Delist and Future Strategy
June 13 2003 - 3:00AM
UK Regulatory
RONSON PLC
Delisting and future strategy
The following is extracted from a letter sent to shareholders today and for
reference, the 2002 results were announced on the 30 April 2003:
"Enclosed with this letter is the Annual Report and Accounts of Ronson plc
("PLC" or "the Company") for the year ended 31 December 2002 together with the
notice to convene the Annual General Meeting of the Company on 18 July 2003.
Announcement of these results was made on 30 April 2003 and as part of that
announcement shareholders were advised of the very difficult trading conditions
faced by the Company in its markets and the lack of financial resources
available to the Company. In addition an update was given in connection with
the external threat in relation to the European Commission's proposals in
respect of Anti-dumping duties for certain products imported into the European
Union which could have an adverse serious impact on the business in its current
form.
The Company is facing many challenges. During the second half of 2002 and year
to date 2003, the Company has been forced to take defensive steps to mitigate
the adverse impact of the trading conditions faced by Ronson International
Limited ("RIL"), the Company's principal trading subsidiary, at the same time
as not being able to invest resources in the basic requirements of the
business, including marketing, advertising and product development.
During the last three years, RIL has suffered from adverse cash flow as part of
the restructuring of the business and establishing the foundations for
sustainable profitability. The strategy for sustained growth and development of
the business has not yielded, and is not expected to yield, the required
results in the necessary time frame to enable the Company to embark on a growth
strategy that would not only justify the costs of a listed company but would
provide for increased shareholder value. The Company's ultimate ability to
raise additional capital from the markets in support of a growth strategy is
not a realistic proposition given the inherent risks in the business today and
the state of the markets currently.
For some time the Board has been investigating the alternatives available to
the Company to access the resources necessary to provide a sound financial
footing and to enable growth and development at a level consistent with the
requirements of a listed company. These deliberations have not led to any
course of action that could be recommended by the Board in respect of the
Company continuing its life in its current form.
The Board with due consideration of all the various issues would like to
announce to shareholders and the market its unanimous decision to take the
following steps:
1. Appointment of a non-executive director, Mr Ronald Clucas;
2. De-listing of Ronson plc from the Official Lists of the UK Listing
Authority and the London Stock Exchange;
3. Sale of RIL, the principal trading subsidiary of the Company;
4. Winding up of Ronson plc following the sale of RIL; and
5. Distribution to shareholders of net proceeds of sale RIL after the
costs of an orderly winding up process.
1. The appointment of Mr. Ronald Clucas as a director of Ronson plc with
immediate effect.
Mr. Clucas would stand for election to the Board at the forthcoming Annual
General Meeting of the Company on 18 July 2003. Mr. Clucas is connected with
the Company's largest shareholder and is therefore considered not to be an
independent non-executive director. His appointment is pursuant to the
Company's contractual agreement of August 1998 as reported and disclosed in the
relevant circular in connection with the rescue rights issue of September 1998.
The role of Mr Clucas would be to assist with the sale of RIL and the winding
up of the PLC. Mr. Clucas would not be paid any directors fees by the Company.
2. The de-listing of Ronson plc from the Official Lists of the UK Listing
Authority and the London Stock Exchange.
The Company has applied to have its ordinary shares de-listed from the Official
List of the UK Listing Authority and the London Stock Exchange. It is
anticipated that the de-listing will take effect on 15 July 2003.
The de-listing of the Company is directly related to:
(a) the direct and indirect costs which are incurred by the Company in
maintaining its listing. Given the average share price of the Company during
the last three years and the average daily trading volume, the costs associated
with maintaining a listing are insupportable given the level of profitability
and the financial resources of the Company; and
(b) the direct costs associated with the proposed disposal of RIL. The Company
does not have the cash resources to enable it generally to comply with the full
requirements of the London Stock Exchange and specifically in connection with
the proposed disposal which would require the Company to commission an
independent valuation and send a circular to shareholders seeking approval of
the transaction. In the event of an unsuccessful disposal process, the Company
would face a financial crisis if it were to meet such costs from its operating
resources whilst still being a fully listed entity.
At the same time there is no realistic prospect of the Company being able to
raise money by issuing further equity. The Board believes that the benefits to
the Company and its creditors and shareholders in maintaining a listing are
limited and that these benefits are outweighed by the costs involved,
particularly given that the Company's focus in the near term must be the
conservation of cash. Further, in light of the proposed disposal of RIL, the
Board believes that it should do all it can to maximise the net proceeds of
such sale for the benefit of the Company's shareholders.
3. The disposal of RIL, the Company's principal trading subsidiary.
Shareholders must note that proceeds of sale of RIL would not be directly
available to shareholders but will flow through RIL's ultimate parent
undertaking, Ronson plc. Ronson plc must cover the associated expenses of the
disposal and then initiate the process of winding up all its other dormant and
trading subsidiaries subsequent to which, the net proceeds would be distributed
to the shareholders. This process could take several months from the date of
disposal of RIL.
The Board believes that the de-listing of Ronson plc would materially impact
the costs and duration of this process for the benefit of all shareholders.
In light of the indications of interest received to date, the Board of Ronson
plc is committed to a process that is conducted within a planned timetable,
including formal valuations. The Board is therefore inviting any and all
accredited parties to submit their interest in making an offer for RIL or PLC
within 30 days of the date of this communication or no later than 11 July 2003.
4. Winding up of Ronson plc following the sale of RIL.
The winding up of Ronson plc will be by way of a members voluntary liquidation
(solvent liquidation) following the disposal of RIL. The shareholders would
receive their respective distributions upon the winding up of the PLC.
5. Distribution to shareholders of net proceeds of sale of RIL after the
costs of an orderly winding up process.
Distribution to shareholders will be after deduction of all associated costs
incorporated in winding up of the PLC within the shortest possible period of
time.
The Annual General Meeting of the Company would provide an opportunity for
shareholders to discuss with and engage their directors in respect of all these
matters. The Board would like to encourage shareholders to participate at the
forthcoming Annual General Meeting and for those who care to raise any queries
in advance or provide any comments and suggestions for the Board, to do so
directly to the Board."
Enquiries: Ronson Plc
P A Hulme FCCA International House
01293 843600 Old Brighton Road
13 June 2003 Lowfield Heath
West Sussex
RH11 OQN
Definitions
The following definitions apply throughout this document unless the context
requires otherwise:
"Act" Companies Act 1985
"Board" or "Directors" The directors of the Company
"Annual General Meeting" The Annual General Meeting convened for 10:00
a.m. on 18th July 2003
"Form of Proxy" the form of proxy accompanying this document
"Group" or "Ronson Group" Ronson and its subsidiaries
"Ordinary Shares" Ordinary shares of 0.01p each in the capital of
the Company.
"PLC" or "the Company" Ronson plc
"Resolutions" the resolutions contained in the notice of
Annual General Meeting set out at the end of
this document
"RIL" Ronson International Limited
"Shareholders" holders of Ordinary Shares
END
