RFI Reflex Grp

RNS Number:4382I
Reflex Group PLC
13 August 2001


                 Reflex Group plc ("Reflex" or "the Company")

    Proposed Acquisition, Proposed Disposal and Proposed Migration to AIM


Introduction

The Board of Reflex are pleased to announce that a circular seeking
shareholder approval of the proposed acquisition, the proposed disposal (both
described below) and related matters will be posted to shareholders today.


Proposed Acquisition

As announced on 3 August 2001, Reflex signed a conditional agreement to
acquire the entire issued share capital of Fitness & Leisure Group (Holdings)
Limited ("FLG") for a consideration of approximately Stg#6.6 million which
will be satisfied through the issue of 88,646,876 ordinary shares in Reflex
(the "Acquisition").

The principal activity of FLG is the operation of fitness and leisure
facilities in the United Kingdom. FLG currently operates 23 facilities which
are specifically targeted at, and designed for, women over 40 years of age and
has developed its own range of motorcised exercise machines which are easy to
use and suitable for any level of fitness.

The Directors of Reflex believe that FLG is operating in a growth sector which
is expected to deliver enhanced shareholder value through organic growth in
both membership numbers and through the opening of new clubs.


Proposed Disposal

As announced on 3 August, 2001, Reflex signed a conditional agreement to
dispose of its operating subsidiary, First Rental Limited ("FRL") and certain
assets held by its subsidiary, Reflex Leasing Limited, for a total
consideration of Stg#3 million which will be satisfied thorough an initial
cash consideration of Stg#1.4 million and deferred consideration amounting to
Stg#1.6 million (the "Disposal"). Part of the deferred consideration will be
in the form of redeemable securities in the purchasing company and the balance
will be payable in cash.

The principal activity of FRL is the provision of fully commissioned data
processing facilities for short periods to the industrial and service sectors
in the UK and this, together with the business carried on by Reflex Leasing
Limited, comprises the only business carried on by the Reflex Group.

The proceeds from the disposal of FRL will be used by Reflex to fund FLG's
expansion plans.

Commenting on today's announcement, Mr Tony Kilduff, Chairman of Reflex, said:
"I am delighted to be in a position to put this proposed acquisition to
shareholders. FLG operates in a niche market and has exciting growth
prospects. FLG has an experienced management team and we look forward to
working together to enhance shareholder value. As announced on 9 August, 2001,
our existing business, FRL, has traded materially behind budget and I believe
that its disposal is in the best interest of shareholders."


Proposed Directors

The Board will be strengthened by the addition of the following new Directors
whose appointment is subject to shareholder approval and which, if approved,
will become effective on completion of the transactions.

Mr Paul May, currently the chief executive officer of FLG, will become Chief
Executive Officer and a Director of Reflex.

Mr Philip Daw, currently a non-executive director of FLG, will become a
non-executive Director of Reflex.

Mr Luke Johnson will become a non-executive Director of Reflex.

Given the level of experience that the proposed directors bring to the Board
of Reflex and acknowledging the fundamental change in the strategic direction
of the Company, Mr Beverley Ripley has decided to retire from the Board of
Reflex on completion.


Cancellation of listings and Admission to AIM

The Board believes that it is appropriate for the Company to cancel its
listing on the Official List of the Irish Stock Exchange and the Official List
maintained by the UK Listing Authority and to apply to have its shares
admitted to trading on the Alternative Investment Market ("AIM"). The Board
believes that AIM offers a degree of regulation that is more appropriate to a
company of Reflex's size.

Accordingly, an application will be made to the London Stock Exchange for the
Company's issued and to be issued share capital to be admitted to trading on
AIM and an application will be made to the Irish Stock Exchange and the UK
Listing Authority for Reflex's listing on the Official Lists to be cancelled.

The application to cancel the Company's listing on the Official Lists and the
application for admission to AIM are each conditional on completion of the
acquisition and the disposal and are expected to become effective on 10
September 2001, being the next business day following the EGM referred to
below.

Annual General Meeting ("AGM")

Notice of the AGM is being posted to Reflex's shareholders today and the AGM
will be held in Jurys Hotel, Ballsbridge, Dublin 4 at 10.00a.m. on 7
September, 2001.


Extraordinary General Meeting ("EGM")

Notice of an EGM is being posted to Reflex's shareholders today for the
purpose of considering and, if thought fit, passing resolutions relating to,
inter alia, the Acquisition and the Disposal. Resolutions will also be
proposed to, inter alia, increase the authorised share capital of the Company;
to allot securities as consideration for the Acquisition; to authorise the
limited disapplication of pre-emption rights, to adopt new Articles of
Association; to amend the objects clause of the Memorandum of Association, to
appoint Mr Paul May, Mr Philip Daw and Mr Luke Johnson as directors, and to
approve the adoption of a new executive share option scheme.

The EGM will be held at 10.05a.m. on 7 September 2001 (or as soon thereafter
as the AGM shall have been concluded or adjourned) at Jurys Hotel,
Ballsbridge, Dublin 4.

For further information :

Tony Kilduff

Chairman, Reflex Group plc

Tel: + 353 86 2414000

Des Carville

Director, Davy Corporate Finance

Tel: + 353 87 2456964



                                        END

Reflex Grp (LSE:RFI)
Historical Stock Chart
From Oct 2024 to Nov 2024

Reflex Grp (LSE:RFI)
Historical Stock Chart
From Nov 2023 to Nov 2024