Tissue Regenix Group Regulatory News (TRX)

3 Jul 2006 07:02

Torex Retail PLC03 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 3 July 2006 Torex Retail Plc ("Torex Retail" or "the Group") £50 million Acquisition of Retail-J Limited Launch of £65 million convertible bonds Torex Retail, an international market leader in the provision of innovativeretail IT systems, is pleased to announce that it has entered into an agreementto acquire Retail-J Limited ("Retail-J"), a provider of electronic point ofsales ("EPoS") software products to the UK retail industry for a totalconsideration of £50 million. The consideration will consist of £40 million incash and £10 million in Torex Retail shares to be issued at 80 pence, anapproximately 16% premium to Torex Retail's closing market price of 69.25 penceon Friday 30 June 2006. Torex Retail also announces that it has issued £65 million convertible bonds(the "Bonds") in a private placement managed by Jefferies International Limitedacting as sole book runner. The Bonds will be issued by Torex Retail (Jersey)Limited and guaranteed by Torex Retail. The proceeds of the issue will be usedfor the acquisition of Retail-J, repayment of senior debt facilities and forgeneral corporate purposes. - Since Retail-J was launched in May 2002, 28 UK retailers havedeployed or are implementing its software: representing over 3,200 stores and13,500 EPoS terminals with a further 19,000 EPoS and 2,400 stores undergoingimplementation. - Major blue chip retail customers include Selfridges, B&Q, FrenchConnection UK, Bhs, Specsavers, Monsoon, Harrods, TieRack and Vodafone. - Acquisition meets with Torex Retail's stated strategy of building aleading global supplier of retail systems through strategic acquisitions andorganic growth. - Retail-J's products are highly complementary to Torex Retail's Javaproduct (Lucas). - The acquisition is anticipated to be earnings neutral for the Group'sfinancial year to December 2006 with a stronger and positive impact on earningsin 2007. - Retail-J's Managing Director Mike Carrell to join Torex Retail Boardas Chief Technology Officer. Commenting on the acquisition of Retail-J Chris Moore, Executive Chairman ofTorex Retail said: "The acquisition of Retail-J brings together what we believe to be the best EPoSand store system for the UK market with the substantial resources, reach andcapabilities of Torex Retail. We intend to leverage the Retail-J Java Centre ofExcellence emphasising the Group's commitment to research and development, whichwill see continued investment in the Retail-J product suite and relatedapplications, while offering our customers a range of innovative new products. Retail-J's products are complementary to Torex Retail's Lucas Java product whichhas been implemented in numerous countries throughout Europe, the Far East andin North America. The Group anticipates that Lucas will remain the focal EPoSsolution for Torex Retail's European customers while Retail-J's solution willbecome the key product for the UK market. In addition, I am delighted to welcome the Retail-J team to Torex Retail, and inparticular, Mike Carrell to our Board. We now have a world class productportfolio spanning general retail, food, petroleum & convenience andhospitality. This deal completes our platform for growth and no furtheracquisitions will be made in 2006." Managing Director of Retail-J, Mike Carrell said: "We are very excited to become part of the Torex Retail group. Retail-J hasproven itself to be a provider of truly flexible store systems, acquiring 28major UK customers in the last 4 years. We are determined that this willcontinue and with the global presence of Torex Retail behind us, we can now takeour products in to many new territories and sectors." Torex Retail management will be holding a conference call for UK analysts andinstitutional investors at 9.30am (UK time) this morning. Participants are todial: +44 (0)20 7138 0818. Please note that private investors will not be allowed to participate. For further information please contact: Torex Retail +44 (0) 870 300 6061Chris Moore, Executive ChairmanMark Pearman, Finance Director Jefferies International LimitedCapital Markets +44 (0) 20 7618 3500Cliff Siegel, Managing DirectorCiaran Flynn, Director Corporate Finance +44 (0) 20 7968 8000Sarah McNicholas, Director Citigate Dewe Rogerson +44 (0) 20 7638 9571Ginny Pulbrook Executive DirectorSebastian Hoyle, Associate Director NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 3 July 2006 Torex Retail Plc ("Torex Retail" or "the Group") Acquisition of Retail-J Limited Placement of £65 million convertible bonds Torex Retail, an international market leader in the provision of innovativeretail IT systems, is pleased to announce that it has entered into an agreementto acquire Retail-J Limited ("Retail-J"), a provider of software products to theUK retail industry for a consideration of £50 million. The consideration willconsist of £40 million in cash and £10 million of new Torex Retail shares to beissued at 80 pence, a 16% premium to Torex Retail's closing market price of69.25 pence on Friday 30 June 2006. Torex Retail also announces that it has issued £65 million convertible bonds(the "Bonds") in a private placement managed by Jefferies International Limited("Jefferies") acting as sole book runner. The Bonds will be issued by TorexRetail (Jersey) Limited and guaranteed by Torex Retail. The proceeds of theissue will be used to fund the acquisition of Retail-J, repayment of senior debtfacilities and for general corporate purposes. About Retail-J Retail-J is one of the UK's leading providers of software solutions forElectronic Point of Sales ("EPoS") with a integrated EPoS and back officesoftware solution. The strength of Retail-J's product suite has allowed it tocompete successfully against larger, more established EPoS providers and createa blue-chip customer base. Retail-J is primarily a software development businessand makes the majority of its sales through distributors. Retail-J is based inHertford and employs 20 people. As of the end of May 2006, Retail-J's solutions are live on 13,500 EPoSterminals in 3,200 stores, with a further 19,000 terminals and 2,400 storesundergoing implementation - representing a total of 28 major UK