Re Joint Venture
16 9월 2003 - 11:06PM
UK Regulatory
RNS Number:8189P
Georgica PLC
16 September 2003
FOR IMMEDIATE RELEASE 16 September 2003
Georgica PLC ("Georgica")
Agreement concerning Megabowl Group Limited ("Megabowl")
The Board of Georgica is pleased to announce that it has entered into new
agreements with Duke Street Capital Limited ("Duke Street") concerning the
future of Megabowl, the joint venture in which they each own 50 per cent. of the
share capital.
Georgica and Duke Street have entered into option agreements which give first
Georgica and then Duke Street the right to acquire the interests of the other in
Megabowl. The option agreements give first Georgica and then Duke Street the
right to acquire the 50 per cent of Megabowl's ordinary shares ("Megabowl
Shares") and shareholder loan notes ("Shareholder Loan Notes") which it does not
already own for cash on terms which value Megabowl on an enterprise basis, as a
whole, at approximately #74 million. This implies a value for the Shareholder
Loan Notes of #4 million and the Megabowl Shares of #2. Georgica has until 5
December 2003 to exercise its option to buy Duke Street's 50 per cent. of the
Megabowl Shares and Shareholder Loan Notes at a cost of approximately #2 million
and to acquire from or repay to Duke Street a shareholder mezzanine loan of
approximately #21 million. If Georgica does not exercise its option Duke Street
will have until 23 February 2004 to exercise its option to buy Georgica's 50 per
cent. of the Megabowl Shares and Shareholder Loan Notes at the same price. They
have also entered into an amendment agreement making certain changes to the
shareholders' agreement governing Megabowl.
Megabowl operates 50 ten-pin bowling sites across the UK. The joint venture was
established in November 1999 when Allied Leisure PLC and Duke Street combined
their ten-pin bowling businesses, Megabowl and Superbowl. Georgica inherited
its interest in Megabowl on acquiring Allied Leisure PLC. The unaudited
accounts of Megabowl for the year ended 29 June 2003 show that it generated
EBITDA before exceptional items of #10.5 million (2002: audited #13.1 million)
and a loss before tax (excluding Shareholder Loan Note interest) of #20.9
million (2002: audited #31.2 million) on turnover of #81.5 million (2002:
audited #84.4 million) and that, at that date, it had net assets (excluding
Shareholder Loan Notes and the shareholder mezzanine loan of #19.8 million
(2002: #28.8 million)) of #32.4 million (2002: audited #62.3 million). At 29
June 2003, its year end, Megabowl had breached certain banking and mezzanine
covenants.
Georgica has commenced due diligence on Megabowl and a circular containing
further information will be sent to Georgica shareholders when appropriate.
This information is provided by RNS
The company news service from the London Stock Exchange
END
JVEGUUACBUPWGWQ