Autologic se sépare de Walon France.
Autologic se sépare de Walon France.
AutoLogic Holdings plc ("AutoLogic" or the "Company") PROPOSED DISPOSAL OF WALON FRANCE The Board of AutoLogic announces that the Company has entered into a conditional agreement for the sale of its subsidiary Walon France to existing members of the Walon France management team. Further details are set out in the attached detailed announcement. AutoLogic Chairman John Merry commented: "I am delighted that we have reached agreement with the Walon France management team for the sale to them of the French business. By selling the business to some of the management team, and continuing to keep a strong relationship with them, our view is that the business, its customers and employees will be better served. We look forward, subject to shareholder approval, to completing the transaction as soon as practicable." Enquiries Autologic: John Merry, Chairman 020 7420 0555 Philip Nuttall, Chief Executive (UK and Eire) Russell Brown, Group Finance Director Investors: Neville Harris IRFocus 020 7378 7057 Media: Nick Potter Anthony Parker 020 7457 2020 College Hill AutoLogic Holdings plc ("AutoLogic" or the "Company")
PROPOSED DISPOSAL OF WALON FRANCE 1. Introduction The Board of AutoLogic announces that the Company has entered into a conditional agreement for the disposal of the entire issued share capital of AutoLogic SNC, a wholly owned French subsidiary of the Company and the parent company of Walon France. The Purchasers are members of the management team of Walon France. The initial consideration is €12.0 million (£8.2 million) of which €10.0 million (£6.8 million) is payable in cash on Completion and €2.0 million (£1.4 million) is payable in cash not later than 31 December 2006. In addition to the initial consideration, deferred consideration of €8.0 million (£5.5 million) is payable in cash not later than the sixth anniversary of Completion and additional consideration may become payable in certain circumstances, largely dependent on the future success of Walon France. Further information in relation to the terms upon which the additional consideration will become payable will be included within the circular to be sent to Shareholders. The initial consideration and deferred consideration will, to the extent of €19.5 million (£13.3 million), be satisfied by the Purchasers procuring the repayment of existing inter-company debt. In view of the fact that Gilles Guinchard is one of the Purchasers and was until recently a director of the Company and, in addition, due to the size of Walon France as part of the AutoLogic Group, the Disposal is conditional, inter alia, upon the approval of Shareholders. A circular convening an Extraordinary General Meeting of Shareholders to approve the Disposal will be sent to Shareholders shortly after announcement of the Company's financial results for the year ended 31 December 2005. 2. Background to and Reasons for the Disposal The Company acquired Walon France as part of the acquisition of the Axial Group in May 2001. Since the acquisition of Walon France, trading conditions in the French finished vehicle logistics market have been particularly challenging. New vehicle registrations in France as a whole declined by 8.3% between 2001 and 2005 inclusive. Of particular note is that the major customers of Walon France significantly underperformed the market in terms of new vehicle registrations during this period. In addition, significant cost increases, especially in fuel, contributed to a sharp deterioration in the results of Walon France, which fell from a profit before tax of €3.2 million (£2.2 million) in the financial year preceding acquisition to a pre-tax loss of €8.8 million (£6.0 million) in the year ended 31 December 2004 under UK GAAP. In the light of this, the Board has concluded that it is in the best interests of the Company, the rest of the Autologic Group and the Shareholders that Walon France be disposed of. The Company's other businesses interests on the Continent, including its interest in Groupe CAT, are not included in the Disposal. Notwithstanding the Disposal, the Group's subsidiaries in the UK, Spain and Benelux will continue to work closely with Walon France, in particular in respect of support and service for mutual customer relationships. AutoLogic SNC is an indirect wholly owned subsidiary of the Company which presently holds the shares of Walon France, Global Automotive Logistics SAS ("GAL") and Acumen France SAS. Prior to Completion all assets of AutoLogic SNC, other than the shares in Walon France, will be transferred to another member of the AutoLogic Group. AutoLogic SNC is presently the head of Walon France's fiscal group and the Disposal is structured as a sale of AutoLogic SNC in order to preserve the existing Walon France fiscal group following the Disposal. 3. Information on Walon France Walon France provides national and international distribution services and technical services for new finished vehicles primarily to vehicle manufacturers and dealers based in France. For the year ended 31 December 2004, Walon France generated a pre-tax loss of € 8.8 million (£6.0 million) on turnover of €124.8 million (£85.0 million). The gross assets of Walon France as at 31 December 2004 under UK GAAP were €105.1 million (£74.2 million). AutoLogic SNC is the holding company of Walon France. AutoLogic SNC's only income and expenses relate to interest paid and received on intra-group borrowings. Accordingly, for the year ended 31 December 2004, AutoLogic SNC generated a pre-tax loss of €2.9 million (£2.0 million) but had no turnover. The gross assets of AutoLogic SNC as at 31 December 2004 under UK GAAP were €178.0 million (£125.6 million). As AutoLogic SNC currently holds certain assets in addition to the shares of Walon France, in particular the Group's 40% holding in GAL, it is proposed that AutoLogic SNC will be restructured prior to completion of the Disposal with a view to its gross assets immediately prior to the Disposal being €20.0 million (£13.6 million). 