RNS No 8409a
CITY SITE ESTATES PLC
18th November 1998
Not for release, publication or distribution in or into the United
States of America, Canada, Japan, Australia, South Africa or the
Republic of Ireland.
RECOMMENDED CASH OFFER
by
ERNST & YOUNG
on behalf of
WOODVALE ESTATES LIMITED
for
THE ORDINARY SHARES OF CITY SITE ESTATES PLC
not already owned by Woodvale Estates Limited and Louis Goodman
Highlights
The Board of Woodvale Estates Limited ("Woodvale Estates") (which
comprises Louis Goodman and Richard Gilliland) and the Independent
Directors of City Site Estates plc ("City Site Estates") announce that
agreement has been reached on the terms of a recommended cash offer to
be made by Ernst & Young on behalf of Woodvale Estates for the whole of
the issued and to be issued ordinary share capital of City Site Estates
not already owned by Woodvale Estates and Louis Goodman, the managing
director of City Site Estates. Woodvale Estates is a private company
which is owned by Union Estates Limited ("Union Estates") which in turn
is owned by a Goodman family trust of which the beneficiaries are
members of the Goodman family. Louis Goodman is also managing director
of Woodvale Estates.
The Offer
* is on the basis of 26p cash for each Ordinary Share;
* represents a premium of approximately 44 per cent. to the price
for each Ordinary Share of City Site Estates on 17 November 1998 (the
last business day before this announcement);
* is equivalent to a premium of 9 per cent. when compared to the pro
forma net asset value per Ordinary Share at 31 March 1998 adjusted for
independent property valuations complying with Rule 29 of the City Code
on Takeovers and Mergers (the "City Code") as at 30 September 1998.
* values the entire ordinary share capital of City Site Estates at
approximately #4.37 million.
Background
The Board of Woodvale Estates believes that full acceptance of the
Offer will:
* enable Shareholders to realise their investment in City Site
Estates, without incurring dealing charges, at a price which represents
a premium of approximately 44 per cent. to the City Site Estates Share
price on 17 November 1998 of 18p, being the last business day before
this announcement;
* provide Shareholders with a means of realising their investment in
Ordinary Shares where, historically, levels of trading have been low;
* allow City Site Estates to streamline management to a more
appropriate level for a trading company of its size;
* in the event of City Site Estates delisting as proposed in
paragraph 8 below, remove from City Site Estates the regulatory burden
and costs of being a public listed company which is disproportionate in
relation to City Site Estates size.
Enquiries
* Woodvale Estates
Louis Goodman
Phone 0141 248 2534
* Hudson Sandler
Michael Sandler/Wendy Baker
Phone 0171 796 4133
This summary should be read in conjunction with the full text of the
following announcement. The formal Offer Document will be despatched by
Ernst & Young on behalf of Woodvale Estates as soon as possible.
Ernst & Young, which is authorised to carry on investment business by
the Institute of Chartered Accountants of England and Wales, is acting
for Woodvale Estates and no-one else in connection with the Offer and
will not be responsible to anyone other than Woodvale Estates for
providing the protections afforded to clients of Ernst & Young or for
giving advice in relation to the Offer. Notwithstanding the foregoing,
Ernst & Young confirms it has acted as reporting accountant to City
Site Estates in relation only to the pro forma statement of net assets
appearing in Appendix II of the following announcement.
Bell Lawrie Wise Speke (a division of Brewin Dolphin Securities
Limited), which is authorised by the Securities and Futures Authority,
is acting for the Independent Directors and City Site Estates and no-
one else in connection with the Offer and will not be responsible to
anyone other than the Independent Directors and City Site Estates for
providing the protections afforded to clients of Bell Lawrie Wise
Speke, nor for providing advice in relation to the Offer, the contents
of this document or any transaction or arrangement referred to herein.
The Offer is not being made directly or indirectly in or into the
United States, Canada, Japan, Australia, South Africa or the Republic
of Ireland or by the use of mail in whatever form, or by means or
instrumentality of interstate or foreign commerce, or any facility of a
national securities exchange, of the United States, Canada, Japan,
Australia, South Africa or the Republic of Ireland.
