| LPA GROUP PLC | ||
| The Company has been notified that on 06 February 2008 John Goodger, a Non-Executive Director, purchased through his pension fund 25,000 ordinary shares of 10p each in the Company, at a price of 36 pence per share. Further to the purchase, John Goodger is beneficially interested in 126,540 ordinary shares, being 1.11% of the Company’s issued share capital.
For further information, please contact:
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Dealings by directors
Dealings by directors
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Appointment of director
| LPA GROUP PLC (“LPA” or “the Group”) |
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| Appointment of Per Staehr
LPA Group PLC (“LPA” or “the Group”), the manufacturer and distributor of lighting, power and electronics systems, is pleased to confirm the appointment of Mr. Per Staehr as a non-executive Director, with immediate effect. Mr. Staehr, aged 64, is a Danish national who has had a distinguished international career in the Rail, Shipping and Energy Industries.
Until 2004 he was successively Chief Executive Officer, Chairman and Chief Country Representative of Bombardier Transportation UK Limited. He is a director of Arrow Light Rail Limited, which is the concessionaire of the Nottingham Tram System, and Chairman of the Rail Media Group. He was previously Chairman of the Railway Industry Association.
Mr. Staehr is Chairman of A2SEA A/S, the leading European offshore wind farm installation and support contractor. He was previously President of Maersk Contractors, a global offshore drilling and contracting company. He is also a Director of Trico Marine Services Inc, a US quoted owner and operator of offshore service vessels.
He is Chairman of Daniamant Group, a Danish/UK designer and manufacturer of IMO/Solas Marine Emergency Lights and of Riegens Limited a designer and manufacturer of Lighting Solutions for retail projects.
A complete list of directorships is shown below.
Michael Rusch, Chairman, comments:
“I am delighted to welcome Per to our Board. He brings a wealth of experience, knowledge and contacts, which will be invaluable to the Group as we face the challenges before us.”
Current directorships/partnerships of Mr. Staehr:
Directorships/partnerships held by Mr. Staehr in the last 5 years:
There are no further disclosures to be made in respect of Mr. Staehr in relation to Schedule 2(g) of the AIM Rules.
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Potential sale of Saffron Walden site
LPA Group PLC (“LPA” or “the Group”) is a manufacturer and distributor of lighting, power and electronics systems.
In line with the Group’s strategy, as outlined in the Annual Report published on 24 January 2007, the board has been evaluating a possible sale of its freehold site at Saffron Walden, where there is potential to realise value for shareholders by relocating manufacturing activity and selling the site for residential re-development.
The board appointed King Sturge to advise on a fair value of the site and separately sought and received a conditional offer of £2.2m for the 1.4 acre site from a major house-builder. This offer is in excess of both the £0.5m book value and the £1.045m existing use value.
An initial assessment of the site by King Sturge suggests that a sale could realise a value in excess of the current offer. Given the potential profit from a site sale, King Sturge has been instructed to begin formally marketing the site and help identify suitable alternative premises to which to re-locate manufacturing activity.
Peter Pollock, Chief Executive, comments:
“We are committed to maximising shareholder value. Given the interest in the site and the significant potential profit that could be realised from a sale, and the current window of opportunity allowed by the previously indicated gap in our Saffron Walden programme, between the conclusion and recommencement of major rail project work, we are actively assessing the cost and other issues surrounding the relocation of activities from the site.”
| LPA Group plc Steven Brett, Finance Director Peter Pollock, Chief Executive
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Tel: 07881 626127 or 01799 512860 Tel: 01799 512844 |
| Landsbanki Securities (UK) Ltd Thilo Hoffman
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Tel: 020 7426 9000 |
| College Hill Gareth David |
Tel: 020 7457 2020 |
AIM Rule 26 compliant website and change of advisor name
| LPA Group PLC (“the Company”) | ||||||
| 16 August 2007 AIM Rule 26 compliant website and change of adviser name.
The Company today announces that the information required by Rule 26 of the AIM Rules for Companies (February 2007) is available within the “Investor information” section of the Company’s website at www.lpa-group.com.
The Company today also announces that, following its adviser’s change of name from Teather & Greenwood Limited to Landsbanki Securities (UK) Limited with effect from 9 August 2007, the name of the Company’s nominated adviser and broker has changed to Landsbanki Securities (UK) Limited.
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Total voting rights
| LPA Group PLC (“the Company”) |
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31 July 2007
Total Voting Rights
In conformity with the Transparency Directive’s transitional provision 6, the Company notifies the market of the following:
As at the date of this announcement, the Company’s issued share capital consists of 11,368,229 ordinary shares with a nominal value of 10 pence each (“Ordinary Shares”), with voting rights. The Company does not hold any Ordinary Shares in Treasury.
