Reconstruction Capital II Ltd Investment in Orgachim (2709C)
April 12 2013 - 9:30AM
UK Regulatory
TIDMRC2
RNS Number : 2709C
Reconstruction Capital II Ltd
12 April 2013
12 April 2013
Reconstruction Capital II Limited
("RC2" or the "Company")
Investment in Orgachim
The Company announces that its 40% owned affiliate, Policolor
S.A., ("Policolor") a Romanian paints producer, which in turn has
an 82%-owned subsidiary in Bulgaria, Orgachim Jsc ("Orgachim")
which until 21 November 2012 was listed on the Bulgarian Stock
Exchange, has agreed to purchase a total of 45,253 Orgachim shares,
representing 9% of the share capital of the company, from Tidal
Wave Trading ("TWT") for an aggregate of EUR2.2 million in cash
(the "Transaction"). The Company has an option to purchase the
balance of 9% owned by TWT for the same consideration which is
exercisable at the discretion of Policolor depending on the
performance of Orgachim. The cash consideration was established
with reference to an independent valuation of Orgachim and
represents a value slightly below the purchase cost of the Orgachim
shares by TWT. Following the Transaction and the exercise by
Policolor of its option (the "Option"), TWT would have no interest
in Orgachim. The main objective of the Transaction and Option is
for Policolor to be able to fully control its subsidiary which is
crucial to its operations as it manufactures all the decorative
paints on its behalf. Furthermore, this would enable Policolor to
demerge Orgachim into three entities, reflecting its coatings,
resins and chemicals business lines, in order to prepare separate
exits from these businesses.
The original investment in Orgachim by TWT was intended to be a
temporary arrangement and was undertaken at a time when Policolor
was unable to fund the acquisition. As a result of the Transaction
and the exercise of the Option, Orgachim would become a wholly
owned subsidiary of Policolor.
Policolor is 60% owned by Reconstruction Capital Plc ("RC1") and
its subsidiary the Romanian Investment Fund Limited ("RIF"), and
TWT is a company owned and controlled by various parties related to
RCI, RIF and RC2, including RC2's directors Ion Florescu, Howard
Golden, Markus Winkler and Dirk Van den Broeck. The Transaction and
Option therefore constitutes a Related Party transaction under AIM
Rule 13.
The Independent Director (Mr. Robert Petch) considers, after
consultation with the Company's Nominated Adviser, that the terms
of the Transaction and Option are fair and reasonable in so far as
its shareholders are concerned.
For further information, please contact:
Reconstruction Capital II Limited
Ion Florescu / Anca Moraru
Tel: +44 (0) 207 244 0088/ +40 21 3167680
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett / David Hignell
Tel: +44 (0) 20 7383 5100
LCF Edmond de Rothschild Securities (Broker)
Hiroshi Funaki
Tel: +44 (0) 20 7845 5960
This information is provided by RNS
The company news service from the London Stock Exchange
END
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