Responsibility
The directors of Woodvale Estates, Louis Goodman and Richard Gilliland
accept responsibility for the information contained in this
announcement other than that for which the Independent Directors and
the Board of City Site Estates accept responsibility as set out below.
To the best of the knowledge and belief of the directors of Woodvale
Estates (who have taken all reasonable care to ensure that such is the
case), the information for which they accept responsibility in this
announcement, is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Independent Directors, William W C Syson and Alan J Watt, accept
responsibility for the opinions of the Independent Directors relating
to the recommendation of the Offer as set out in this announcement. To
the best of the knowledge and belief of the Independent Directors (who
have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Board of City Site Estates, William W C Syson, Louis Goodman, Brian
W C McGhee, Alan J Watt and Stephen M Silver accept responsibility for
the information contained in this announcement relating to City Site
Estates and the directors of City Site Estates (other than Louis
Goodman). To the best of the knowledge and belief of the directors of
City Site Estates (who have taken all reasonable care to ensure that
such is the case), the information for which they accept responsibility
in this announcement, is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Not for release, publication or distribution in or into the United
States of America, Canada, Japan, Australia, South Africa or the
Republic of Ireland.
RECOMMENDED CASH OFFER
by
ERNST & YOUNG
on behalf of
WOODVALE ESTATES LIMITED
for
THE ORDINARY SHARES OF CITY SITE ESTATES PLC
not already owned by Woodvale Estates Limited and Louis Goodman
1. Introduction
The Board of Woodvale Estates (which comprises Louis Goodman and
Richard Gilliland) and the Independent Directors of City Site Estates
announce that agreement has been reached on the terms of a recommended
cash offer to be made by Ernst & Young on behalf of Woodvale Estates
for the whole of the issued and to be issued ordinary share capital of
City Site Estates not already owned by Woodvale Estates and Louis
Goodman, the managing director of City Site Estates. Woodvale Estates
is a private company which is owned by Union Estates which in turn is
owned by a Goodman family trust of which the beneficiaries are members
of the Goodman family. Louis Goodman is also managing director of
Woodvale Estates.
The Independent Directors, who have been so advised by Bell Lawrie Wise
Speke, recommend all City Site Estates Shareholders to accept the
Offer.
Louis Goodman has agreed with Woodvale Estates to transfer 3,584,160
Ordinary Shares to Woodvale Estates in exchange for 195,773 ordinary
shares and #465,940 loan stock in Woodvale Estates subject to the Offer
becoming unconditional in all respects.
Woodvale Estates currently owns or has contracted to purchase 4,499,460
Ordinary Shares, representing approximately 26.8 per cent. of City Site
Estates existing issued ordinary share capital, including the 3,584,160
Ordinary Shares as mentioned in the previous paragraph.
Kylebrae Limited ("Kylebrae"), a private company owned by Louis Goodman
and a member of his family currently owns 300,000 Ordinary Shares,
representing approximately 1.8 per cent. of City Site Estates existing
issued ordinary share capital. The Offer is being made to Kylebrae and
it has given an irrevocable undertaking to accept the Offer in respect
of its holding of Ordinary Shares. In the event of the Offer becoming
or being declared unconditional in all respects it is the intention of
the shareholders of Kylebrae to transfer their shares in Kylebrae to
Woodvale Estates by way of a share for share transfer.
Woodvale Estates has received additional irrevocable undertakings to
accept the Offer from William W C Syson, Alan J Watt, Brian W C McGhee
and Stephen M Silver, directors of City Site Estates and from Richard
Gilliland, a director of Woodvale Estates, in respect of, in aggregate,
204,850 Ordinary Shares, being all of the Ordinary Shares held by them,
representing approximately 1.2 per cent. of the existing issued
ordinary share capital of City Site Estates. Certain other City Site
Estates Shareholders are considered to be acting in concert with
Woodvale Estates for the purposes of the City Code and own 223,585
Ordinary Shares representing approximately 1.3 per cent. of City Site
Estates existing issued ordinary share capital. The intentions of those
City Site Estates Shareholders with regard to the Offer is not known.