Therefore, the total number of Ordinary Shares with voting rights is 11,368,229.
The above figure of 11,368,229 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA’s Disclosure and Transparency Rules |
Dealings by directors
| LPA GROUP PLC |
| 31 JULY 2007
DEALINGS BY DIRECTORS
1) NAME OF COMPANY LPA GROUP PLC
2) NAME OF DIRECTOR PETER GLEN POLLOCK
3) Please state whether notification indicates that it is in respect of holding of the director named in 2 above or holding of that person’s spouse or children under the age of 18 or in respect of a non-beneficial interest DIRECTOR NAMED IN 2 ABOVE
4) Date of grant 31 JULY 2007
5) Period during which or date on which exercisable 31 JULY 2010 – 30 JULY 2017
6) Total amount paid (if any) for grant of the option N/A
7) Description of shares or debentures involved: class, number 540,000 ORDINARY SHARES OF 10P
8) Exercise price (if fixed at time of grant) or indication that grant is to be fixed at time of exercise 36P
9) Total number of shares or debentures over which options held following this notification 750,000
10) Any additional information N/A
11) Name of contact and telephone number for queries STEPHEN BRETT, COMPANY SECRETARY – 01799 512 860
12) Name and signature of authorised company official responsible for making this notification STEPHEN BRETT
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Dealings by directors
| LPA GROUP PLC |
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31 JULY 2007 DEALINGS BY DIRECTORS 1) NAME OF COMPANY LPA GROUP PLC 2) NAME OF DIRECTOR STEPHEN KENNETH BRETT 3) Please state whether notification indicates that it is in respect of holding of the director named in 2 above or holding of that person’s spouse or children under the age of 18 or in respect of a non-beneficial interest DIRECTOR NAMED IN 2 ABOVE 4) Date of grant 31 JULY 2007 5) Period during which or date on which exercisable 31 JULY 2010 – 30 JULY 2017 6) Total amount paid (if any) for grant of the option N/A 7) Description of shares or debentures involved: class, number 235,000 ORDINARY SHARES OF 10P 8) Exercise price (if fixed at time of grant) or indication that grant is to be fixed at time of exercise 36P 9) Total number of shares or debentures over which options held following this notification 500,000 10) Any additional information N/A 11) Name of contact and telephone number for queries STEPHEN BRETT, COMPANY SECRETARY – 01799 512 860 12) Name and signature of authorised company official responsible for making this notification STEPHEN BRETT Date of notification 31 JULY 2007 |
Dealings by directors
| LPA Group PLC |
| Directors Dealings
LPA Group PLC (“the Company”) has been notified today that on 13 July 2007 Peter Pollock, an Executive Director, transferred 40,000 Ordinary Shares in the Company at a price of 38p per Ordinary Share to his pension fund at James Hay Pension Trustees.
Mr. Pollock’s beneficial interest in the Company has not changed as a result of this transfer and remains as below:
Number of Ordinary Shares held 600,000
Interest in issued Ordinary Share capital 5.30% |
Total voting rights
| LPA Group PLC |
| 30 April 2007
LPA Group PLC (the ‘Company’)
Total Voting Rights
In conformity with the Transparency Directive’s transitional provision 6, the Company notifies the market of the following:
As at the date of this announcement, the Company’s issued share capital consists of 11,318,229 ordinary shares with a nominal value of 10 pence each (‘Ordinary Shares’), with voting rights. The Company does not hold any Ordinary Shares in Treasury.
Therefore, the total number of Ordinary Shares with voting rights is 11,318,229.
The above figure of 11,318,229 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA’s Disclosure and Transparency Rules. |
Issue of equity / dealings by directors
| LPA Group PLC | ||
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19 April 2007
Directors Dealings
LPA Group PLC (‘the Company’) has been notified that on 19 April 2007 Peter
Pollock, an Executive Director, exercised an option to purchase 330,000 new ordinary shares of 10p each in the Company (‘Ordinary Shares’) at an option price of 40 pence per Ordinary Share, as follows:
Number of Ordinary Shares acquired 330,000 Number of Ordinary Shares now held 600,000 Interest in revised issued Ordinary Share capital 5.30%
Application has been made for the new Ordinary Shares to be admitted to trading on AIM on or around 25 April 2007. The new Ordinary Shares will rank pari passu with the existing ordinary share capital of the Company and have been allotted and issued credited as fully paid.
