GNE Group plc has entered into a conditional share purchase agreement to dispose of its main operating subsidiary, Petrol Express Limited (PEX), operating under the brand name Petrol Express, to Leopard No. 2 Investments Limited for £51.66 million. The deal is subject to the purchaser assuming
responsibility for PEX’s bank and other loan term debts (approximately £15 million) and the remaining sums be settled by a cash payment on completion. The proposed disposal is subject to a positive vote by shareholders at a general meeting on October 7, and the company putting in place an internal reorganisation.
Other highlights of the deal include:
* The directors calculate that this equates to an equity value for the group of approximately £39.7 million.
* The directors also calculate that the purchase price together with other retained assets equates to a value per share for the group of approximately 282p which is a premium of: approximately 65 per cent to the net asset value per share of 171p; approximately 189 per cent to the closing price of 97.5p on April 17, 2008, being the last business day prior to the announcement that the company was in talks; and approximately 180 per cent to the average closing price for the six months ended September 1, 2008 of approximately 100.66p per share.
* Following completion, and no later than January 31, 2009, the directors intend to make a payment of a dividend of 150p per ordinary share.
* It is estimated the group will retain approximately £15 million cash, after repayment of approximately £15 million of bank and trade loans, the payment of the proposed dividend and after deal and other related costs.
* Following the disposal the issued ordinary shares will remain quoted on AIM. Approval is being sought at the general meeting for the adoption of a proposed investing strategy which will seek to repeat the group’s achievement of recent years by making investments in, or buying petrol retailing companies located predominately in Europe.
David Port, executive chairman of GNE Group plc, said: “Since 2006 the group has developed the business and assets of PEX, improved the trading, increased profitability and improved the quality of the petrol retailing sites. In addition new sites have been acquired and underperforming sites have either been disposed of or redeveloped for the benefit of GNE. The proposed disposal represents excellent value for shareholders which together with the intended dividend provides a way of returning a substantial cash sum to shareholders while simultaneously maintaining an investment in the company.”