BRENT WALKER GROUP PLC: DISPOSAL OF WILLIAM HILL AND DELISTING
The Brent Walker Group PLC ('Brent Walker') announces that it has entered into an agreement to sell the entire share capital of William Hill Organisation Limited, Camec Limited, Laystall Limited and William Hill Trustee Limited and their subsidiary companies (the "William Hill business") to The Grand Bookmaking Company Limited, a company financed by international investment bank Nomura International plc.
The William Hill business is one of the UK's leading betting shop chains and supplier of betting services and sports information.
Under the sale and purchase agreement The Grand Bookmaking Company Limited will acquire the William Hill business for a total consideration of £700 million (including repayment of intercompany indebtedness and before the discharge of certain obligations), payable in full at completion.
In addition Brent Walker will be able to extract surplus cash in the William Hill business estimated to be a further £49 million and will earn interest on the total consideration and the surplus cash up to the date of completion. The sale is conditional only upon EC merger clearance.
For the year ended 31 December 1996 the William Hill business reported turnover of £1,647.3 million and an operating profit of £50.3 million.
The proceeds of the sale will be applied towards the repayment of bank debt by Brent Walker and its remaining subsidiaries.
Despite the significant value achieved for the William Hill business, the amount realised at completion will be insufficient to repay all the Company's liabilities which at 31 December 1996 exceeded £1.3 billion.
On this basis, following the disposal, there will be a deficit to secured lenders and hence the Board does not believe that there will be any residual value for, or return to, the holders of any of the Company's Ordinary Shares or other listed securities.
Brent Walker's lenders party to the Term Facility Agreement can exercise their rights under their security documents to achieve a disposal of the William Hill business if shareholders of Brent Walker were not to approve the disposal in which they would have no economic interest. The lenders have not indicated their willingness to waive these rights.
Further, after the disposal of the William Hill business, Brent Walker will no longer have a significant business and hence will not satisfy the conditions for listing.
The Board, therefore, having taken advice has asked the London Stock Exchange to remove the Ordinary Shares and other listed securities from the Official List. This will occur on 31 October 1997. It is not, therefore, intended to seek shareholder approval to the disposal.
It is expected that completion will occur in mid November.
Following completion of the disposal of the William Hill business, the Board will consider the options open to it including the liquidation of Brent Walker and the liquidation or dissolution of its remaining subsidiaries.
A circular will be distributed to shareholders later today.
SOURCE Brent Walker Group PLC
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