All the irrevocable undertakings cease to be of effect in the event of
a higher offer.
On 17 November 1998, being the last business day prior to this
announcement, Woodvale Estates owns or has agreed to acquire or has
received irrevocable undertakings to accept the Offer in respect of in
aggregate 5,004,310 Ordinary Shares, representing approximately 29.8
per cent. of the existing issued ordinary share capital of City Site
Estates.
2. The Offer
On behalf of Woodvale Estates, Ernst & Young will offer to acquire all
of the issued and to be issued Ordinary Shares not already owned by it
and Louis Goodman on the following basis:
for each Ordinary Share: 26p in cash
The Offer values the entire issued ordinary share capital of City Site
Estates at approximately #4.37 million. The closing middle-market
price, was 18p per Ordinary Share on 17 November 1998, being the last
business day before this announcement.
The Offer extends to any Ordinary Shares which are unconditionally
allotted or issued prior to the date on which the Offer closes (or such
earlier date as Woodvale Estates may, subject to the City Code, decide)
as a result of:
* the exercise of existing options under the City Site Estates Share
Option Scheme; or
* the exercise of conversion rights available to holders of #1
Convertible Cumulative Redeemable Preference Shares of City Site
Estates ("Convertible Preference Shares") and holders of the 7 per
cent. Convertible Unsecured Loan Stock redeemable 2006 of City Site
Estates ("Convertible Unsecured Loan Stock").
Ernst & Young are satisfied that the resources available to Woodvale
Estates are sufficient to satisfy full acceptance of the Offer
assuming exercise of all outstanding options and conversion of all
Convertible Preference Shares and to procure that City Site Estates can
redeem the Convertible Unsecured Loan Stock at par (other than those
held by Woodvale Estates and Kylebrae and controlled by Louis Goodman).
Woodvale Estates, Kylebrae and Louis Goodman have confirmed that they
will not seek redemption at par of their Convertible Unsecured Loan
Stock in the event the Offer becomes or is declared unconditional in
all respects.
Full acceptance of the Offer assuming exercise of all outstanding
options and conversion of all Convertible Preference Shares and
Convertible Unsecured Loan Stock, other than those held by Woodvale
Estates and Kylebrae and controlled by Louis Goodman, would involve a
maximum cash payment of approximately #4.8 million. The consideration
payable under the Offer is fully supported by bank facilities provided
by the Bank of Scotland for that purpose. Woodvale Estates, Kylebrae
and Louis Goodman have confirmed that they will not convert any
Convertible Preference Shares or Convertible Unsecured Loan Stock held
by them in order to accept the Offer.
In the event of sufficient acceptances being received by it, Woodvale
Estates intends to apply the provisions of Sections 428 to 430F of the
Companies Act 1985 to acquire compulsorily any outstanding Ordinary
Shares to which the Offer relates.
3. Financial effect of acceptance of the Offer
The following table shows, for illustrative purposes only and on the
basis set out in the note below, the financial effects on capital value
of acceptance of the Offer of 26p cash for an accepting holder of one
Ordinary Share, if the Offer becomes or is declared unconditional in
all respects:
Offer
Notes p
Cash consideration 26
Market value of one City Site
Estates share (i) 18
------
This represents an increase of: 8
-------
This represents an increase of: 44%
-------
Note:
(i) The market value of Ordinary Shares is based on the closing middle
market price of 18p per Ordinary Share derived from the London Stock
Exchange Daily Official List for 17 November 1998, being the last
business day prior to the announcement of the Offer.
No ordinary dividend has been paid since March 1992 when an ordinary
dividend was paid in respect of the year ended 30 September 1991.
