15 Mar 2011 07:28
15 MARCH 2011
MBL GROUP PLC
("MBL" or "the Group")
MORRISONS CONTRACTS TERMINATION
The Board of MBL Group plc ("Board") announces that it has received formal notification from its major customer, Wm Morrisons Supermarket plc ("Morrisons"), of the termination of its two existing supply agreements with MBL. The final termination date of the agreements will be 14 September 2011. In the financial year ended 31 March 2010, approximately 78% of MBL turnover related to sales to Morrisons.
The notification is a significant disappointment to MBL which has had a successful long-term commercial relationship with Morrisons for 14 years. The Board of MBL had been in negotiations with Morrisons for several months regarding a future commercial relationship but have also been notified that they have been unsuccessful in securing the third party logistics service tender. As previously announced Morrisons had decided to move away from the existing full supply arrangements provided by MBL. The announcement will necessitate a significant downsizing of our operations and with regret the resultant loss of employment for many of our employees. We are commencing discussions with Morrisons and the new service provider regarding those employees who will be in scope for TUPE (Transfer of Undertakings (Protection of Employment) Regulations) at the end of the agreements.
Negotiations are also continuing regarding the stock balances which MBL has purchased in support of the existing agreements and which represent a high proportion of the total stock balances of the Group. The Board will update investors as soon as the financial commitment has been agreed with Morrisons.
The Board is also announcing that KPMG Corporate Finance is to be appointed to seek a suitable purchaser for the Group. As such this may or may not result in an offer for the entire issued share capital of MBL, though there can be no certainty that any offer will be forthcoming. The Board will update shareholders in respect of this process as soon as it is appropriate to do so.
Accordingly, under the rules of the Takeover Code, MBL is now in an offer period. MBL confirms, pursuant to Rule 2.10 of the Takeover Code, that its issued share capital as at 15 March 2011 comprised 17,296,080 ordinary shares of 75 pence each. The shares are traded on AIM under ISIN GB00B0W48T45.
Further to the announcement made on 31 January 2011, the Board would like to confirm that Steven Walsh-Hill will be leaving the business by mutual agreement with immediate effect. This is due to being unable to reach agreement on the terms of Mr Walsh-Hill's appointment.
Enquiries:
MBL GROUP PLC Tel: 0161 767 162
Peter Cowgill, Chairman
BISHOPSGATE COMMUNICATIONS LIMITED Tel: 020 7562 3350
Duncan McCormick, Deepali Schneider, Natalie Quinn
mbl@bishopsgatecommunications.com
BREWIN DOLPHIN LIMITED Tel: 0845 213 4729
Mark Brady, Sean Wyndham-Quin
KPMG Corporate Finance Tel: 0161 2464548
Chris Belsham
KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated by the Financial Services Authority for investment business activities, is acting for the Group as financial adviser in relation to the possible offer for the Group and is not acting for any other person in relation to such possible offer for the Group. KPMG Corporate Finance will not be responsible to anyone other than Group for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or any possible offer for the Group or arrangement referred to herein.Disclosure requirements of the Takeover Code (the "Code")Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.