Printer Friendly

THE ALBERT FISHER GROUP PLC ('ALBERT FISHER') RECOMMENDS CASH OFFERS FOR HUNTER SAPHIR PLC ('HUNTER SAPHIR')

 -- Recommended cash offers for Hunter Saphir at 42 pence per ordinary share, and 100 pence per share for each of Hunter Saphir's preference shares.
 -- Albert Fisher's acquisition of Hunter Saphir will enable Albert Fisher to:
 -- significantly increase its position in the United Kingdom to
 become one of the leading suppliers of fresh produce to the
 major retailers
 -- use Hunter Saphir's excellent United Kingdom customer
 relationships to maximize cross-selling opportunities
 -- realize the synergies to be gained from the combination of the
 two groups and the elimination of costs where duplicated
 -- Nicholas Saphir, chairman and chief executive of Hunter Saphir, will head up the combined European fresh produce division, and join the main board of Albert Fisher.
 LONDON, Jan. 21 /PRNewswire/ -- Commenting on the offers, Stephen Walls, chairman of Albert Fisher, said today:
 "We have recently carried out a detailed review, which has put in place a strategy for growth. A key feature of this strategy is organic growth, supplemented where applicable by infill acquisitions which can significantly enhance our position in key market areas. The acquisition of Hunter Saphir is a logical step in implementing our strategy, strengthening the group's market position by improving the worldwide sourcing and United Kingdom distribution capabilities of the enlarged European fresh produce division. It is expected that the transaction will provide a positive contribution to earnings after financing charges in the current year and in the first full accounting year following the acquisition. We look forward to working with Nicholas Saphir and welcoming him to our board."
 The boards of Albert Fisher and Hunter Saphir announce that they have reached agreement on the terms of recommended cash offers to be made on behalf of Albert Fisher by J. Henry Schroder Wagg & Company Limited ("Schroders") for the whole of the issued share capital of Hunter Saphir (the "Offers") comprising an offer for all of the issued ordinary shares of 25 pence each ("Hunter Saphir Ordinary Shares") (the "Ordinary Offer"), an offer for all of the issued 11 percent (net) cumulative convertible redeemable preference shares of 1 pound each ("CCR Preference Shares") (the "CCR Preference Offer"), an offer for all of the issued "A" 9 3/4 percent, (net) cumulative convertible redeemable preference shares of 1 pound each ("A Preference Shares") (the "A Preference Offer") and an offer for all of the issued "B" 11 percent (net) cumulative convertible redeemable preference shares of 1 pound each ("B Preference Shares") (the "B Preference Offer").
 The Offers value the existing issued share capital of Hunter Saphir at approximately 29.3 million pounds sterling.
 The director of Hunter Saphir, having been so advised by NM Rothschild & Sons Limited, consider that the terms of the Offers are fair and reasonable and they intend to recommend shareholders to accept the Offers.
 The directors of Hunter Saphir who own shares and certain other shareholders of Hunter Saphir have given irrevocable undertakings to accept the Offers in respect of their holdings amounting to 8,564,032 Hunter Saphir Ordinary Shares, 4 million CCR Preference Shares, 9,552,356 A Preference Shares and 2,388,089 B Preference Shares representing 34.1 percent of the Hunter Saphir Ordinary Shares, 100 percent of the CCR Preference Shares, 81.1 percent of the A Preference Shares and 81.1 percent of the B Preference Shares, respectively.
 Included in this total are:
 (A) Irrevocable undertakings from certain of Hunter Saphir's Ordinary Shares, in respect of 1,174,311 Hunter Saphir Ordinary Shares, representing approximately 4.7 percent of the issued ordinary share capital of Hunter Saphir, to accept the Ordinary Offer within seven days of the posting of the Offer document subject to a right to withdraw acceptances if a more favorable offer is made before the Offers become or are declared unconditional as to acceptances;
 (B) Irrevocable undertakings from certain of Hunter Saphir's A and B Preference Shareholders, in respect of 8,847,240 A Preference Shares and 2,211,810 B Preference Shares representing 75.1 percent of the issued A Preference Shares and 75.1 percent of the issued B Preference Shares, to accept the A Preference Offer and the B Preference Offer, within seven days of the posting of the Offer document subject to a right to withdraw acceptances if a more favorable offer for the Hunter Saphir Ordinary Shares is made before the Offers become or are declared unconditional as to acceptances; and
 (C) An irrevocable undertaking from the holder of the CCR Preference Shares and 4,935,294 Hunter Saphir Ordinary Shares which is given subject to the release of a charge on such shares.
 Except where mentioned above these irrevocable undertakings carry a right to withdraw acceptances only if a more favorable offer becomes or is declared unconditional as to acceptances.
 Prior to the announcement of the Offers, neither Albert Fisher, nor any person acting in concert with Albert Fisher owned, held any option to purchase or controlled any shares in Hunter Saphir.