4. Information on City Site Estates
i. Financial Statements at 30 September 1997
In the financial year ended 30 September 1997, the City Site Estates
group achieved turnover of #10.2 million (1995/96: #11.1 million) and
profits before tax of #0.25 million (1995/96: profit #0.11 million).
Losses per Ordinary Share were 5.42p in 1996/97 (1995/96: earnings per
Ordinary Share 1.58p). No dividend was paid to ordinary shareholders in
respect of the two years ended 30 September 1997. Net assets as at 30
September 1997 were #24.0 million (1996: #24.5 million) represented by
Convertible Preference Shares with a book value of #18.9 million and
Ordinary Shares with a book value of #5.1 million.
ii. Interim results to 31 March 1998
The unaudited interim results for the half year ended 31 March 1998
stated that City Site Estates achieved turnover of #4.9 million
(1996/97: #5.4 million) and profit before tax of #0.95 million
(1996/97: #0.75 million). Operating profit for the half year ended 31
March 1998 was #3.9 million (1996/97 #4.5 million), approximately 14
per cent. less than the corresponding period of the previous year and
net operating profit (after adjusting for the effects of property sales
and purchases) was #4.5 million (1996/97 #4.6 million), approximately 2
per cent. less than the corresponding period of the previous year .
Earnings per Ordinary Share were 2.57p (1996/97: 0.68p). Net assets as
at 31 March 1998 were #22.1 million (1997: #25.1 million) represented
by Convertible Preference Shares with a book value of #15.8 million and
Ordinary Shares with a book value of #6.3 million.
iii. Property valuations at 30 September 1998
Independent valuations of City Site Estates' investment properties as
at 30 September 1998 have been prepared in accordance with Rule 29 of
the City Code. These valuations were carried out by independent valuers
Healey & Baker, DTZ Debenham Thorpe and Collyer Coxhead. A summary of
these valuations will be set out in the formal Offer Document.
iv. Pro forma net assets at 31 March 1998
Audited accounts for the year ended 30 September 1998 are not yet
available. As a result, a pro forma statement of net assets has been
prepared based on the unaudited interim statement of City Site Estates
at 31 March 1998, adjusted, inter alia, for the independent valuations
of the investment properties carried out as at 30 September 1998 as set
out in the notes to the pro forma statement. The net asset value per
Ordinary Share on a pro forma basis at 31 March 1998 would have been
23.9p. A note to the pro forma statement of net assets indicates that
no adjustment has been made for the cost of properties acquired in the
period between 31 March 1998 and 30 September 1998 or the valuation
deficit in respect of those properties based on independent valuations
as at 30 September 1998. The pro forma statement of net assets, on
which Ernst & Young has reported, is set out in Appendix II of this
announcement.
5. Information on Woodvale Estates and Union Estates
Woodvale Estates, a private company incorporated in Scotland on 26
January 1984, is a property investment company. The entire issued share
capital of Woodvale Estates is beneficially owned by Union Estates,
which in turn is owned by the Nathaniel Goodman Family Trust. On 11
November 1998 Louis Goodman contracted to transfer 3,584,160 Ordinary
Shares in City Site Estates (being all the Ordinary Shares held by him
beneficially) to Woodvale Estates in return for 195,773 ordinary shares
and #465,940 loan stock in Woodvale Estates. This values his Ordinary
Shares in City Site Estates at the same price as the Offer. The
transfer to Woodvale Estates will take place upon the Offer becoming or
being declared unconditional in all respects. After completion of the
transfer Louis Goodman will control 24.9 per cent. of the ordinary
share capital of Woodvale Estates with Union Estates controlling the
remaining 75.1 per cent.
As at 30 June 1997, the date of the last audited accounts of Woodvale
Estates, shareholder funds in Woodvale Estates were #1.9 million with
turnover of #0.6 million and profits before tax of #0.5 million.
Union Estates is a non-trading holding company and its only trading
asset is Woodvale Estates. Consolidated group accounts are not
prepared by Union Estates.
As at 30 June 1997, the date of the last audited accounts of Union
Estates, shareholder funds in Union Estates were #0.4 million.
