/2023 11:25

They’re still getting well over 500 new instructions per month somehow. So surely no need to pilfer petty cash if this were self service only (ie without any local property pretend experts?) ?

[kreature] 14/5/2023 10:40

Prediction in dreams….
Monday…….CEO and chair resign. share price rockets…
Tuesday..New CEO takes position, a gerbil would do, sacks all staff other than IT and call centre. share price continues to rocket

[stantini] 13/5/2023 09:38

If it never makes a profit, guzzles millions, has a class action pending and the general public stops using it, why would anyone want to buy it. Better to inject cash into a new platform built with 2023 tech, without the ball and chain of a failed business as its legacy.
Strike was a rebrand (genuis name) m- 'to hit forcibly and deliberately with one's hand or a weapon or other implement' 'a refusal to work organized by a body of employees as a form of protest, typically in an attempt to gain a concession or concessions from their employer' 'of a disaster, disease, or other unwelcome phenomenon) occur suddenly and have harmful or damaging effects on'
Bigger question is will cash still be injected into YOPA, Strike etc, after 2023, given demise of Purplebricks, Doorsteps, Emoov (1), unsure what Emoov (2) is doing, demise of Tepillo, etc.
The irony is that a digital platform for transfer of property title is the future, but Purplebricks just scratched the service, this digital platform would cover all of the processes, from instruction to completion on one platform you never leave, and do all things on ... that is a useful bit of kit, and I do not mean digital adverts - property portals - who can not do the whole journey as they will lose the agents who kindly deposit their inventory on their sites for cash.

[orkneyarab] 12/5/2023 19:30

That's assuming there is no money coming in.

[kramreklaw] 12/5/2023 19:22

Please can everyone stop talking about £9 million cash. It was £9.1 million on 30/04/2023 with a cash burning rate of £4 to 5 million per month. That was 2 weeks ago. SO it is now £5 million cash left at best and reducing.

[kreature] 12/5/2023 15:40

“ no one knows more than Kreature”

That’s a bit of a worry then …..Founder of RM might argue with that if he had anything left to prove….. I’m afraid I’m completely clueless though, other than maybe spotting something that perhaps doesn’t make sense from time to time .

[auson1] 12/5/2023 14:31

firestorm911,

Some weekend reading for you and crew 28 oil production wells 80-120kbpd production

www harbourenergy com/media/qc1k2k4i/fk-sl-pmo-ev-rep-0008-sea-lion-eis-b04.pdf

[firestorm911] 12/5/2023 13:32

Thanks, bud, for the reminder.

Not good, it will be Kaput


Everyone knows the score.

Regards,
F911
RMC