Pz Cussons Regulatory News (PZC)

PZ Cussons

("PZ Cussons" or the "Group")

Proposed sale of Minerva and Luksja brand

PZ Cussons Plc, a leading international consumer products group, is pleased to announce that, in line with the Company's newly stated strategic direction, it has entered into agreements to sell its Greek food subsidiary Minerva and its Polish personal care brand Luksja.

Sale of Minerva

PZ Cussons has exchanged contracts for the sale of 100% of the share capital of its Greek subsidiary, Minerva S.A. Edible Oils and Food Enterprises ("Minerva") to Mirties Enterprises Company Limited, a company controlled by Diorama Investments SICAR SA ("Diorama"), a Luxembourg investment company, regulated by Luxembourg's Capital Markets Commission. Diorama has appointed Deca Investments AIFM ("Deca") as its external fund manager.

Minerva is being sold for a consideration of £41.0 million1 in cash, payable upon completion. Completion will occur upon draw down of funds by the purchaser from its financing bank which is expected within the next few weeks. The proceeds from the sale will be used to reduce existing debt in the business and drive focused investment in our core brands as part of the Group's new strategy to 'Focus, Scale and Accelerate'.

Founded in 1904, Minerva was the first company to sell branded packaged olive oil in Greece. Over a rich history spanning more than 115 years, Minerva has established itself as an iconic brand and holds leading positions in each of the olive oil, spreads, vinegar and cheese categories. Minerva's products are marketed under 10 well-known brands and the business has export activities across a number of countries.

The profits and gross assets attributable to Minerva are £0.5m2 and £53.6m3 respectively, as disclosed in Minerva's latest published local accounts for the 2018 financial year. PZ Cussons' results for the year ended 31 May 2019 included Minerva Sales and EBITDA of £44.1m and £3.3m respectively. The sale of Minerva would reduce the Group's FY19 PBT by c.£1.8m on a pro forma basis.

The sale of Minerva constitutes a class 2 transaction for the purposes of the UK Listing Rules. A further announcement regarding completion of the transaction will be made at the appropriate time.

Sale of Luksja

On 12 August, PZ Cussons also exchanged contracts for the sale of Polish personal care brand, Luksja, together with all associated inventory, to Athens based personal care company, Sarantis Group ("Sarantis"). PZ Cussons and Sarantis have also agreed to enter into a distribution agreement whereby Sarantis will distribute certain PZ Cussons' core brands (which include Carex, Original Source and Morning Fresh) in Poland and Central and Eastern Europe.

Completion of the transaction and commencement of the distribution agreement is subject to competition clearance being granted in relevant territories, including Poland. Following completion, PZ Cussons' on-the-ground operations in Poland will be wound down.

Alex Kanellis, CEO of PZ Cussons said:

"The proposed sale of Minerva and Luksja forms part of PZ Cussons' new strategy to 'Focus, Scale and Accelerate', announced along with our final FY19 results on 23 July 2019. We are streamlining the Group to focus investment on core Personal Care and Beauty brands to deliver higher margin earnings, in geographies that can scale, with the aim of returning the Group to sustainable, profitable growth. 

The sale of Minerva provides additional proceeds to continue to drive our strategy forward. Deca is an excellent partner for Minerva's future growth prospects and I would like to thank the Minerva team for their hard work and dedication during their time with us and wish them every success in the future.

Luksja is a great fit with Sarantis's portfolio and I would like to thank the Luksja team for their important contribution to the development of PZ Cussons Poland in recent years."

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Notes

1 Consideration translated from EUR to GBP at spot rate on 28 August of 1.10

2 Profits the subject of the transaction translated from EUR to GBP at the average rate between 01/06/2017 and 31/05/2018 of 1.1290

3 Gross Assets the subject of the transaction translated from EUR into GBP at the closing rate at 31/05/2018 of 1.1399