6. Reasons for the Offer
The Board of Woodvale Estates believes that full acceptance of the
Offer will:
* enable Shareholders to realise their investment in City Site
Estates, without incurring dealing charges, at a price which represents
a premium of approximately 44 per cent. to the City Site Estates Share
price on 17 November 1998 of 18p, being the last business day before
this announcement;
* provide Shareholders with a means of realising their investment in
Ordinary Shares where, historically, levels of trading have been low;
* allow City Site Estates to streamline management to a more
appropriate level for a trading company of its size;
* in the event of City Site Estates delisting as proposed in
paragraph 8 below, remove from City Site Estates the regulatory burden
and costs of being a public listed company which is disproportionate in
relation to City Site Estates size.
7. Management and employees
The Board of Woodvale Estates has given assurances to the Independent
Directors that the existing employment rights, including pension
rights, of the employees of City Site Estates will be fully
safeguarded.
William W C Syson, Brian W C McGhee, Alan J Watt and Stephen M Silver
have agreed to resign as directors of City Site Estates if the Offer
becomes or is declared unconditional in all respects. Louis Goodman
will remain a director of City Site Estates. Richard Gilliland, who is
already finance director designate of City Site Estates, will become a
director if the Offer becomes or is declared unconditional in all
respects.
It is the intention of Woodvale Estates to continue City Site Estates
business of property investment.
8. Delisting
In the event of the Offer becoming or being declared unconditional in
all respects and more than 75 per cent. of the Ordinary Shares being
controlled by Woodvale Estates and those acting in concert with it,
Woodvale Estates intends that City Site Estates will apply for
cancellation of the listing of City Site Estates Ordinary Shares on the
Official List of the London Stock Exchange and that City Site Estates
re-registers as a private limited company under and subject to the
relevant provisions of the Companies Act 1985.
Woodvale Estates has been advised by the London Stock Exchange that in
the event of the delisting of City Site Estates Ordinary Shares, the
Convertible Preference Shares and the Convertible Unsecured Loan Stock
would also be delisted as no longer meeting the requirements of the
Listing Rules.
9. Woodvale Estates Concert Party
The following persons are regarded as being part of a concert party
with Woodvale Estates. They are the registered owners of the number of
shares shown opposite their names.
Name Number of Ordinary Shares in City Site Estates
Louis Goodman 3,584,160
Woodvale Estates 915,300
Kylebrae 300,000
Louis Goodman and Stephen M Silver and
J Wood (Nathaniel Goodman Family Trust) 126,660
Louis Goodman and Stephen M Silver and
J Wood (Nathaniel Goodman Family Trust) 53,900
The L&G Pension Fund 22,500
Richard Gilliland 20,500
Claudia Goodman 10,000
Nicholas Goodman 9,775
Leonie Goodman 750
The following members of the Woodvale Estates Concert Party have not
been made aware of the intention to make the Offer prior to this
announcement and accordingly their intentions with regard to the Offer
are not known. The Offer will extend to them.
Name Number of Ordinary Shares in City Site Estates
Louis Goodman and Stephen M Silver and
J Wood (Nathaniel Goodman Family Trust) 126,660
Louis Goodman and Stephen M Silver and
J Wood (Nathaniel Goodman Family Trust) 53,900
The L&G Pension Fund 22,500
Claudia Goodman 10,000
Nicholas Goodman 9,775
Leonie Goodman 750
10. General
The Offer will be on the condition contained in Appendix I to this
announcement and on those terms which will be set out in the formal
Offer Document and the Form of Acceptance and such further terms as may
be required to comply with the rules and regulations of the London
Stock Exchange and the provisions of the City Code.
The formal Offer Document will be despatched to City Site Estates
Shareholders by Ernst & Young as soon as possible.
