| 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 |
Response to Tender Offer
Issue of equity
| LPA Group PLC (“the Company”) |
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LPA announces it has applied for 50,000 ordinary shares of 10p each to be admitted to trading on AIM. The shares were issued pursuant to the exercise of share options (at an option price of 13p).
These shares will rank pari passu with the existing ordinary shares of the Company. Following admission the share capital of the Company will be 10,953,229 ordinary shares. Dealings are expected to commence on 9 November 2006. |
Unsolicited Tender Offer
| LPA Group Plc (the ‘Company’) | ||||||
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1 November 2006
The following has been extracted from a letter sent to shareholders yesterday evening.
‘Unsolicited Tender Offer’
SHAREHOLDERS ADVISED TO TAKE NO ACTION
On Thursday, 26 October, your Board received notice of a tender offer from Andrew Perloff for up to 3,095,968 shares, representing 28.39% of our issued share capital, at 25p per share.
Your Board has had no direct contact with Mr Perloff or anyone connected with him. We are concerned that he is seeking to gain effective control of your company without launching a full offer for the company. Shareholders should note that the tender offer document, issued by his adviser, John East & Partners, on behalf of Mr Perloff, includes no mention whatsoever of the reasons behind this tender offer.
Shareholders should be aware that in the interim statement published on 22 June 2006, the unaudited balance sheet as at 31 March 2006 showed equity shareholders’ funds of £6.02 million, equating to 55.2p per share.
This figure does not take into account any uplift through the revaluation of our freehold property assets. Our 1.5 acre headquarters site at Saffron Walden, for example, is located in an area zoned for residential development and is believed by the Board to be worth substantially more than its current book value.
As announced in our formal response today to the tender offer, your Board will not be accepting in respect of its shareholdings, which total 1,169,540 shares(10.73% of the issued share capital).
The Group’s financial year closed on 30 September and your Board will be writing to you again shortly to update you on current trading, and to give you more details of our forward order book.
In the meantime, I strongly urge shareholders to follow our lead and to ignore this opportunistic tender offer.
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Tender Offer
| LPA Group Plc (the ‘Company’) |
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31 October 2006 LPA Group Plc (the ‘Company’) Tender Offer Document
The Board of LPA Group Plc note that John East and Partners acting on behalf Andrew Perloff have made a tender offer for up to 3,095,968 shares, or 28.39% of the issued share capital of the Group, at 25p per share.
Shareholders should be aware that in the interim statement published on 22 June 2006 the unaudited balance sheet as at 31st March 2006 showed Equity Shareholders’ Funds per share of 55.2p.
The Board of LPA Group Plc will not be accepting the tender offer in respect of their shareholdings which amount to 1,169,540 shares, or 10.73% of the issued share capital, and recommend that shareholderstake no action.
The Board will write to shareholders in the next few days to explain why they have rejected this tender offer in respect of their own holdings of shares in the Group and why shareholders should also not accept this tender offer. |