 THE OFFERS
 Ordinary Offer
 The Ordinary Offer, which will be subject to the conditions and further terms set out in the Appendix, will be made on the following basis:
 For each Hunter Saphir Ordinary Share 42 pence in cash
 All the Hunter Saphir Ordinary Shares acquired under the Ordinary Offer will be acquired fully paid and free from all liens, charges and encumbrances and together with all the rights attaching to them, including the right to receive and retail all dividends and other distributions hereafter declared, paid or made in respect thereof save for the interim dividend of 0.5 pence per Hunter Saphir Ordinary Share announced on Dec. 10, 1992, payable on Feb. 12, 1993.
 The Ordinary Offer represents an increase of approximately 17 percent over the mid-market price of 35 pence per Hunter Saphir Ordinary Share at which they were suspended on Jan. 20, 1993 and 50 percent over the mid-market price of 28 pence per Hunter Saphir Ordinary Share at the close of business on Jan. 18, 1993, before a sharp increase in the share price which resulted in the suspension.
 PREFERENCE OFFERS
 The CCR Preference Offer, which will be subject to the condition and further terms set out in the Appendix, will be made on the following basis:
 For each CCR Preference Share 100p in cash.
 The CCR Preference Shares will be acquired fully paid and free from all liens, charges and encumbrances and together with all the rights attaching to them including the right to receive and retain all dividends and other distributions hereafter declared, paid or made in respect thereof.
 The A Preference Offer, which will be subject to the condition and further terms set out in the Appendix, will be made on the following basis:
 For each A Preference Share 100p in cash
 The A Preference Shares will be acquired fully paid and free from all liens, charges and encumbrances and together with all the rights attaching to them including the right to receive and retain all dividends and other distributions hereafter declared, paid or made in respect thereof, save for the payment of approximately 1.6p per A Preference Share representing the dividend accrued on each A Preference Share for the period from Nov. 1, 1992 to Dec. 31, 1992.
 The B Preference Offer, which will be subject to the condition and further terms set out in the Appendix, will be made on the following basis:
 For the B Preference Share 100p in cash
 The B Preference Shares will be acquired fully paid and free from all liens, charges and encumbrances and together with all the rights attaching to them including the right to receive and retain all dividends and other distributions hereafter declared, paid or made in respect thereof, save for the payment of approximately 1.8p per B Preference Share representing the dividend accrued on each B Preference Share for the period from Nov. 1, 1992 to Dec. 31, 1992.
 Information Relating To Albert Fisher
 Albert Fisher is a major international food processing and distribution group, operating in Europe and North America in the healthy eating sectors of fruit, vegetable and seafood.
 Albert Fisher operates through three divisions in Europe: fresh produce which is predominantly involved with the sourcing and importation of fruit and vegetables for ripening, repacking and distribution; food processing which is principally involved in the processing and distribution of fruit, vegetables, pickles, sauces and dressings; and seafoods which is principally involved in the processing and distribution of fish and specialty seafoods. In North America Albert Fisher is mainly involved in the distribution of fresh and pre- cut produce principally to the food service industry in the West Coast and South Eastern regions.
 Albert Fisher has recently carried out a detailed review, which has put in place a strategy for growth. This strategy includes the securing of profit improvement through strengthening the group's market position, closer working relationships between group companies and cost reductions. As previously indicated it is intended that the organic growth generated by this policy will be complemented by carefully focused acquisitions such as that of Hunter Saphir.
 In the year ended Aug. 31, 1992, Albert Fisher reported a consolidated profit before tax of 52.1 million pounds (1991: 89.0 million pounds) on a turnover of 1,176 million pounds (1991: 1,096 million pounds). Albert Fisher declared a total dividend for the year to Aug. 31, 1992 of 3.75p per share (1991: 3.75p). Consolidated shareholders' funds at Aug. 31, 1992 were 230 million pounds (1991: 264 million pounds).
 INFORMATION RELATING TO HUNTER SAPHIR
 Hunter Saphir Comprises Two Principal Activities:
 -- the procurement, packing and marketing of fresh produce - Hunter Saphir sells a wide range of fruit from the southern hemisphere, Mediterranean and U.S.A., principally to supermarket customers. Hunter Saphir also markets United Kingdom grown and specialty imported vegetables, salads and potatoes. It provides extensive storage and distribution services, principally for fresh produce.