The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
The Offer is not being made directly or indirectly in or into the
United States, Canada, Australia, Japan, South Africa or the Republic
of Ireland or by the use of the mails, or by means or instrumentality
of interstate or foreign commerce, or any facility of a national
securities exchange, of the United States, Canada, Japan, Australia,
South Africa or the Republic of Ireland. Accordingly, neither this
announcement, the formal Offer Document nor any accompanying documents
are being, and must not be, mailed or otherwise distributed or sent in,
into or from the United States, Canada, Japan, Australia, South Africa
or the Republic of Ireland and persons (including custodians, nominees
and trustees) receiving this document or the formal Offer Document
and/or any accompanying documents must not distribute or send them in,
into or from the United States, Canada, Japan, Australia, South Africa
or the Republic of Ireland.
Enquiries:
* Woodvale Estates
Louis Goodman
Phone 0141 248 2534
* Hudson Sandler
Michael Sandler/Wendy Baker
Phone 0171 796 4133
This announcement has been issued on behalf of the directors of
Woodvale Estates by Ernst & Young.
Ernst & Young, which is authorised to carry on investment business by
the Institute of Chartered Accountants of England and Wales, is acting
for Woodvale Estates and no-one else in connection with the Offer and
will not be responsible to anyone other than Woodvale Estates for
providing the protections afforded to clients of Ernst & Young or for
giving advice in relation to the Offer. Notwithstanding the foregoing,
Ernst & Young confirms it has acted as reporting accountant to City
Site Estates in relation only to the pro forma statement of net assets
appearing in Appendix II of this announcement.
Bell Lawrie Wise Speke (a division of Brewin Dolphin Securities
Limited), which is authorised by the Securities and Futures Authority,
is acting for the Independent Directors and City Site Estates and no-
one else in connection with the Offer and will not be responsible to
anyone other than the Independent Directors and City Site Estates for
providing the protections afforded to clients of Bell Lawrie Wise
Speke, nor for providing advice in relation to the Offer, the contents
of this document or any transaction or arrangement referred to herein.
The directors of Woodvale Estates, Louis Goodman and Richard Gilliland
accept responsibility for the information contained in this
announcement other than that for which Independent Directors and the
Board of City Site Estates accept responsibility as set out below. To
the best of the knowledge and belief of the directors of Woodvale
Estates (who have taken all reasonable care to ensure that such is the
case), the information for which they accept responsibility in this
announcement, is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Independent Directors, William W C Syson and Alan J Watt, accept
responsibility for the opinions of the Independent Directors relating
to the recommendation of the Offer as set out in this announcement. To
the best of the knowledge and belief of the Independent Directors (who
have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Board of City Site Estates, William W C Syson, Louis Goodman, Brian
W C McGhee, Alan J Watt and Stephen M Silver accept responsibility for
the information contained in this announcement relating to City Site
Estates and the directors of City Site Estates (other than Louis
Goodman). To the best of the knowledge and belief of the directors of
City Site Estates (who have taken all reasonable care to ensure that
such is the case), the information for which they accept responsibility
in this announcement, is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Appendix I - Condition of the Offer
The Offer is subject to the following condition:
1. Valid acceptances being received (and not, where permitted,
withdrawn) by, at the latest, 3 pm 21 days after the posting of the
Offer Document or such later time and/ or date as Woodvale Estates
may, subject to the rules of the City Code, decide, in respect of
that amount of the Ordinary Shares to which the Offer relates which
(when taken together with the Ordinary Shares already owned by it,
Louis Goodman and any person acting in concert with them) results
in Woodvale Estates having acquired or agreed to acquire, pursuant
to the Offer or otherwise, Ordinary Shares carrying in aggregate
more than 50% of the voting rights then normally exercisable at
general meetings of City Site Estates. For the purposes of this
condition Ordinary Shares which have been unconditionally allotted
shall be deemed to carry the voting rights which they will carry on
issue.
The Offer will lapse if the proposed acquisition of City Site
Estates by Woodvale Estates is referred to the Monopolies and
Mergers Commission before 3 pm 21 days after the posting of the
Offer Document or the date on which the Offer becomes or is
declared unconditional as to acceptances, whichever is the later.