4. Information on the Purchasers The Purchasers are the following individuals: i. Gilles Guinchard, who is the President of Walon France and was a main board Director of AutoLogic Holdings plc from 1 July 2002 until 20 January 2006; ii. Jean-Maurice Pavion, who is the Finance Director of Walon France; iii. Dolores Hudo, who is the Human Resources Director and Company Secretary of Walon France; and iv. Graham Taffs, who is Commercial Director of Walon France. Gilles Guinchard has been a Director of the Company within the period of 12 months prior to Completion and consequently the Disposal is a Related Party Transaction under the Listing Rules and, as such, is conditional on approval by the Shareholders. 5. Additional Terms and Conditions of the Disposal Since Walon France was acquired in 2001, the Company has given a number of guarantees of its obligations. These guarantees relate to lease commitments undertaken by members of the Walon France Group in respect of certain key operating sites and vehicles used specifically for Walon France's major customers. The aggregate of the commitments under these leases to the end of the lease terms (which range from 2 to 18 years approximately) is approximately €112.7 million (£76.8 million). Although the Purchasers have undertaken to endeavour to procure the release of these guarantees in due course, it is anticipated that the guarantees will remain in place for the foreseeable future after Walon France ceases to be part of the AutoLogic Group. 6. Financial Effects of the Disposal The net cash proceeds arising from the Disposal are expected to be approximately £10.5 million (after estimated expenses of £1.4 million) and will be used to reduce general corporate borrowings. Of the £10.5 million, £4.2 million is receivable at Completion and a further £1.4 million no later than 31 December 2006. The Disposal is expected to be accretive to earnings per share in 2006 and will eliminate a major source of volatility from the future performance of the Group. 7. Current Trading On the 23 January 2006, the Company announced in its pre-close period trading update: "Trading across Europe continued to be challenging in the second half of 2005. However, new contract wins in the UK have helped to broadly maintain revenues, while a continued focus on cost reductions has helped to limit margin pressure. Results for 2005 are expected, therefore, to be in line with market expectations. Discussions continue with a view to extending or replacing the Group's existing banking facilities in advance of their expiry on 30 April 2006." Enquiries Autologic: John Merry, Chairman 020 7420 0555 Philip Nuttall, Chief Executive (UK and Eire) Russell Brown, Group Finance Director Investors: Neville Harris IRFocus 020 7378 7057 Media: Nick Potter Anthony Parker 020 7457 2020 College Hill END AUTOLOGIC HOLDINGS PLC
AutoLogic Holdings plc ("AutoLogic" or the "Company") PROPOSED DISPOSAL OF WALON FRANCE The Board of AutoLogic announces that the Company has entered into a conditional agreement for the sale of its subsidiary Walon France to existing members of the Walon France management team. Further details are set out in the attached detailed announcement. AutoLogic Chairman John Merry commented: "I am delighted that we have reached agreement with the Walon France management team for the sale to them of the French business. By selling the business to some of the management team, and continuing to keep a strong relationship with them, our view is that the business, its customers and employees will be better served. We look forward, subject to shareholder approval, to completing the transaction as soon as practicable." Enquiries Autologic: John Merry, Chairman 020 7420 0555 Philip Nuttall, Chief Executive (UK and Eire) Russell Brown, Group Finance Director Investors: Neville Harris IRFocus 020 7378 7057 Media: Nick Potter Anthony Parker 020 7457 2020 College Hill AutoLogic Holdings plc ("AutoLogic" or the "Company")
PROPOSED DISPOSAL OF WALON FRANCE 1. Introduction The Board of AutoLogic announces that the Company has entered into a conditional agreement for the disposal of the entire issued share capital of AutoLogic SNC, a wholly owned French subsidiary of the Company and the parent company of Walon France. The Purchasers are members of the management team of Walon France. The initial consideration is €12.0 million (£8.2 million) of which €10.0 million (£6.8 million) is payable in cash on Completion and €2.0 million (£1.4 million) is payable in cash not later than 31 December 2006. In addition to the initial consideration, deferred consideration of €8.0 million (£5.5 million) is payable in cash not later than the sixth anniversary of Completion and additional consideration may become payable in certain circumstances, largely dependent on the future success of Walon France. Further information in relation to the terms upon which the additional consideration will become payable will be included within the circular to be sent to Shareholders. The initial consideration and deferred consideration will, to the extent of €19.5 million (£13.3 million), be satisfied by the Purchasers procuring the repayment of existing inter-company debt. In view of the fact that Gilles Guinchard is one of the Purchasers and was until recently a director of the Company and, in addition, due to the size of Walon France as part of the AutoLogic Group, the Disposal is conditional, inter alia, upon the approval of Shareholders. A circular convening an Extraordinary General Meeting of Shareholders to approve the Disposal will be sent to Shareholders shortly after announcement of the Company's financial results for the year ended 31 December 2005. 