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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Slimma | LSE:SLM | London | Ordinary Share | GB0008207705 | 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% | 4.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMSLM
RNS Number : 8761Z
Slimma PLC
21 January 2011
Slimma PLC
("Slimma or the "Company")
Disposal and Posting of Circular to Shareholders
The Board of Slimma announces that it has today entered into a conditional agreement for the disposal of its Slimma and Splendour brands (the "Brands") to JD Williams & Company Limited ("JD Williams") for a consideration of GBP800,000. The consideration is to be settled in cash on completion.
In the year ended 2 October 2010, the Slimma Brand contributed approximately GBP1.6 million in sales revenue to the Company with an attributable profit before tax of approximately GBP195,000. In the year ended 2 October 2010, the Splendour Brand contributed approximately GBP0.3 million in sales revenue to the Company with an attributable loss before tax of approximately GBP650,000. The total Company sales for the year were approximately GBP7 million.
After the disposal the company will continue to operate the Frank Usher and Michel Ambers brands. The Directors believe that the disposal of the brands will not materially impact on the continuing part of the business but will result in cost benefits, mainly arising from redundancies which will need to be made as a result of the Brand sale.
The disposal is conditional, inter alia, on the Company changing its name from Slimma PLC and it ceasing to use the Slimma name following Completion. It is therefore proposed that the Company's name be changed to "CDU PLC" requiring a special resolution to be passed by its shareholders.
The Company is today posting to its shareholders a circular (the "Circular") in relation to the proposed disposal which includes a notice convening a general meeting of the Company to take place at 10.15 a.m. on 14 February 2011 at which resolutions will be proposed:
1. to change the Company name to CDU plc; and
2. for shareholders to consider, in accordance with section 656 of the Companies Act 2006, whether any, and if so what, steps should be taken to deal with a reduction in the Company's net assets.
A copy of the circular together with the notice of general meeting will also be available on the Company's website, www.slimma.com.
Further details of the disposal are set out in the letter to shareholders from Carolyn Simons, the non-executive director of the Company, which is included in the Circular, and which is set out below.
For further information please contact:
Slimma PLC 01538 399141 WH Ireland Limited Dan Bate 0161 832 2174
Definitions used in this announcement have the same meanings as given to them in the Circular unless the context requires otherwise.
Full text of the letter to Shareholders from Carolyn Simons
LETTER FROM THE DIRECTORS OF THE COMPANY
SLIMMA PLC
(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 02645724)
Directors: Registered Office: Stephen Thwaite Chief Executive Slimma House Christopher Heath Managing Director PO Box 30 Carolyn Simons Non-Executive Director Barngate Street Leek Staffordshire ST13 8AR
20 January 2011
To the Shareholders
Dear Shareholder,
Disposal of the Slimma and Splendour brands,
change of name to CDU PLC
and
Notice of General Meeting
1 Introduction
The Company has today entered into a conditional agreement for the disposal of its interests in the Slimma and Splendour brands, to JD Williams for a total consideration of GBP800,000 (before expenses). The consideration is to be settled in cash on Completion. The Disposal is conditional, inter alia, on the Company changing its name from Slimma PLC and it ceasing to use the Slimma name following Completion. It is therefore proposed that the Company's name be changed to "CDU PLC", an acronym of Coterie, Dusk & Usher (the key brands), requiring a special resolution to be passed by Shareholders.
Details of the proposed Disposal and the short term financing of the Company following Completion are set out below.
2 Background to and reasons for the Disposal
Slimma was admitted to trading on AIM in January 2006 having been previously listed on the Official List of the London Stock Exchange since 1994.
The Slimma and Splendour brands are both mail order and independent shop brands. Although the Slimma brand name has the support of a loyal customer base, its sales over the years have continued to fall. The Directors believe that this is primarily due to the brand now being seen as expensive when compared to its competitors in the competitive value retailing sector. Although the Company has tried to improve its competitive ability using cheaper sources of supply, whilst still maintaining a contribution, its products can now be sourced from other global manufacturers at much lower prices than Slimma can achieve. This has led to increasing requests for licensing of the Slimma brand by retailers on a variety of products sourced by themselves rather than purchasing the product from the Company. It is under these conditions that we believe it is in Shareholder interests to sell the Slimma and Splendour brands to JD Williams our principal customer.
3 Financing of Company post Completion
As Shareholders are aware, the Company has been dependent on the financial support of its bankers, Lloyds TSB PLC, for a number of years to enable it to continue trading during these difficult times. Upon completion of the Disposal the indebtedness to Lloyds TSB PLC will be reduced by approximately GBP675,000 being the net proceeds of the Disposal, after deducting the amount to be used to pay for professional costs incurred in connection with the Disposal and to fund the associated restructuring.
The Directors believe that the funds immediately available to the Group after Completion, will only be sufficient to cover the support of the Company until the Group's current bank facility is due for renewal on 31 March 2011. Shareholders should therefore note that the Company will be dependent on raising an alternative source of funding or agreeing a renewal of the bank facility within that time period in order to enable the Company to continue as a going concern.
As Shareholders have been previously made aware the reduction in borrowing ability from September 2010 to March 2011 has proved particularly challenging. To support trading through this difficult period the Company has been forced to sell assets at values less than would historically have been possible through managed programs resulting in the value of the Company's net assets being at a level that is less than half of its called up share capital. In such circumstances, the Directors are required under section 656 of the Act to convene a general meeting of the Company for the purpose of considering whether any, and if so what, steps should be taken to deal with the situation. This matter will be considered at the GM and the steps which are recommended by the Directors are set out below; if the steps as described are implemented, the Directors do not consider that any additional action needs to be taken to deal with this situation.
a. The sale of the Slimma and Splendour brands.
b. The sale of the Barngate street building.
c. A return to profitability.
4 General Meeting
A notice convening the GM of the Company for 10.15 a.m. on 14 February 2011 to be held at its registered office is set out at the end of this document.
At the GM:
a. a special resolution will be proposed to change the name of the Company to "CDU PLC" on Completion.
b. Shareholders will be able to consider, in accordance with section 656 of the Act, whether any, and if so what, steps should be taken to deal with the reduction in net assets.
5 Action to be taken
A Form of Proxy is enclosed for use at the GM. Whether or not you intend to be present at the meeting you are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed thereon to the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible but in any event so as to arrive not later than 10.15 a.m. on 12 February 2011. The completion and return of the Form of Proxy will not preclude Shareholders from attending the GM and voting in person should you subsequently wish to do so.
6 Documents available
Copies of this document will be available to the public, free of charge, at the Company's registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for one month from the date of this document. This document will also be available on the Company's website.
Recommendation
The Directors consider that the Disposal and the proposed change of name are in the best interests of the Company and its Shareholders as a whole and therefore unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the GM as they intend to do in respect of their beneficial holdings, which in aggregate amount to 971,569 Ordinary Shares, representing approximately 9.32 per cent. of the Company's issued share capital.
Yours sincerely
Carolyn Simons
For and on behalf of the Directors
This information is provided by RNS
The company news service from the London Stock Exchange
END
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