Director change and possible disposal
May 09 2003 - 7:30AM
UK Regulatory
Ronson Plc
Director resignation and possible disposal
On the 10 of March 2003 the board of Ronson Plc ("Ronson") received from New
World Corporate Finance, on behalf of its client Mr Farzad Rastegar (a non
executive director of Ronson, and controller of 30.54% of the voting shares of
Ronson) a conditional offer (subject to contract and due diligence) to acquire
Ronson International Limited and certain other of the principal trading
subsidiaries of Ronson (collectively "RIL") for a cash consideration equivalent
to the net asset value on completion of the acquisition of the Group plus
5-10%. As at the 10 March 2003, the net asset value was estimated by the
directors to be approximately �1.5 million based on the balance sheet for the
Group as at 31st December 2002.
In order to commence due diligence, Mr Rastegar required, inter alia, the Board
of Ronson to agree to bear its own costs for the proposed sale mooted and to an
exclusivity period of three months. The directors, other than Mr Rastegar, did
not feel it in the best interests of the company to enter into such an
arrangement, principally because they felt it significantly undervalued the
trading subsidiaries. Consequently the Board, excluding Mr Rastegar, decided
that the interests of all shareholders of Ronson would be best served by
seeking offers from other parties whom they believed might be interested in
acquiring all of Ronson's trading subsidiaries at a more appropriate valuation.
The Board of Directors received on the 17 April 2003 a Letter of Intent from a
major international company. The Letter of Intent expressed an interest in
purchasing, for cash, subject to full due diligence, RIL and that any offer it
made was likely to be at a premium to Ronson's market capitalisation on that
date of �4.1m. The Letter of Intent required, inter alia, a period of
exclusivity, unanimous Board approval of the terms of the letter and
confirmation that the funds holding shares in Ronson, under the voting control
of Mr Rastegar, were prepared actively to consider, in good faith, any offer
the aforesaid company may make.
Despite exhaustive discussions and correspondence between all of the members of
the Board, no such confirmation has been received from Mr Rastegar. Accordingly
the Board has been unable to approve the terms of the Letter of Intent.
Additionally on the 7 May 2003 a second Letter of Intent expressing an interest
in acquiring RIL was received from an alternative interested party, also a
major international company, the terms and indicative value of which were
primarily in line with the first letter of intent. The Board is currently
exploring whether there exists a basis for taking forward this second
expression of interest given Mr Rastegar's attitude to the first expression of
interest.
It must be stressed that the other members of the Board, executive and
non-executive, together with the Company's financial advisers, Charles Stanley
& Company Limited, believe it is in the best interests of the Company and
shareholders to accept the principal terms of the Letters of Intent and proceed
to detailed discussions with the relevant parties.
Due to their fundamental disagreement with Mr Rastegar, specifically in
relation to this issue, Stephen Hazell-Smith and Tony Hodges have today
resigned their non-executive directorships of Ronson.
The Board of Directors (other than Mr Rastegar ).
Enquiries:
Mrs Pam Hulme fcca tel: 01293 843 600
Finance Director
Charles Stanley
Russell Cook tel: 020 7739 8200
Philip Davies
END