Following the exercise of the options the revised number of issued Ordinary Shares is 11,318,229.
The Company has also received notification from Mr. Pollock that on the same day he transferred 220,000 Ordinary Shares in the Company at a price of 40p per Ordinary Share to his pension fund at James Hay Pension Trustees. Mr. Pollock’s beneficial interest in the Company has not changed as a result of this transfer.
For further information, please contact:
LPA Group PLC
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Dealings by directors
| LPA GROUP PLC (“LPA” or the “Group”) |
| 08 MARCH 2007
DEALINGS BY DIRECTORS
1) NAME OF COMPANY LPA GROUP PLC
2) NAME OF DIRECTOR STEPHEN KENNETH BRETT
3) Please state whether notification indicates that it is in respect of holding of the director named in 2 above or holding of that person’s spouse or children under the age of 18 or in respect of a non-beneficial interest DIRECTOR NAMED IN 2 ABOVE
4) Date of grant 07 MARCH 2007
5) Period during which or date on which exercisable 08 MARCH 2010 – 07 MARCH 2017
6) Total amount paid (if any) for grant of the option N/A
7) Description of shares or debentures involved: class, number 15,000 ORDINARY SHARES OF 10P
8) Exercise price (if fixed at time of grant) or indication that grant is to be fixed at time of exercise 39P
9) Total number of shares or debentures over which options held following this notification 265,000
10) Any additional information N/A
11) Name of contact and telephone number for queries STEPHEN BRETT, COMPANY SECRETARY – 01799 512 860
12) Name and signature of authorised company official responsible for making this notification
STEPHEN BRETT
Date of notification
08 MARCH 2007 END |
Dealings by directors
| LPA GROUP PLC (“LPA” or the “Group”) |
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8 MARCH 2007
DEALINGS BY DIRECTORS
1) NAME OF COMPANY LPA GROUP PLC
2) NAME OF DIRECTOR PETER GLEN POLLOCK
3) Please state whether notification indicates that it is in respect of holding of the director named in 2 above or holding of that person’s spouse or children under the age of 18 or in respect of a non-beneficial interest DIRECTOR NAMED IN 2 ABOVE
4) Date of grant 07 MARCH 2007
5) Period during which or date on which exercisable 08 MARCH 2010 – 07 MARCH 2017
6) Total amount paid (if any) for grant of the option N/A
7) Description of shares or debentures involved: class, number 35,000 ORDINARY SHARES OF 10P
8) Exercise price (if fixed at time of grant) or indication that grant is to be fixed at time of exercise 39P
9) Total number of shares or debentures over which options held following this notification 960,000
10) Any additional information N/A
11) Name of contact and telephone number for queries STEPHEN BRETT, COMPANY SECRETARY – 01799 512 860
12) Name and signature of authorised company official responsible for making this notification
STEPHEN BRETT
Date of notification
08 MARCH 2007 |
Trading update and AGM results
| LPA Group Plc (or ‘the Company’) | ||||
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26 February 2007
LPA Group PLC
Trading update and AGM results
LPA Group PLC, a manufacturer and distributor of lighting, power and electronics systems, announces a return to profits in the second half of the year to 30 September 2006 and strong start to the new financial year.
At today’s Annual General Meeting of LPA Group PLC, Michael Rusch, Chairman made the following comments: ‘I am pleased to confirm that the strong start the Group has made this year has continued and we are substantially ahead of last year and indeed of our own expectations for the current year to date.
‘While every unit across the Group has contributed to the progress thus far, LPA Haswell Engineers is enjoying strong current trading and in principle has agreed a two-year supply agreement with one of its larger customers worth approximately £3.0m, which should underpin its medium term future.
‘LPA Excil Electronics has received very important initial orders from French Railways and is tendering for several millions Euros of further orders for delivery over the coming years. ‘LPA Niphan will complete delivery of its first contract from Taiwan during March and is well placed to secure more orders from this new market. LPA-Channel Electric is progressing steadily.
‘Your board is united in its determination not to be distracted from its task of delivering progress in the current year despite the efforts of some shareholders to undermine the much improved performance.
‘The cost of protecting shareholders from unknowingly tendering their shares to Mr Perloff at an unacceptably low price has added about £50,000 of additional professional advisor’s costs in the year so far.
‘Your board looks towards a positive future. We know there are still issues to address and we are committed to that purpose. We look forward with confidence to steady progress.’
At the AGM today all the resolutions were passed, with the exception of resolutions 6 (to authorise the directors to allot shares for cash) and 7 (to authorise the company to make market purchases of its own shares) which did not secure the requisite 75% majority.
