United Overseas Grp - Acquisition Completed, etc
September 02 1998 - 8:18AM
UK Regulatory
RNS No 3596q
UNITED OVERSEAS GROUP PLC
2nd September 1998
Completion of #16.2 million Dutch acquisition;
Board appointment
United Overseas Group plc ("the Company"), Europe's largest distributor of
excess inventories of branded consumer products - toiletries, cosmetics, toys,
games, household goods and sports goods - to retail and wholesale customers, has
today completed the acquisition of Intertrading Agencies Boersema Beheer BV
("Intertrading"). Based in Rotterdam, Intertrading is a distributor of consumer
goods, primarily excess inventories of branded toiletries and cosmetics. Full
details of the acquisition were set out in a circular sent to shareholders on 21
April 1998 ("the Circular"). The transaction was approved at an extraordinary
general meeting of shareholders held on 22 May 1998 ("the EGM"). As described
in the Circular the interval between exchange of contracts and completion of the
acquisition was agreed in order to permit the orderly integration of
Intertrading into the Group.
Eppe Boerserma, aged 41, the managing director and proprietor of Intertrading,
has been appointed to the board of the Company and has entered into a service
agreement with the Company as described in the Circular. Mr Boersema has
notified the Company of his interest in 15,871,939 Ordinary Shares of 10p each
of the Company (11.3 per cent of the enlarged issued share capital), being the
shares issued as partial consideration for the acquisition of Intertrading
("the Consideration Shares"). Dealings in the Consideration Shares commenced
today. The Consideration Shares rank pari passu with the existing Ordinary
Shares and rank in full, for all dividends or other distributions declared made
or paid after the date hereof, other than any interim dividend declared in
respect of the six months ended 30 June 1998. Mr Boersema has agreed for a
period of three years, subject to certain limited exceptions, not to sell or
otherwise dispose of the Consideration Shares.
The Consideration Shares were issued at a price of 74p per share, being the
closing middle market price on 1 September 1998. Taking into account the cash
consideration of NLG 14,686,278 (at the exchange rate on completion of #1 =
NLG 3.3129), the aggregate consolation for the acquisition of Intertrading
amounts to #16,178,293. As specified in the acquisition agreement the Group
also procured the repayment of intercompany indebtedness of NLG 1,157,000
(#349,241) on completion.
The special resolution passed at the EGM increasing the authorised capital of
the Company from #16,300,000 to #20,000,000 has become effective with completion
of the acquisition.
Press enquiries:
Terry Balkham, Group Finance Director 01733 362300
United Overseas Choup plc
John Webb, Marshall Securities Limited 0171 490 3788
END
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