ESR.L Regulatory News (ESR)

ENSOR HOLDINGS PLC - Disposal

PR Newswire

London, October 16

16 October 2015

Ensor Holdings plc (‘Ensor’ or the ‘Company’)

Disposal of Ensor Building Products Limited (‘EBP’)

Further to the announcement released on 27 May 2015 that the Company was in discussions relating to the sale of EBP, and the statement in the Annual Report and Accounts released on 10 June 2015 that the Company had reached an agreement to sell EBP to its management, the Company is pleased to announce that it has today signed a legally binding agreement to dispose of EBP.

Details of the transaction

The Company has agreed to sell the entire issued share capital of Ensor Building Products Limited, a distributor of roofing, drainage and speciality building products based in Lancashire.

As at 31 March 2015, EBP generated operating profits of £365,000 before exceptional and group charges. The net asset value of EBP as at 31 March 2015 was £1,029,000.

After an extensive sales process, the Company has agreed to sell EBP to a company controlled by Philip Brooke, the current Managing Director of EBP, for a total consideration of £1,441,000. £1,241,000 will be paid on completion, and the remaining £200,000 will be paid by 30 April 2016.

The disposal is in accordance with, and represents the successful start of, the Company’s previously announced policy of reviewing its strategic options in order to maximise value for shareholders, including exploring a potential sale of the Company. Depending upon the further progress of the review of strategic options it is presently the board’s ultimate intention to return cash to shareholders.

The strategic review and formal sale process is continuing and further announcements will be made in due course.

Related party

The sale of EBP to Philip Brooke is classified as a transaction with a related party for the purposes of the AIM Rules. In accordance, with the AIM Rules, therefore, the directors of the Company having consulted with the Company's nominated adviser, Westhouse Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

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