NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM, ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
27 May
2015
Ensor Holdings plc (“Ensor” or
“Company”)
Strategic review and commencement of
Formal Sale Process
Ensor today announces that it is launching a review of strategic
options open to the Company to maximise value for shareholders
including a potential sale of the Company. The Company has
therefore decided to initiate discussions relating to a sale of the
Company under the framework of a "formal sale process” in
accordance with Note 2 on Rule 2.6 of the City Code on Takeover and
Mergers (the "Code"), under which the Board of Ensor (the "Board")
is able to have discussions with third parties interested in such a
transaction on a confidential basis.
The Company is currently in separate discussions in relation to
the disposal of Ensor Building Products Limited which if concluded
would allow the Company to increase its focus on physical security
products with strong cash flow from its packaging business.
Over the course of the last year significant progress has
been made within each of Ensor’s operating businesses, which was
reflected in the first half trading to 30 September 2014.
During that six month period, the Company reported a sales increase
of 11% to £17.0 million and an operating profit increase of 98% to
£1.46 million. The strength of the balance sheet also
improved with the minimal gearing reported at the half year now
having become net cash balances. Trading in the second half
of the financial year has continued in line with the Board’s
expectations and growing order books provide optimism for trading
prospects. The Company expects to announce preliminary results on
10 June 2015.
With this greater focus of the Company’s activities and stronger
financial position, the Board considers that now is an appropriate
time and it is in the best interests of the Company's shareholders
to seek to sell the Company by means of a formal sale process.
This process includes the possibility of an offer being made
for the Company although there can be no certainty that an offer
will be made. Whilst the Board believes that the Company has
a secure future as an independent business, the Board has taken
this decision in order to seek to unlock and crystallise value for
shareholders whilst safeguarding the interests of all
stakeholders.
The Company has appointed BDO LLP ("BDO") as financial adviser
to conduct the sale process. Parties with a potential interest in
making an offer for the Company should contact BDO (contact details
are set out below).
Any interested party will be required to enter into a
non-disclosure agreement with the Company on reasonable terms
satisfactory to the Board and on the same terms, in all material
respects, as the other interested parties, before being permitted
to participate in the process. Following execution of an
agreed non-disclosure agreement, the Company intends to provide
interested parties with information materials on the Company.
Following receipt of the materials, interested parties shall
be invited to submit proposals to the Company. Interested
parties who submit an acceptable proposal will be invited into the
next phase of the process.
The Board reserves the right to alter any aspect of the process
as outlined above or to terminate it at any time and will make
further announcements as appropriate. The Board reserves the
right to reject any approach or terminate discussions with any
interested party or participant at any time.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such
that any interested party participating in the formal sale process
will not be required to be publicly identified as a result of this
announcement (subject to note 3 to Rule 2.2 of the Code) and will
not be subject to the 28 day deadline referred to in Rule 2.6(a),
for so long as it is participating in the formal sale process.
Interested parties should note Rule 21.2 of the Code, which will
prohibit any form of inducement fee or other offer-related
arrangement, and that the Company has not requested any
dispensation from this prohibition under Note 2 of Rule 21.2,
although it reserves the right to do so in the future.
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7 of the Code and there can be no
certainty that any offers will be made as a result of the formal
sale process, that any sale will be concluded, nor as to the terms
on which any offer will be made.
Following this announcement, the Company is now considered to be
in an "offer period" as defined in the Code, and the dealing
disclosure requirements listed below will apply.
The Company will make a further announcement when
appropriate.
In accordance with Rule 2.10 of the Code, the Company confirms
that it has 29,895,976 ordinary shares of 10p each in issue and
admitted to trading on AIM under the UK ISIN GB0003186409.
Enquiries:
Ensor Holdings plc
Roger Harrison / Marcus
Chadwick Tel: +44 (0) 161
945 5953
BDO LLP (Financial Adviser)
John Stephan / Simon
Ling Tel:
+44 (0) 121 352 6200
Westhouse Securities (Nominated adviser and Broker)
Robert
Finlay Tel:
+44 (0) 20 7601 6100
Notes to editors
Ensor is a products and services group focused on the
manufacturing and supply of physical security products and
packaging. The group comprises stand-alone businesses located
on their own sites, trading nationally and internationally.
Physical security products
Ellard Limited is a market leader in the design, manufacture and
distribution of a wide range of electric drives and controls to
suit all types of industrial, commercial and domestic doors.
The company also offers a comprehensive range of gate and barrier
automation solutions.
OSA Door Parts Limited is a trade supplier and manufacturer of
energy saving industrial doors, steel hinged door sets and
insulated garage doors to meet all building regulation requirements
and fully compliant with European standards. The company has
a substantial market share in the UK.
Technocover Limited is a specialist designer, manufacturer and
installer of accredited physical security products used for the
protection of Critical National Infrastructure assets operated by
UK and European Utility Companies, including water, energy and
communications.
Packaging
Wood’s Packaging Limited provides specialist packaging
solutions, especially to the retail furniture industry, developing
its products in the UK and sourcing through the group’s
China office.
This announcement is not intended to,
and does not, constitute or form part of any offer, invitation or
the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Disclosure requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm
(London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on Website
A copy of this announcement will be made available at
http://www.ensor.co.uk/ no later than 12:00 noon (London time) on 28 May
2015 (being the business day following the date of this
announcement) in accordance with Rule 30.4 of the Code. The content
of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Ensor Holdings plc (as
financial adviser) and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than for Ensor Holdings plc for providing the
protections afforded to clients of BDO LLP nor for providing
advice in relation to the matters referred to in this
announcement.
The directors of Ensor accept responsibility for the information
contained in this announcement. To the best of their
knowledge and belief (having 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.