Reconstruction Capital II Ltd Disposal of the Top Factoring Group (2616B)
03 April 2017 - 4:00PM
UK Regulatory
TIDMRC2
RNS Number : 2616B
Reconstruction Capital II Ltd
03 April 2017
3 April 2017
Reconstruction Capital II Limited
Disposal of the Top Factoring Group
Reconstruction Capital II Limited (the "Company") announces that
it has conditionally disposed of (a) its 93% interest in Top
Factoring SRL ("Top Factoring"), a Romanian receivables collection
company, and (b) the whole of the non-performing loan book held by
the Company's wholly owned subsidiary Glasro Holdings Limited
("Glasro"), (together the "Top Factoring Group") to Intrum Justitia
AB, a leading European credit management services group listed on
NASDAQ Stockholm for an enterprise value of approximately EUR25
million (the precise amount being dependent on the date of closing)
which, net of debt and minority interest, results in a cash
consideration for the Company of approximately EUR13.85 million
(the "Disposal"). From 31 December 2016, the Top Factoring Group is
valued at EUR11.28 million in the Company's Net Asset Value
computation.
A condition of the Disposal was the acquisition by Glasro of a
74.5% interest in Telecredit IFN SA ("Telecredit"), a Romanian
non-banking financial institution that provides consumer loans (the
"Acquisition"), which is majority-owned by Catalin Neagu, the
founder and CEO of Top Factoring. The cash consideration for the
Acquisition is EUR2.67 million, and Glasro has also committed to
making a EUR0.15 million capital increase in Telecredit, bringing
its total shareholding to 80%. For the year ended December 2016,
Telecredit had unaudited net assets of EUR0.75 million, and
reported total revenues of EUR1.13 million, profit before tax of
EUR0.35 million and net loans of EUR0.53 million.
The net cash receivable by the Company and Glasro following the
Disposal and the Acquisition is approximately EUR11 million, and
funds will be received conditional on regulatory approval of
Intrum's acquisition of Glasro's non-performing loan book, which is
expected to take place by 30 April 2017. The Board has yet to
conclude on the use of the cash proceeds and will advise
shareholders in due course.
As part of the Acquisition, the Company has provided Mr Catalin
Neagu (together with his wife a 100% shareholder of Telecredit)
with a EUR0.15 million interest free loan to allow him to increase
the shareholder equity of Telecredit (the "Loan"). The Loan is to
be repaid to the Company from the cash proceeds received by Mr
Neagu from the sale of Telecredit.
Mr Neagu is a director of Top Factoring and consequently, the
Acquisition and the Loan constitute related party transactions
pursuant to Rule 13 of the AIM Rules for Companies. The directors
of the Company, having consulted with the Company's nominated
adviser, Grant Thornton UK LLP, consider that the terms of the
Acquisition and the Loan are fair and reasonable insofar as the
Company's shareholders are concerned.
For further information, please contact:
Reconstruction Capital II Limited
Ion Florescu/Anca Moraru
Tel: +40 21 3167680
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett/Carolyn Sansom
Tel: +44 (0) 20 7383 5100
Panmure Gordon (UK) Limited (Broker)
Paul Fincham/Jonathan Becher
Tel: +44 (0) 20 7886 2500
This information is provided by RNS
The company news service from the London Stock Exchange
END
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