Re Market Update
10 February 2003 - 6:00PM
UK Regulatory
RNS Number:2068H
Inveresk PLC
10 February 2003
INVERESK PLC
MARKET UPDATE
Inveresk Plc ("the Company") is pleased to announce that its plans for
recapitalisation and refinancing are progressing satisfactorily:-
1. External Bank Debt
On 31st October 2002 the Company sold the business assets of its loss making
graphic paper mill at Caldwells, Inverkeithing to Klippan of Sweden. Debts due
to the Royal Bank of Scotland plc at that date amounted to a little over #21
million. During the three month period to 31st January 2003 bank debt has
reduced to #8.9 million. The reasons for the reduction can be summarised as
follows:-
1.1 Klippan paid #2 million for inventories, work in progress and raw materials
at Caldwells.
1.2 The land and buildings at the Westfield site were sold for #825,000 less
associated costs.
1.3 The accounts receivable relating to the Caldwells business but retained in
the books of the Company at the transfer date have been collected and the
resultant release to cash has reduced bank borrowings by #4.7 million.
1.4 Strict working capital controls imposed on the Company's businesses, allied
to a standstill agreement with the Company's major suppliers during the
period of restructuring has assisted the Company to trade forward and to
reduce bank debt.
1.5 The proceeds of the first phase of the recapitalisation exercise amounted
to #4.2 million before professional costs.
2. Current Trading
2.1 The Company's activities now comprise the two profitable mills at
Carrongrove in Denny, Stirlingshire and St Cuthberts in Wells, Somerset.
Both mills are trading according to plan with order books significantly
ahead of this time last year. The head office has been closed with costs
either decentralised to each of the mills or eliminated. Thanks to the
loyalty of the Company's valued customers and the invaluable support of its
major suppliers, the integrity of both production and distribution has been
maintained throughout this challenging period of restructuring. The short
to medium term prospects for both mills remain positive.
2.2 Following breaches of the banking covenants with the Royal Bank of Scotland
in the summer of 2002, the company has been obliged to embark on a recovery
plan as a result of which significant provisions and asset write downs have
had to be made in relation to the closure of the Westfield and Kilbagie
mills and the sale of the business assets at Caldwells. All provisions will
be included in the audited financial report and accounts for the 13 month
period to 31 December 2002.
2.3 The actions taken are designed to revitalise the company's balance sheet,
improve liquidity, consign the past losses to history and create a platform
in 2003 for future growth, tightly controlled by the new management team
which has recently been put in place.
3. New Bank Facilities
3.1 The Company is pleased to announce that it has received confirmation that
Credit Committee approval has been received from a major international
banking institution to provide both working capital and term loan
facilities (8 years) which the Board of Directors considers to be
sufficient to allow the Company to trade forward and fulfil its obligations
to all parties and provide funds for future capital expenditure. These new
facilities are subject only to the final stages of due diligence and the
successful completion of the second phase of the recapitalisation exercise
which is scheduled to take place during March 2003 via a placing and open
offer of new ordinary shares. As previously stated this issue will be on
similar terms to the placing of shares announced in December 2002.
3.2 The recapitalisation and refinancing of the Company is expected to be
completed during the early part of April 2003, following the issue of a
shareholder circular followed by an Extraordinary General Meeting to
approve the measures taken.
4. Conversion of Unsecured Loan
4.1 On 20 January, Inveresk announced that it had raised #2.2 million by way of
an unsecured loan. The loan was provided by the following individuals:
Holder Amount of unsecured loan
Klippan AB #652,227
Stefan Lersten #641,600
Jan Bernander #706,173
Alan Walker #200,000
#2,200,000
4.2 In order to reduce the Group's level of indebtedness, Inveresk announces
that it intends to amend the terms of this unsecured loan, in order to
allow Klippan AB and Stefan Lersten to convert the loan into new ordinary
shares in Inveresk at a price of 10p per share.
4.3 It is intended that after the announcement of the Company's preliminary
results for the year ended 31 December 2002, the loans made by Jan
Bernander and Alan Walker will become convertible into new ordinary shares
in Inveresk Plc on the same basis.
4.4 On the basis that Klippan AB, Stefan Lersten and connected persons are
interested in approximately 18% of Inveresk's ordinary share capital, the
attachment of conversion rights to the loan is deemed to be a related party
transaction under the AIM rules.
4.5 The Board of Inveresk (excluding Jan Bernander, who is a director of
Klippan, and Alan Walker) considers that, having consulted with KBC Peel
Hunt Ltd, the terms of the conversion of the unsecured loan into ordinary
shares at a price of 10 pence per share is fair and reasonable insofar as
its shareholders are concerned.
Inveresk plc
Contact: Alan Walker (CEO) Jan Bernander (Chairman)
Office: 020 7240 1234 Mobile: 00 46 708 556 400
Mobile: 07710 620260
This information is provided by RNS
The company news service from the London Stock Exchange
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