Reconstruction Capital II Ltd Conditional asset sale (2395N)
January 28 2016 - 1:00AM
UK Regulatory
TIDMRC2
RNS Number : 2395N
Reconstruction Capital II Ltd
28 January 2016
Reconstruction Capital II Limited (the "Company")
Conditional asset sale
Reconstruction Capital II Ltd ("RC2", the "Company" or the
"Group"), a close-end investment company incorporated in the Cayman
Islands admitted to trading on the AIM market of the London Stock
exchange, today announces the agreement to sell its 25.4%
fully-diluted interest in Albalact SA, a publicly quoted Romanian
dairy company ("Albalact"), to Lactalis.
Lactalis is a dairy manufacturing world-leader company owning
many successful international brands such as "President",
"Parmalat", and "Galbani". The Lactalis group now employs 75,000
people, and owns more than 200 plants, located in 43 countries
around the world. In 2015 the Lactalis Group made a turnover of EUR
17 billion.
Lactalis has agreed to acquire the Albalact shares held by the
Company and from certain other shareholders in Albalact
representing in aggregate 70.29% of the fully-diluted issued share
capital of Albalact (the "Transaction"). The closing of the
Transaction, and consequently the obligation of Lactalis to launch
a voluntary takeover bid for the whole of the issued share capital
of Albalact (the "Offer") is subject to the fulfilment of a series
of conditions precedent, including but without being limited to,
favourable clearance by the Romanian Competition Council and the
absence of a material adverse change, by 1 June 2016.
The agreed enterprise value (cash free, debt free) of Albalact
is RON 407.3 million. The price per share will be determined using
a formula starting from the enterprise value by applying
contractually agreed net debt adjustments, divided by the total
number of shares outstanding, minus treasury shares not allocated
to an employee stock option plan currently due. The final price per
share for the Offer will be computed as at the last day of the
month immediately prior to the month when all the conditions
precedent are satisfied, and shortly before the submission of the
Offer filing by Lactalis. The launching of the Offer is further
subject to Lactalis obtaining all relevant approvals from the
Romanian Financial Supervisory Authority.
For illustrative purpose only and based on an adjusted net debt
for Albalact of RON 118.2 million as of 30 September 2015, this
would translate into a price per share of RON 0.4543. This
represents a premium of approximately 37% over the closing price of
Albalact shares on 27 January 2016, as quoted on the Bucharest
Stock Exchange.
At this illustrative price per share, the Company's interest
would be valued at RON 75.5m or EUR 16.7m based on an exchange rate
of 4.5328 RON to 1 EUR. Because of the conditionality of the Offer,
and due to the requirement for the price to be set at a future
date, there is no certainty that the Company will realize sale
proceeds at this level or at all.
For further information, please contact:
Reconstruction Capital II Limited
Ion Florescu / Anca Moraru
Tel: +40 21 3167680
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett / Carolyn Sansom
Tel: +44 (0) 20 7383 5100
This information is provided by RNS
The company news service from the London Stock Exchange
END
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