LONDON, UK: Norish plc has signed a conditional agreement for the sale of its cold storage division to Nichirei Holding Holland B.V, a wholly owned subsidiary of Nichirei Logistics Group Inc. for a consideration of £65.706 million, a bourse filing said.
Following the settlement of indebtedness and the operation of a completion accounts mechanism in the Sale and Purchase Agreement, this will result in a consideration receivable by the Company of approximately £57.3 million.
In its preliminary results for 2020, the Company announced its intention to conduct a strategic review in relation to its cold store division and appointed Investec Corporate Finance to conduct a sale process which has culminated in the disposal.
The disposal constitutes a fundamental change of business of the Company for the purposes of Rule 15 of the AIM Rules and as such is conditional on shareholder approval. Accordingly, an Extraordinary General Meeting (EGM) is being convened for the purposes of passing the approval resolution.
A Circular convening the EGM will be posted to shareholders following this announcement. The EGM is scheduled to take place at 9:00 a.m. on 20 October 2021.
Norish’s cold storage division, which is the subject of the Disposal, is organized through the Cold Storage Group, being its wholly-owned subsidiary Norish (NI) Ltd and that company’s wholly-owned subsidiary Norish Ltd. The division currently operates from 6 strategically located sites and provides in excess of 47,500 racked temperature-controlled pallet spaces.
The division provides supply chain solutions for companies on a local, regional and national basis by way of storage including bonded storage, handling, freezing, de-vanning, picking and cross-docking.
The Disposal will result in the Group’s primary business changing from temperature-controlled storage to product sourcing, dairy farming and manufacture of value-add A2 dairy and functional nutrition products. For the year ended 31 December 2020 the cold storage division generated revenue of £14.6 million, profit after tax of £2.3 million and had net assets of £12.1 million.
The Disposal represents an opportunity for the Company to realize substantial cash proceeds and for Shareholders to participate in that cash realization. It is planned that approximately £50 million of the consideration received will be paid to shareholders by way of a return of capital, particulars of which will be announced in due course following completion of the Disposal. The balance of the proceeds of the Disposal will be retained for the payment of fees and exceptional charges arising from the transaction and for general corporate purposes of the Company and its subsidiaries.
Following the disposal, it is planned to change the name of the Company to Roebuck Food Group plc.
Norish plc share price
174.90 GBX+17.40 (11.05%)today
30 Sep, 9:57 am GMT+1 ·Disclaimer
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