2. Background to and Reasons for the Disposal The Company acquired Walon France as part of the acquisition of the Axial Group in May 2001. Since the acquisition of Walon France, trading conditions in the French finished vehicle logistics market have been particularly challenging. New vehicle registrations in France as a whole declined by 8.3% between 2001 and 2005 inclusive. Of particular note is that the major customers of Walon France significantly underperformed the market in terms of new vehicle registrations during this period. In addition, significant cost increases, especially in fuel, contributed to a sharp deterioration in the results of Walon France, which fell from a profit before tax of €3.2 million (£2.2 million) in the financial year preceding acquisition to a pre-tax loss of €8.8 million (£6.0 million) in the year ended 31 December 2004 under UK GAAP. In the light of this, the Board has concluded that it is in the best interests of the Company, the rest of the Autologic Group and the Shareholders that Walon France be disposed of. The Company's other businesses interests on the Continent, including its interest in Groupe CAT, are not included in the Disposal. Notwithstanding the Disposal, the Group's subsidiaries in the UK, Spain and Benelux will continue to work closely with Walon France, in particular in respect of support and service for mutual customer relationships. AutoLogic SNC is an indirect wholly owned subsidiary of the Company which presently holds the shares of Walon France, Global Automotive Logistics SAS ("GAL") and Acumen France SAS. Prior to Completion all assets of AutoLogic SNC, other than the shares in Walon France, will be transferred to another member of the AutoLogic Group. AutoLogic SNC is presently the head of Walon France's fiscal group and the Disposal is structured as a sale of AutoLogic SNC in order to preserve the existing Walon France fiscal group following the Disposal. 3. Information on Walon France Walon France provides national and international distribution services and technical services for new finished vehicles primarily to vehicle manufacturers and dealers based in France. For the year ended 31 December 2004, Walon France generated a pre-tax loss of € 8.8 million (£6.0 million) on turnover of €124.8 million (£85.0 million). The gross assets of Walon France as at 31 December 2004 under UK GAAP were €105.1 million (£74.2 million). AutoLogic SNC is the holding company of Walon France. AutoLogic SNC's only income and expenses relate to interest paid and received on intra-group borrowings. Accordingly, for the year ended 31 December 2004, AutoLogic SNC generated a pre-tax loss of €2.9 million (£2.0 million) but had no turnover. The gross assets of AutoLogic SNC as at 31 December 2004 under UK GAAP were €178.0 million (£125.6 million). As AutoLogic SNC currently holds certain assets in addition to the shares of Walon France, in particular the Group's 40% holding in GAL, it is proposed that AutoLogic SNC will be restructured prior to completion of the Disposal with a view to its gross assets immediately prior to the Disposal being €20.0 million (£13.6 million). 4. Information on the Purchasers The Purchasers are the following individuals: i. Gilles Guinchard, who is the President of Walon France and was a main board Director of AutoLogic Holdings plc from 1 July 2002 until 20 January 2006; ii. Jean-Maurice Pavion, who is the Finance Director of Walon France; iii. Dolores Hudo, who is the Human Resources Director and Company Secretary of Walon France; and iv. Graham Taffs, who is Commercial Director of Walon France. Gilles Guinchard has been a Director of the Company within the period of 12 months prior to Completion and consequently the Disposal is a Related Party Transaction under the Listing Rules and, as such, is conditional on approval by the Shareholders. 5. Additional Terms and Conditions of the Disposal Since Walon France was acquired in 2001, the Company has given a number of guarantees of its obligations. These guarantees relate to lease commitments undertaken by members of the Walon France Group in respect of certain key operating sites and vehicles used specifically for Walon France's major customers. The aggregate of the commitments under these leases to the end of the lease terms (which range from 2 to 18 years approximately) is approximately €112.7 million (£76.8 million). Although the Purchasers have undertaken to endeavour to procure the release of these guarantees in due course, it is anticipated that the guarantees will remain in place for the foreseeable future after Walon France ceases to be part of the AutoLogic Group. 6. Financial Effects of the Disposal The net cash proceeds arising from the Disposal are expected to be approximately £10.5 million (after estimated expenses of £1.4 million) and will be used to reduce general corporate borrowings. Of the £10.5 million, £4.2 million is receivable at Completion and a further £1.4 million no later than 31 December 2006. The Disposal is expected to be accretive to earnings per share in 2006 and will eliminate a major source of volatility from the future performance of the Group. 7. Current Trading On the 23 January 2006, the Company announced in its pre-close period trading update: "Trading across Europe continued to be challenging in the second half of 2005. However, new contract wins in the UK have helped to broadly maintain revenues, while a continued focus on cost reductions has helped to limit margin pressure. Results for 2005 are expected, therefore, to be in line with market expectations. Discussions continue with a view to extending or replacing the Group's existing banking facilities in advance of their expiry on 30 April 2006." Enquiries Autologic: John Merry, Chairman 020 7420 0555 Philip Nuttall, Chief Executive (UK and Eire) Russell Brown, Group Finance Director Investors: Neville Harris IRFocus 020 7378 7057 Media: Nick Potter Anthony Parker 020 7457 2020 College Hill END AUTOLOGIC HOLDINGS PLC