![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Somero Enterprise Inc. | LSE:SOM | London | Ordinary Share | COM STK USD0.001 (DI) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
7.50 | 2.24% | 342.50 | 335.00 | 350.00 | 342.50 | 335.00 | 335.00 | 68,256 | 16:03:45 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS No 0940q SOMIC PLC 15th March 1999 Somic plc (the "Company") to be renamed Tarpan plc Proposed Disposal of the whole of the business and assets of the Company Proposed change of name Introduction The Non-executive Directors of the Company have received a proposal from the Executive Directors under which Harlspun Limited, a company owned by the Executive Directors and others, would acquire the whole of the business and assets (other than book debts) of the Company and will also assume all of its liabilities. The consideration will be #850,000 in cash payable on completion and a further sum in cash payable two months after completion equal to the amount (if any) by which the Company's book debts realised during that two month period fall short of #850,000. If the amount realised exceeds #850,000 the Company will pay the excess to Harlspun. Following the Disposal, the Company's assets will therefore comprise #1.7 million in cash (less the expenses of the Proposals, estimated by the Directors to be approximately #100,000) with no debt. Due to its size, the Disposal is conditional upon the approval of Shareholders. In addition, since Harlspun is partly owned by the Executive Directors, the Disposal is also a related party transaction as defined by the Listing Rules and is for that reason also conditional upon the approval of Shareholders. Subject to Shareholder approval of the Disposal, it is also proposed to change the name of the Company to Tarpan plc. Details of the Proposals are included in a circular (the "Circular") which is being sent to Shareholders today. A notice of the Extraordinary General Meeting to be held on 7 April 1999, at which the necessary resolution will be proposed to approve the Proposals, is also being sent to Shareholders today. Information on the Group The Company manufactures cords, twines, braids, woven fabrics and yarns which it exports worldwide for both industrial and domestic purposes. A separate plastics coating division offers a complete facility for the processing of customers' fabrics with PVC and acrylic emulsion. The Company has one active subsidiary undertaking, Mason Fabrics Limited, which is engaged in the sale of textile and related products. The Company also has a 12.5 per cent. interest in the ordinary share capital of W Lusty & Sons Limited, which is engaged in the manufacture and distribution of furniture. The Company owns its own manufacturing premises at Alliance Works, off New Hall Lane, Preston. It also owns certain residential investment properties in Stefano Road, Preston, adjoining the manufacturing site. In the year ended 31 March 1998, the Group made consolidated pre-tax profits of #293,515 on turnover of #5,968,036. At 31 March 1998 the Group had consolidated net assets of #2,317,756. Terms of the Disposal Under the Agreement, the Company will dispose of its entire business and trade, including all its assets (other than book debts) and liabilities, to Harlspun. The consideration will be #850,000 in cash payable on completion which, together with the value of the book debts which are guaranteed by Harlspun to realise not less than #850,000 represents a total of 80 pence per share. Harlspun assumes responsibility for the existing net overdraft of the Group (which, as at 12 March 1999 (being the latest practicable date) stands at #269,307), trade creditors, taxation and all other liabilities of the Company. The assets and liabilities are principally: - manufacturing premises at Alliance Works, Preston; - plant and machinery; - stock and debtors; - creditors; - shares held in Mason Fabrics Limited and W Lusty & Sons Limited; and - investment properties in Stefano Road, adjacent to Alliance Works. The allocation of the consideration to the various assets and liabilities to be sold is specified in the Agreement. The manufacturing premises will be transferred at their existing use value and the residential investment properties will be transferred at their open market value, as set out in the valuation report in Part III of the Circular. Plant, machinery and stock will be transferred at their book values. The consideration represents a discount to the aggregate value of the assets to be sold, after taking account of the assumed liabilities. The discount reflects the fact that the whole of the business and assets of the Company (other than book debts) are being sold in their entirety, rather than in a piecemeal fashion, thereby reducing management time and other associated costs involved in disposing of the assets in their constituent parts. The Company will also receive a benefit in the form of immediate cash consideration. Under the Agreement, Harlspun will indemnify the