SEH Sep Inds.

RNS Number:4153A
SEP Industrial Holdings PLC
13 March 2001

For Immediate Release:  13th March 2001

                          SEP Industrial Holding PLC

                           ("SEP") or (the Company)

      Announcement of Proposed Disposal of Component Industries Limited

Introduction

The Board of SEP announces that it has entered into a conditional agreement
for the sale of the entire share capital of SEP's subsidiary, Component
Industries Limited ("Component"), to Component Industries Holdings Limited ("
the Purchaser") a company in which the majority shareholders are the three
executive directors of Component ("the Component Directors") (" the Disposal
"). The consideration for the Disposal is #4.45 million. Of this amount
approximately #3.8 million is payable in cash on completion and the remaining
consideration of #650,000 is to be satisfied by the issue of zero rated
unsecured 2005 loan notes to SEP at Completion which will be retained by SEP.

The sale of Component follows the announcement made by SEP on 29 November 2000
that SEP was in discussions in relation to the sale of certain of its
subsidiaries. The Company has already completed the disposal to Maximum
Industries Limited of its subsidiary Springfix Linkages Limited and certain of
its subsidiaries, which was announced on 8 February 2001.

In September 2000 the Company engaged Brown Shipley to assist it in finding
purchasers for a number of subsidiaries, including Component. After receiving
a number of approaches from potential purchasers, the Directors came to the
conclusion that the offer from the Purchaser was the one which offered the
best value to Shareholders and gave most certainty of completion.

It is a requirement under the Listing Rules that the Disposal is conditional
upon Shareholder approval both owing to the relative size of the transaction
and also in view of the fact that the Purchaser is a related party under the
Listing Rules as the whole of the issued share capital of the Purchaser is
currently held by individuals who are currently directors of Component and its
subsidiaries. Following completion, these directors will hold 75 per cent. of
the share capital in the Purchaser. An Extraordinary General Meeting for the
purpose of approving the terms of the Disposal is to be held on 30 March 2001.

Information on Component

Component is the holding company of four operating companies which procure and
distribute small industrial components and consumables to customers
predominantly in the manufacturing sector. The four operating companies are:

Component Logistics Limited ("CLL"), based at Ashton-under-Lyne near
Manchester, whose business is the procurement and supply of industrial
fasteners and other items on a "just-in-time" or direct line feed basis;

W.H. Fluidpower Limited ("WHF"), based at the Rossmore Industrial Estate,
Ellesmere Port, Wirral, Cheshire, whose business is the distribution of
hydraulic and pneumatic products including pipes, valves and connectors;

Mercia-Centaur Limited ("Mercia"), based at Tyburn Trading Estate, Erdington,
Birmingham whose business is the supply of industrial fasteners, small
handtools and industrial consumable items; and

Diss Fasteners Limited ("Diss"), based at Gilray Industrial Estate, Diss,
Norfolk, whose business is the procurement and supply of industrial fasteners
and other items on a "just-in-time" or direct line feed basis.

A summary of the recent trading record of Component and its subsidiaries, is
set out below.

                                                   Years ended 30 September

                                                         2000     1999     1998
                                                        #'000    #'000    #'000
Turnover                                               15,068    8,714    6,162
Operating profit                                          823      729      623

During the year to 30 September 2000, the approximate proportion of sales
attributable to each subsidiary and the average number of staff at each
subsidiary at 30 September 2000, was as follows:

                     Proportion of sales                 Number of staff

CLL                          73%                               24
WHF                          13%                               20
Mercia                       5%                                 9
Diss                         9%                                 8
Total                       100%                               61


As at 30 September 2000, the net assets of Component and its subsidiaries were
approximately #3,149,000.

Background to and reasons for the Disposal

It is anticipated that, following this transaction, the Group will concentrate
solely on its current information technology investments and activities and
will be seeking to extend their IT interests through the proposed transaction
with Integration Limited ("Integration") as set out in the announcement dated
29 November 2000. For this reason SEP is disposing of its industrial
components and engineering interests.

It is the intention of the Directors that proceeds from the sale of Component
will be used to offset SEP's current borrowings.

Principal terms and conditions of the Disposal

SEP has conditionally agreed to sell Component to Component Industries
Holdings Limited. The Component directors own, in aggregate, all of the equity
share capital of the Purchaser and following subscription by the Purchaser's
financiers becoming unconditional upon completion, they will together hold 75
per cent. of the Purchaser.

The shares in Component will be sold for a consideration of #4.45 million less
any intercompany debt outstanding at completion, which is expected to amount
to approximately #272,000. Of this amount #3.8 million, less the intercompany
debt, is payable in cash on completion and the remaining consideration of #
650,000 is to be satisfied by the issue of zero rated, unsecured 2005 loan
notes to SEP at completion.

The Disposal is conditional, inter alia, upon the approval of Shareholders,
and the financing arrangements of the Purchaser becoming unconditional in
accordance with their terms.

Financial effects of the Disposal

The net assets of Component and its subsidiaries as at 30 September 2000,
which was their financial year end, were approximately #3,149,000. This
includes tangible fixed assets of #290,000, current assets of #6,406,000 and
current liabilities of #3,546,000.

Based on the audited accounts for the year ended 30 September 2000, the
Disposal results in a decrease in turnover for SEP of approximately #
15,068,000 and a reduction in profit on ordinary activities before taxation of
#837,000. Component has traded profitably since that date.

After costs of the transaction estimated at #173,000 and after the Purchaser
has acquired cash balances of #428,000, the net cash proceeds of the sale are
expected to be #3,199,000.  In addition the Company will hold loan notes
issued by the Purchaser amounting to #650,000. This will result in a profit on
disposal before goodwill previously written off to reserves of #856,000.

Following completion of the Disposal the net cash proceeds will be applied to
clearing SEP's bank overdrafts. Surplus cash proceeds of the Disposal will be
placed on deposit for investment in the future activities of the Company.

Component is the most substantial trading subsidiary in the Group. Following
completion, SEP will have taken a significant step towards disposing of its
historic industrial components and engineering activities, allowing it to
focus on its IT investments and complete the reverse take-over of Integration
as set out in the announcement dated 29 November 2000.

Suspension of the Ordinary Shares and Preferred Ordinary Shares

The Ordinary Shares and Preferred Ordinary Shares are currently suspended from
trading on the Official List of the UK Listing Authority following the
Company's announcement of 29 November 2000 regarding, inter alia, talks with
Integration, which may lead to a reverse takeover.

The Company remains in negotiations with Integration and will seek to have the
suspension of the shares lifted following publication of the document to be
sent to Shareholders setting out details of that transaction. The Company will
update Shareholders in due course.

Extraordinary General Meeting

An EGM will be held at 10.00 a.m. on 30 March 2001 at the offices of Brown
Shipley, at Founders Court, Lothbury, London EC2R 7HE.  At the EGM an ordinary
resolution to approve the Disposal will be proposed.

For further information contact:-

Tony Caplin
Non-Executive Chairman
SEP                               0207 505 2330

Ruari McGirr
Brown Shipley & Co. Ltd           020 7282 3219

Adam Reynolds/Takki Sulaiman
Hansard Communications            020 7 735 9415
takki@hansardcommunications.com
www.hansardcommunications.com

Sep Inds. (LSE:SEH)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024

Sep Inds. (LSE:SEH)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024