retailers. Someof the retailers who have selected Retail-J's solutions include Selfridges, B&Q,French Connection UK, Harrods, Bhs, Specsavers, Monsoon and Vodafone. Retail-J's unaudited accounts for the year ended 31 December 2005, showedturnover of £4.6 million and adjusted EBIT of £3.2 million. At 31 December 2005the business had cash balances of £2.4 million. The business continues to growrapidly and remains highly profitable and cash generative. Mike Carrell, Retail-J's founder and managing director, will join the board ofTorex Retail as Chief Technology Officer. Mike has a wealth of experience in theretail software industry having previously been the CTO of Real Time Control PLCand NSB Retail PLC. Ed Dayan will remain on the Board focussing on the Group'shospitality activities and in particular on opportunities in the quick servicerestaurant market following the recent acquisition of Savista. Rationale for acquisition Torex Retail's stated strategy is to build a leading global supplier of retailsystems through a combination of strategic acquisitions and strong organicgrowth. The acquisition of Retail-J will fit well with this strategy andcompletes a world-class EPoS portfolio creating substantial opportunity for bothdirect and channel sales. Whilst the Group intends to maintain the network of distributors established byRetail-J, the acquisition will create the opportunity for Torex Retail toaccelerate its penetration of the UK market by selling Retail-J through its owndirect sales force. Such sales will also include the balance of the softwarelicence, professional services, support and hardware associated with a turnkeyEPoS solution not currently provided by Retail-J and therefore representsignificant revenue opportunities for the Group. The Retail-J product will also give the Group the opportunity to rationalise itsexisting product portfolio giving rise to reduced product development andsupport costs. Commenting on the acquisition of Retail-J Chris Moore, Executive Chairman ofTorex Retail said: "The acquisition of Retail-J will bring together what we believe to be the bestEPoS and store system for the UK market with the substantial resources, reachand capabilities of Torex Retail. We intend to leverage the Retail-J Java Centreof Excellence emphasising the Group's commitment to research and development,which will see continued investment in the Retail-J product suite and relatedapplications, while offering our customers a range of innovative new products. Retail-J's products are complementary to Torex Retail's Lucas Java product whichhas been implemented in numerous countries throughout Europe, the Far East andin North America. The Group anticipates that Lucas will remain the focal EPoSsolution for Torex Retail's European customers while Retail-J's solution willbecome the key product for the UK market. I am delighted to welcome the Retail-J team to Torex Retail, and in particular,Mike Carrell to our Board. We now have a world class product portfolio spanninggeneral retail, food, petroleum & convenience and hospitality .This dealcompletes our platform for growth and no further acquisitions will be made in2006." Managing Director of Retail-J, Mike Carrell said: "We are very excited to become part of the Torex Retail group. Retail-J hasproven itself to be a provider of truly flexible store systems, acquiring 28major UK customers in the last 4 years. We are determined that this willcontinue and with the global presence of Torex Retail behind us, we can now takeour products in to many new territories and sectors." Financial Impact Currently, the acquisition is anticipated to be earnings neutral for the Group'sfinancial year to December 2006, with a stronger and positive impact on earningsin the 2007 financial period. Convertible Bonds Torex Retail also announces the private placement of £65 million convertiblebonds. Jefferies has been granted an option to subscribe for an additional £10million Bonds in the event the issue is oversubscribed. The Bonds will be issuedby Torex Retail (Jersey) Limited, convertible into preference shares of theIssuer and immediately exchangeable into ordinary shares of Torex Retail andguaranteed by Torex Retail. The proceeds of the issue will be used for theacquisition of Retail-J, repayment of senior debt facilities and for generalcorporate purposes. As per the terms of the issue, the Bonds will have a maturity of 5 years areconvertible into ordinary shares of the Company and will have a coupon of 5.5%and a conversion price of 86 pence based on a conversion premium ofapproximately 25% over Torex Retail's closing market price of 69.25 pence onFriday 30 June 2006. Application will be made for the Bonds to be listed on theChannel Islands Stock Exchange. The underlying equity shares on conversion willbe listed on the Alternative Investment Market of the London Stock Exchange.Jefferies will not conduct stabilisation activities in respect of the Bonds. Torex Retail management will be holding a conference call for UK analysts andinstitutional investors at 9.30am (UK time) this morning. Participants are todial: +44 (0)20 7138 0818. Please note that private investors will not be allowed to participate. For further information please contact: Torex Retail +44 (0) 870 300 6061Chris Moore, Executive ChairmanMark Pearman, Finance Director Jefferies International LimitedCapital Markets +44 (0) 20 7618 3500Cliff Siegel, Managing DirectorCiaran Flynn, Director Corporate Finance +44 (0) 20 7968 8000Sarah McNicholas, Director Citigate Dewe Rogerson +44 (0) 20 7638 9571Ginny Pulbrook Executive DirectorSebastian Hoyle, Associate Director Important Note This press release is not an offer for sale of any securities in the UnitedStates. Neither the Bonds nor the shares issuable on conversion of the Bondsmay be offered or sold within the United States, or to or for, the benefit of USPersons (as defined in Regulation S under the US Securities Act of 1933 asamended) absent registration or an exemption from registration. No offering ofthe Bonds will be made in the United States, or to or for, the benefit of USPersons (as defined in Regulation S under the US Securities Act of 1933 asamended). This information is provided by RNS The company news service from the London Stock Exchange