26 February 2007
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Notifiable interest
| LPA Group Plc (or ‘the Company’) |
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23 January 2007
Notifiable Interest
The Company received notification on the 22nd January from Andrew S. Perloff, that further to the 1,789,932 ordinary shares acquired under the Tender Offer, as announced on 17th November 2006, Mr Perloff isnow beneficially interested in 1,954,932 ordinary shares being 17.85% of the Company’s issued share capital. |
Total voting rights
| LPA Group Plc (or ‘the Company’) |
|
Total Voting Rights
In conformity with the Transparency Directive’s transitional provision 6, the Company notifies the market of the following:
As at the date of this announcement, the Company’s issued share capital consists of 10,953,229 ordinary shares with a nominal value of 10 pence each (“Ordinary Shares”), with voting rights. The Company does not hold any Ordinary Shares in Treasury.
Therefore, the total number of Ordinary Shares with voting rights is 10,953,229.
The above figure of 10,953,229 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA’s Disclosure and Transparency Rules.
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Trading update
| LPA Group PLC | ||||||
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05 December 2006
News Release
LPA wins electrical systems orders for Hitachi Ld high speed trains.
LPA Group PLC (‘LPA’), the AIM-listed electrical systems supplier, is delighted to announce that its subsidiaries, LPA Excil Electronics and LPA Niphan Systems have received orders to supply systems forHitachi Ld’s ‘Javelin’ Electric Multiple Unit High Speed Trains, which will serve the London Olympics and provide high speed commuter services to Kent from 2009.
LPA Excil, based near Leeds, will design and supply the saloon lighting for the trains and LPA Niphan will provide the power supply for the trains when they are stabled in the depots. In total, the contracts are worth £0.8m, with deliveries commencing during this financial year and continuing until 2008.
LPA will be announcing its results for the year ended 30th September 2006 next month.
Peter Pollock, LPA Chief Executive, comments:
‘These are important new orders and confirm LPA as a supplier to Hitachi Ld on this most prestigious project and follow our previous contract with Hitachi Ltd for the supply of lighting for the Sentosa monorail in Singapore.’
5 December 2006
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Result of Tender Offer
| LPA Group PLC | ||
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17 November 2006
Update on Tender Offer by Andrew Perloff
Andrew Perloff announces that the Tender Offer which was made by John East & Partners Limited on behalf of Andrew Perloff for up to 3,095,968 ordinary shares in the capital of LPA Group Plc at a price of 25 pence per share, closed at 1.00 p.m. on 16 November 2006.
Valid acceptances in respect of 1,789,932 ordinary shares were received, equivalent to 16.34 per cent. of the issued share capital of LPA Group Plc. In respect of 499,480 of the valid acceptances, John East & Partners Limited has waived certain defects in the tender of those shares.
Shareholders who have submitted valid acceptances with no defects will receive payment by 30 November 2006. Those shareholders that have submitted valid acceptances with defects will only receive payment once those defects have been rectified.
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Dealings by directors
| LPA GROUP PLC | ||||||
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13 November 2006
Purchase of Shares
On 10 November 2006, Peter Pollock purchased 20,000 ordinary shares of 10p each in the Company, at a price of 30p per share. Further to the purchase, Peter Pollock is beneficially interested in 270,000ordinary shares, being 2.47% of the Company’s issued share capital.
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Response to Tender Offer
| LPA Group PLC (“the Company”) | ||||||
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9 November 2006
LPA Group Plc has today written to shareholders with regard to the Tender Offer.
‘Dear Shareholder,
THE BOARD, WHICH HAS BEEN ADVISED BY TEATHER & GREENWOOD, UNANIMOUSLY RECOMMENDS THAT YOU REJECT THE TENDER OFFER
Introduction
In my letter to Shareholders of 31 October 2006, I advised you that on Thursday 26 October 2006 the Board received notice of the Tender Offer from Andrew Perloff for up to 3,095,968 Ordinary Shares at 25 pence per Ordinary Share. If the Tender Offer is accepted by the maximum number of Shareholders, Andrew Perloff will in aggregate control 29.9 per cent. of the Ordinary Shares, the maximum shareholding allowable under the City Code without making an offer for the whole of the issued share capital of the Company.
The Board believes that the Tender Offer is an opportunistic attempt to acquire a large shareholding in the Company at too low a price. The Directors believe the Tender Offer substantially undervalues the Group’s net assets as well as its trading prospects.