Company against any litigation or other contingent liabilities materialising after completion which relate to facts or circumstances arising prior to completion. The employment of all the Company's staff (including the Executive Directors, but excluding the Non-executive Directors) will transfer to Harlspun on existing terms of employment. Harlspun will also assume responsibility for the defined benefit staff pension scheme, including pensions in payment, and for the Directors' defined contribution pension scheme. Reasons for the Disposal The Executive Directors believe that because of the size and specialist nature of its main business (paper spinning and weaving) there are limited possibilities for organic growth. This, they believe, makes the business more suited to being private than remaining part of a quoted public company. Trading conditions have been difficult for some time for manufacturing companies due to a combination of increasing raw material prices and lower margins, caused in part by the strength of sterling relative to the currencies of those European countries to which Somic exports its products. At the same time, stock market sentiment towards smaller quoted companies has been relatively poor recently. Furthermore, the Executive Directors are conscious of their responsibilities to outside shareholders. As a private company their shareholder responsibility will be principally to themselves and they believe that in difficult trading conditions which the manufacturing industry experiences from time to time, being relieved of their responsibility to outside shareholders will increase their management flexibility and will thereby benefit the business. The Non-executive Directors believe that the Disposal offers an opportunity to eliminate the Company's current exposure to volatility of earnings and wish to seek worthwhile opportunities. They intend to use the proceeds of the Disposal to fund the research of, investigation into and acquisition of companies in growth industries which require additional funding and for whom a Stock Exchange listing is an essential prerequisite of their growth strategy. The Non-executive Directors have substantial experience and expertise to offer such companies. On completion, which, subject to the approval of Shareholders at the Extraordinary General Meeting, will take place on 7 April 1999, Jonathan Marsh and John Thornley will resign as Directors, Richard Blackburn will resign as chairman and managing director but will remain as a non-executive Director and Neville Buch will become Chairman. Following implementation of the Proposals, the Company will have no employees or full time executive directors. However, each of the Non-executive Directors intends to research and investigate acquisition opportunities. Change of name The name Somic plc is inextricably linked with the existing manufacturing and selling activities at Alliance Works in Preston. Harlspun and the Executive Directors wish to continue to use this name; the Non-executive Directors also believe it is appropriate for the Company to have a new name. Accordingly, it is proposed to change the name of the Company to Tarpan plc. The change of name is subject to the approval of Shareholders at the Extraordinary General Meeting. In addition, if the Proposals are approved at the Extraordinary General Meeting, the Non-executive Directors intend to change the registered office of the Company to 7th Floor, 39 St James's Street, London SW1A 1JD, which is more suitably located for the Company's purposes for the foreseeable future. Prospects Following the Disposal, the Company will have approximately #1.6 million available for acquisition opportunities. Until the Company acquires a business the cash will be invested in gilt-edged stock or the money markets with a view to generating sufficient investment income to cover the Company's overheads. Any classifiable transaction (as defined in the Listing Rules) will require shareholder approval and any acquisition will constitute a reverse takeover which will lead to the temporary suspension of the Ordinary Shares. Accordingly, any proposed acquisition will itself need to be suitable for admission to the Official List in order that the Ordinary Shares are re- admitted to the Official List. Dividend policy The Non-executive Directors intend to pay dividends only when it becomes commercially prudent to do so and subject to the availability of distributable reserves. They do not currently intend to pay a final dividend in respect of the year ending 31 March 1999. Extraordinary General Meeting The Extraordinary General Meeting will be held at the offices of Peel, Hunt & Company Limited, on the fifth floor of 62 Threadneedle Street, London EC2R 8HP at 10.00 a.m. on 7 April 1999. Further information: Richard Blackburn Somic plc 01772 790000 Neville Buch Somic plc 0171 243 4390 END DISAVRUKKRKOAAR
1 Year Somero Enterprise Chart |
1 Month Somero Enterprise Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions