TIDMTNO
RNS Number : 2804M
RSM Tenon Group PLC
22 August 2013
22 August 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
RSM Tenon Group PLC
Appointment of Joint Administrators, sale of operating companies
and suspension of shares
RSM Tenon Group plc ("the Company") announced on 25 July 2013
that it was in discussions with Baker Tilly UK Holdings Limited
("Baker Tilly") which may or may not lead to an offer being made
for the entire issued share capital of the Company. The Company
confirms that it is no longer in discussions with Baker Tilly
regarding a possible offer for the issued share capital of the
Company and that it is no longer in an offer period.
Lloyds Banking Group plc ("Lloyds") informed the Company this
morning that, should the Company, as expected, be in breach of its
banking covenants, it would not be willing to grant a covenant
waiver. Consequently, and in the absence of any other available
facilities, the Company does not expect to continue to be able to
meet its liabilities as they fall due. The Board of the Company
therefore concluded that, in such circumstances, the appointment of
administrators was the most appropriate course of action. Three
insolvency practitioners at Deloitte LLP were therefore appointed
as Joint Administrators to RSM Tenon Group Plc this morning. RSM
Tenon Limited and the other principal trading entities continue to
trade as normal and are not affected by this.
Immediately following their appointment, the Joint
Administrators agreed a sale of the Company's trading entities to
Baker Tilly. The sale is expected to complete within two weeks,
following regulatory and shareholder approval.
The Company announced on 16 August 2013 that it was likely that,
as a consequence of the Company's high debt level, if an offer was
made by Baker Tilly, minimal value, if any, would be attributed to
the issued share capital of the Company. The sale agreed by the
Joint Administrators will realise no value for the ordinary shares
of the Company. At 31 December 2012, the Company had net borrowings
of GBP80.4 million. The terms of the sale agreement mean that
Lloyds will not recover its secured debt in full.
As stated above, the trading entities of the Company have not
entered into insolvency proceedings and will continue to trade as
normal. As a result no employees, clients or suppliers (other than
Lloyds) are expected to be materially affected.
The Company's ordinary shares have been suspended from trading
with immediate effect. It is expected that, the Joint
Administrators, on behalf of the Company, will request the UK
Listing Authority to cancel the Company's ordinary shares of 1p
each from admission to the Official List of the UK Listing
Authority.
A copy of the announcement made by the Joint Administrators is
set out below.
Enquiries:
College Hill +44 (0)20 7457
Tony Friend 2020
About RSM Tenon
RSM Tenon (LSE: TNO) is the 7th largest accountancy and business
advisory firm in the UK, employing circa 2,500 people across 38
offices. RSM Tenon is an independent member of RSM Tenon
International, the 7th largest network of independent accounting
and consulting firms worldwide with more than 700 offices across
more than 100 countries.
For more information visit www.rsmtenon.com
Appendix
22 August 2013
Deloitte appointed Administrator of RSM Tenon Group plc and
Premier Strategies Limited
Matt Smith, Nick Edwards and Clare Boardman of Deloitte, the
business advisory firm, have today been appointed Joint
Administrators to RSM Tenon Group plc, a leading accounting and
advisory business.
The trading entities of the RSM Tenon group have not entered
insolvency proceedings and will continue to operate as usual. Under
a proposed sale of the trading entities of the group to Baker
Tilly, subject to certain approvals, no job losses are expected.
The group operates out of 35 offices and employs c2,300 staff.
Matt Smith, Joint Administrator and restructuring services
partner at Deloitte, commented: "RSM Tenon is a well-known
accounting and advisory business serving a wide variety of
businesses.
"Immediately following our appointment, a sale of RSM Tenon
Group plc's trading subsidiaries to Baker Tilly was agreed and is
expected to complete within two weeks, following regulatory and
internal approval at Baker Tilly, which we are advised is a
formality.
"We believe the proposed sale to Baker Tilly represents the best
outcome for the RSM Tenon group. The management of the group have
stabilised the business, returning it to profitability over the
past 18 months and making this transaction possible to secure its
future.
"In the meantime we are working closely with the directors of
the trading entities and their management and staff to continue to
support the business until the sale is completed. We appreciate the
cooperation and support from the staff, customers, suppliers and
landlords during this period.
"Trading in RSM Tenon Group plc's shares on the London Stock
Exchange has been suspended in light of our appointment."
Matt Smith, Nick Edwards and Clare Boardman of Deloitte have
also been appointed Joint Administrators of Premier Strategies
Limited, a subsidiary entity which historically provided tax
advice, but ceased selling new business in March 2012.
RSM Tenon Limited, RSM Tenon Investment Solutions Limited, RSM
Tenon Financial Management Limited, RSM Corporate Transactions
Limited, RSM Tenon Corporate Finance Limited and certain
non-trading subsidiary companies remain outside of any insolvency
process and are included in the agreed sale to Baker Tilly.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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