UNG.L Regulatory News (UNG)

5 Jan 2007 11:54

Universe Group PLC05 January 2007 5 January 2007 Universe Group PLC ("Universe" or the "Company") Announcement of Board changes, trading update, proposed sale of the Bureau de Change business in Paris and Placing of New Shares The Company announced on 17 November 2006 that the Board was undertaking astrategic review. As part of that review, the Board today announces: • that John Scholes has been appointed to the Board as Non-Executive Chairman and that Paul Cooper has become Chief Executive. Ray Mackie has stepped down as Chairman and Chief Executive, but will remain a Non-Executive Director and significant shareholder of the Company. Today's Board changes are effective immediately; • a trading update for the year to 31 December 2006; • the proposed sale of Bellword Sarl ("Bellword"), the Company's subsidiary that operates the Company's Bureau de Change business in Paris; and • that it is undertaking a placing of new ordinary shares to raise up to £360,000 (the "Placing"). Both the sale of Bellword and the Placing will be subject to approval by theCompany's shareholders at an EGM which is expected to be held on 22 January2007. The strategic review continues with respect to the remainder of the Universebusiness. Board Appointments John Scholes, aged 52, is Chairman and Chief Executive of The Catalyst GroupInternational Limited, a privately owned business providing corporatedevelopment advisory services to companies across the technology industry fromits offices in the UK, USA, France and Germany. He has been closely involved inadvising the boards of many businesses in the last ten years, and has beenworking with the Board of Universe on its strategic review. The Companyconfirms that no other details are required to be disclosed under paragraph (g)of Schedule 2 of the AIM Rules. Paul Cooper was appointed as a Non-Executive Director of Universe on 8 September2006. He has been working closely with Ray Mackie and the rest of the Universeexecutive management team since joining the Board. Paul is a Director ofEMDigital Limited, a linear motor design and manufacturing business. Paul hasheld a number of Managing Director and Finance Director positions during hisextensive career, including the role of Group Managing Director at BlazepointGroup Plc from June 2000 to March 2003. Trading Update The Board confirms that trading for the year to 31 December 2006 issatisfactory. However, as a direct result of a major software sale which hadbeen expected to be invoiced in December 2006 but which has been deferred, tothe first quarter of 2007, revenue and operating profit for the year to 31December 2006 will be lower than had been anticipated, although there will be acorresponding increase in the current year. Sale of Bellword Bellword is to be sold by Bellword Limited, a wholly owned subsidiary ofUniverse, to Prime Bureau Limited ("Prime Bureau"), a company formed for thepurpose of acquiring Bellword. Ray Mackie is an investor and will be a 49%shareholder in Prime Bureau at completion of purchase of Bellword by PrimeBureau. Under the terms of the Bellword sale, Prime Bureau is to acquire the entireshare capital of Bellword for an initial cash consideration of £500,000 of which£154,000 will be used to repay the loan due from the Company to Ray Mackie.Prime Bureau will also pay up to a further three annual cash payments dependentupon the profitability of Bellword in each of the next three years to 31December 2007, 2008 and 2009. Bellword comprises seven Bureaux de Change, all based in Paris. In the year toDecember 2005 the business achieved revenues of £1,044,000 and made an operatingprofit of £72,000. Bellword had net assets as at 31 December 2005 of£1,379,000. Included in this figure is £1,519,000 representing the netleasehold premium of the French bureaux de change properties. All numbers areunder French GAAP. Ray Mackie has stepped down as Chairman and Chief Executive of Universe but willremain a Non-Executive director of the Company. The participation of Ray Mackiein the disposal of Bellword is a related party transaction for the purposes ofthe AIM Rules. The Directors, with the exception of Ray Mackie who is involvedin the transaction, having consulted with the Company's Nominated Adviser,Charles Stanley Securities, consider the terms of the sale of Bellword to befair and reasonable insofar as Shareholders are concerned. Under section 320 ofthe Companies Act 1985 Bellword Limited, as seller, and Universe, as the holdingcompany of Bellword Limited, are required to obtain approval for the sale ofBellword by shareholders in general meeting. Notice of an Extraordinary GeneralMeeting of Universe, which is expected to be held at 10.00 am on Monday 22January 2007 has today been sent to shareholders. Placing The Board announces that it is seeking to raise up to £360,000 through theplacing of new ordinary shares with certain institutional shareholders. Theterms of the Placing are being finalised and details are expected to beannounced shortly. The proceeds of the Placing, being approximately £335,000after expenses, and the initial cash consideration from the disposal, afterrepayment of the £154,000 loan to Ray Mackie, will be used to pay off entirelythe Company's overdraft, which currently stands at £463,000. The remainder willbe used for the Company's working capital requirements. Commenting on the developments Paul Cooper said: "On behalf of the Board I thankRay Mackie for his contribution to Universe since its inception in 2000, andlook forward to continuing to work with him in his Non-Executive capacity as wemove the Company forwards. The new Board expects to complete its strategicreview during the first quarter and will make further announcements at theappropriate time." --ends-- For Further Information: Universe Group plc 023 8068 9510John Scholes, ChairmanPaul Cooper Chief Executive Charles Stanley Securities 020 7149 6000Russell Cook Bishopsgate Communications Ltd 020 7562 3350Dominic BarrettoFran Read This information is provided by RNS The company news service from the London Stock Exchange