Disposal/Notice of EGM
February 23 2001 - 2:00AM
UK Regulatory
RNS Number:3962Z
Riceman Insurance Investments PLC
22 February 2001
RICEMAN INSURANCE INVESTMENTS PLC ( 'RICEMAN ' OR THE
'COMPANY ')
Proposed disposal of entire issued share capital of Riceman
Investments Limited ( 'RIL ')
Notice of Extraordinary General Meeting
Introduction
The Board of Riceman (the 'Board ') is today pleased to
announce that it has conditionally agreed to dispose of the
entire issued share capital of Riceman Investments Limited,
the Company's wholly-owned subsidiary, for a total
consideration of US dollar300,000 receivable in cash ( the '
Disposal ').
Due to the fact that the Company is selling its entire
operating business, the Directors believe that it is
appropriate to seek shareholder approval for the Disposal and
completion of the Disposal has been made conditional upon the
approval of Riceman Shareholders at the Extraordinary General
Meeting to be held on 13 March 2001. A circular has been sent
to Riceman Shareholders today.
Reasons for the Disposal
As explained in the Group's interim report issued on 30
November 2000, the Group has been trading at a loss for some
time despite continuing successful efforts to reduce
overheads. Business activity in the territories in which the
Group's investments are operating has been extremely
challenging in difficult economic conditions.
As a consequence, the Board has been considering for some
time various options which might enhance value for Riceman
Shareholders. The Board believes that the best way to achieve
this is for the Company to dispose of the Group's existing
business activities currently operated by RIL by means of the
Disposal. The Company will then be in a position to pursue
the development of the Company through acquisitions in areas
unrelated to insurance which may provide opportunities to
enhance value for Riceman Shareholders.
Information on Riceman
The principal activity of the Group is the establishment and
management of insurance companies in the former Soviet Union,
and the Group has a minority interest in five insurance
companies based in the former Soviet Union.
Information on the Purchaser
TB Investco Limited, a company registered in England and
Wales, is jointly owned by David Porter ACII and Jeremy
Leggett. The Purchaser is a newly incorporated company
formed for the purpose of purchasing RIL.
Principal terms of the Disposal
The Company has today entered into a conditional agreement to
dispose of the whole of the issued share capital of RIL to
the Purchaser (the 'Disposal Agreement '). The
consideration for the Disposal is US dollar300,000 receivable
in cash on completion of the Disposal.
Completion of the Disposal is conditional on the approval of
Riceman Shareholders of the Disposal and the terms of the
Disposal Agreement at the EGM.
Current trading and prospects
In the audited results for the year ended 31 January, 2000,
the Group generated an operating loss of ster282,503 and a
loss before tax of ster252,124 from turnover of ster317,048.
For the six month period ended 31 July, 2000, the Group
incurred an unaudited pre-tax loss of ster125,247 against a
loss of ster182,491 for the corresponding period in 1999.
Overheads continued to be reduced during this period.
All turnover in the first six months of 2000 arose from small
to medium sized businesses and had it not been for the
problems faced by Anglo-Azerbaijan Insurance Company,
turnover would have exceeded the corresponding period in
1999.
Since 31 July, 2000 the Group has continued sustaining
further losses, thereby depleting its limited available
capital. The present low income base cannot justify the
still high levels of fixed overheads.
Financial effects of the Disposal
Based on the unaudited management accounts of RIL and its
principal operating subsidiary, Riceman Underwriters Limited
( 'RUL '), as at 30th November, 2000, the latest date to
which management accounts have been prepared, the combined
net assets of RIL and RUL at that date (after writing back
amounts due to the Company) are estimated to amount to
approximately ster385,000.
The consideration for the Disposal of US dollar300,000
(representing approximately ster207,000 at the exchange rate
prevailing at 21 February, 2001, being the latest practicable
date prior to the date of the circular) will therefore give
rise to a loss on disposal in the Group's accounts of
approximately ster178,000.
The Group following the Disposal
RIL comprises the only operating business currently within
the Group. Following the Disposal, the Company will cease to
have any operating activities and its only assets will
consist of approximately ster360,000 in cash (including the
net proceeds of the Disposal but before expenses of the
transaction), and the overheads of the Company will be
significantly reduced.
Contact: Kamran Amin, Riceman on: 020 7481 1600
Roland Cornish, Beaumont Cornish Limited on:
020 7628 3396
Note:
The circular to Shareholders was posted on 22 February 2001
and is available, free of charge, from the offices of
Beaumont Cornish Limited, Georgian House, 63 Coleman Street,
London EC2R 5BB.
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