Net assets
Shareholders should be aware that in the interim statement published on 22 June 2006, the Group’s unaudited balance sheet as at 31 March 2006 showed net assets of £6.02 million, equating to 55.2 pence per Ordinary Share in issue at that date (1).
The Group’s net assets were made up of tangible assets (£2.74 million, equating to 25.2 pence per Ordinary Share), goodwill (£1.28 million, equating to 11.7 pence per Ordinary Share) and a pension fund surplus (£2.00 million, equating to 18.3 pence per Ordinary Share).
Property valuation
The Board has commissioned an independent valuation of the Group’s freehold properties as at 30 September 2006 which shows an increase in net book value, on an existing use basis, of £1.05 million, equivalent to an additional 9.6 pence per Ordinary Share. This valuation will be incorporated into the Group’s balance sheet as at 30 September 2006 (2).
This independent valuation does not include any potential uplift arising from the redevelopment of the Saffron Walden site for residential use. The Directors’ believe this uplift could be substantial. The Board intends to maximise this value over the next three years by continuing to migrate current activities away from the site and resolve site issues to enable it to be redeveloped.
Trading update
The Group’s financial year closed on 30 September and I undertook in my letter to Shareholders of 31 October 2006 to provide an update on the Group’s current trading and to provide further details of the Group’s forward order book.
Having suffered a loss in the first half of the last financial year, the Group returned to trading profitability in the second half, but expects to report a small loss for the year as a whole.
The current year has started strongly with sales and orders substantially ahead of the corresponding period last year. As previously reported the Group is highly operationally geared and therefore a modest increase in sales can have a significant effect on profits. The Group continues to have a number of exciting sales opportunities especially for its LED lighting technology. The order book currently stands in excess of £9 million, its highest level since 2001.
The Group has made a strong recovery from the extremely difficult situation which arose when Alstom, the Group’s largest customer at the time, ceased manufacture of new trains in the UK in 2002. The Group has enjoyed orders in excess of sales for four successive years. The Directors believe the Group can look forward to progress this year and strong growth over the next three years.
The Group’s strategy is to concentrate on the development of proprietary products using its know-how and reduce its dependence on rail vehicle projects. The Group is introducing a number of new products, to both existing and potential customers, including LED lighting and aircraft and infrastructure connectors.
Recommendation
The Board believes that the Tender Offer is an opportunistic attempt to acquire a large shareholding in the Company at too low a price. The Directors believe the Tender Offer substantially undervalues the Group’s net assets as well as its trading prospects.
The Board, which has been advised by Teather & Greenwood, unanimously recommends that you do not accept the Tender Offer. In providing its advice to the Board, Teather & Greenwood has taken into account the commercial assessments of the Directors.
Accordingly, the Directors unanimously recommend that all Shareholders reject the Tender Offer, as they have done in respect of their entire holdings of 1,169,540 Ordinary Shares (representing approximately 10.7 per cent. of the issued share capital of the Company) and strongly urges you to do the same.
Yours sincerely,
Michael Rusch
Notes
(1) As at the date of this document the issued share capital of the Company was 10,953,229 Ordinary Shares. The issued share capital of the Company as at 31 March 2006 was 10,903,229 Ordinary Shares which has been used in the calculations in the paragraph titled ‘Net assets’ above.
(2) The freehold interests in the property holdings of LPA were valued as at 30 September 2006 by N S Booton MA MRICS of King Sturge LLP, acting as an External Valuer. This is the first time that either King Sturge LLP or N S Booton MA MRICS have valued these properties for the company. The valuation was carried out in accordance with the requirements of the Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors. The valuation was prepared in accordance with the requirements of Financial Reporting Standard 15 (Tangible Fixed Assets). The three properties valued are all held freehold and valued using the Existing Use Value basis of valuation, assuming that the property would be sold as part of the business for continued use. The Valuer’s opinion of Existing Use Value was primarily derived using comparable recent market transactions on arms length terms.
Definitions
‘City Code’ – the City Code on Takeovers and Mergers ‘Directors’ or the ‘Board’ – the directors of LPA as set our at the head of this letter ‘LED’ – light emitting diode
‘LPA’ – the Company’ or the ‘Group’ LPA Group PLC ‘Ordinary Shares’ – issued ordinary shares of 10 pence each in the capital of the Company
‘Shareholders’ – holders of Ordinary Shares ‘Teather & Greenwood’ – Teather & Greenwood Limited ‘Tender offer’ – the tender offer by John East & Partners on behalf of Andrew Perloff for up to 3,095,968 Ordinary Shares, which was posted to Shareholders on 26 October 2006
‘John East & Partners’ – John East & Partners Limited |