In such a case, the Offer will cease to be capable of further
acceptance and accepting City Site Estates Shareholders and
Woodvale Estates will thereupon cease to be bound by Forms of
Acceptance submitted before the time when the Offer lapses.
Appendix II - City Site Estates pro forma statement of net assets
The following unaudited pro forma statement of the consolidated net
assets of City Site Estates has been prepared for illustrative purposes
only to reflect the effect of the property valuations which will be set
out in the Offer Document and which have been prepared in accordance
with Rule 29 of the City Code, as if they had been reflected in City
Site Estates' unaudited interim balance sheet at 31 March 1998 adjusted
in accordance with the notes set out below. Because of its nature,
this unaudited pro forma statement of net assets may not give a true
picture of the financial position of City Site Estates.
At 31 Pro forma
March Pro forma Statement of
1998 adjustments Net Assets
(Note 1) (Note 2)
#000 #000 #000
FIXED ASSETS
Tangible assets:
Investment properties 93,807 (2,299) 91,508
Other fixed assets 322 - 322
------ ------ ------
94,129 (2,299) 91,830
Investments 50 - 50
------ ------ ------
94.179 (2,299) 91,880
------ ------ ------
CURRENT ASSETS
Debtors: amounts falling due
within one year 1,444 - 1,444
Cash at bank and in hand 1,586 - 1,586
------ ------ ------
3,030 - 3,030
CREDITORS: amounts falling due
within one year (9,076) - (9,076)
------ ------ ------
NET CURRENT LIABILITIES (6,046) - (6,046)
------ ------ ------
TOTAL ASSETS LESS CURRENT
LIABILITIES 88,133 (2,299) 85,834
CREDITORS: amounts falling due
after more than one year
(including convertible debt) (66,056) - (66,056)
------ ------ ------
NET ASSETS 22,077 (2,299) 19,778
------ ------ ------
ANALYSIS OF SHAREHOLDERS' FUNDS
Equity shareholders' funds 6,310 (2,299) 4,011
Non-equity shareholders' funds 15,767 - 15,767
------ ------ ------
22,077 (2,299) 19,778
------ ------ ------
NET ASSET VALUE PER ORDINARY SHARE 37.5p 23.9p
------ ------
Notes to the pro forma statement of net assets
The pro forma statement of net assets has been prepared on the
following basis:
1. The balance sheet of City Site Estates has been extracted from the
unaudited interim statement at 31 March 1998 of City Site Estates.
2. The valuation adjustment relates solely to properties held at 31
March 1998 and reflects, in the case of properties sold in the
period since 31 March 1998, the gain or loss based on the net
disposal proceeds received or receivable and, in the case of
properties still held, the valuation surplus or deficit based on
valuations performed as at 30 September 1998 as follows:
(a) the valuation of certain properties, in respect of which
unconditional sale missives have been concluded, is based on
the proceeds from sale of #6.75 million (net of estimated
expenses);
(b) the valuation of one property is based on a directors'
valuation of #0.2 million; and
(c) the valuation of all other properties is based on
independent valuations performed by independent valuers Healey
& Baker, DTZ Debenham Thorpe and Collyer Coxhead.
In computing the gain or loss on disposals and the valuation
surplus or deficit above, account has been taken of expenditure on
the above properties in the period since 31 March 1998.
3. No adjustments have been made to reflect the effects of trading of
City Site Estates since 31 March 1998.
4. No account has been taken of any adjustments that may be required
to be made to the assets and liabilities of City Site Estates as a
result of the proposed acquisition by Woodvale Estates, or to
provide for the costs of the Offer.
Further note for information only
5. No adjustment has been made for the cost of properties acquired in
the period between 31 March 1998 and 30 September 1998, or for the
valuation deficit in respect of these properties of #152,000 based
on directors' valuations performed as at 30 September 1998. The
valuation deficit of #152,000 would represent a further reduction
of 0.9p in the pro forma net asset value per Ordinary Share. This
reduction has not been reflected in the pro forma net asset value
per Ordinary Share.
END
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