 -- the processing of herbs and spices - where, through British Pepper & Spice Limited in the UK and Euroma Holding BV in Holland, Hunter Saphir procures herbs and spices and other complementary products for a wide range of customers including retailers, caterers and food manufacturers.
 Hunter Saphir reported a profit before tax of 2.5 million pounds for the year ended Feb. 29, 1992 (1991: 4.9 million pounds) on a turnover of 181.5 million pounds (1991: 175 million pounds). Reported basic earnings per share of the year were 0.24p (1991: 12.94p) and the total ordinary dividend paid was 2.5p (1991: 5.05p). Consolidated shareholders' funds at Feb. 29, 1992 were 15.8 million pounds (1991: 7.2 million pounds).
 On Dec. 10, 1992, Hunter Saphir announced its unaudited interim results for the 28 weeks to Sept. 12, 1992 which showed a profit before tax of 1 million pounds (1991: 1.8 million pounds) on a turnover of 100.9 million pounds (1991: 106.4 million pounds). Consolidated shareholders' funds at Sept. 12, 1992, were 16.4 million pounds (16.8 million as at Sept. 7, 1991). Hunter Saphir also announced an interim ordinary dividend of 0.5p (1991: 1.0 p).
 Reasons for the Offers
 Albert Fisher intends to consolidate its position in its principal business sectors to ensure that it has the critical mass necessary to maximize shareholder value. The directors of Albert Fisher believe the acquisition of Hunter Saphir will enhance the performance of Albert Fisher and its European fresh produce division by:
 -- Significantly increasing its position in the UK, to become one of the leading distributors of fresh produce in the UK;
 -- Providing a better spread of risk consequent on the increase in turnover and variety of produce and produce sources;
 -- Benefiting from Hunter Saphir's agrotechnical skills in developing producer relationships and adding value for customers;
 -- Realizing the synergies available through Albert Fisher's and Hunter Saphir's distribution networks throughout Europe, in particular by taking advantage of Hunter Saphir's excellent UK customer relationships and sourcing strengths to maximize cross-selling opportunities;
 -- Realizing the synergies to be gained from the combination of the two groups and eliminating costs where duplicated.
 The enlarged European fresh produce division will be headed by Nicholas Saphir who will report to Tim Howden, the European chief executive of Albert Fisher. Nicholas Saphir has been invited to join the board of Albert Fisher upon the Offers becoming unconditional.
 Hunter Saphir's herb and spice business, which continues to show positive signs of recovery following the fire at British Pepper & Spice Limited in 1989, will be reviewed in order that Albert Fisher may assess the level of synergy and other profit improvements which can be obtained. Albert Fisher is, however, aware of significant third party interest in acquiring this business and will be investigating this interest before deciding on the future of this business within Albert Fisher.
 Terms and Conditions
 Further details of the terms and conditions of the offers are set out in the Appendix.
 Management and Employees
 The board of Albert Fisher confirms that the existing rights of all employees of Hunter Saphir will be fully safeguarded.
 Hunter Saphir Share Option Schemes
 The ordinary offer will extend to all Hunter Saphir Ordinary Shares unconditionally allotted or issued, including Hunter Saphir Ordinary Shares issued upon exercise of options pursuant to Hunter Saphir's Savings Related Option Scheme and Executive Option Scheme while the Ordinary Offer remains open for acceptance. Appropriate proposals will be made to optionholders in due course once the offers become unconditional in all respects.
 General
 Persons receiving this press announcement should note that, in connection with the offers described herein, Schroders is acting for Albert Fisher and no-one else and will not be responsible to anyone other than Albert Fisher for providing the protections afforded to customers of Schroders or for providing advice in relation to the offers.
 The formal offer documents will be posed to Hunter Saphir shareholders as soon as practicable.
 -0- 1/21/93
 /NOTE: The appendix to this press release, "Conditions and Further Terms of the Offers," is available upon request from Dewe Rogerson Inc. at 212-688-6840/
 /CONTACT: Stephen Walls, chairman of Albert Fisher Group PLC, 0753-857111; Gerry Grimstone or Amanda Shipman of J. Henry Schroder Wagg & Company Limited, 071-382-6000; Nicholas Saphir, chairman and chief executive officer of Hunter Saphir PLC, 0474-322000; Philip Swatman or Jonathan Eddis of NM Bothschild & Sons Limited, 071-280-5000; Jasper Archer of Cardew & Company, 071-930-0777; or Fern Lazar or Debra Wasser of Dewe Rogerson Inc., 212-688-6840, for Albert Fisher Group PLC/


CO: The Albert Fisher Group PLC ST: IN: FOD SU: TNM

KD-OB -- NY051 -- 7473 01/21/93 14:01 EST
COPYRIGHT 1993 PR Newswire Association LLC
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1993 Gale, Cengage Learning. All rights reserved.

Article Details
Printer friendly Cite/link Email Feedback
Publication:PR Newswire
Date:Jan 21, 1993
Words:2421
Previous Article:BROKERED CERTIFICATE OF DEPOSIT RATES GENERALLY DECLINED IN LATEST PERIOD, SIA REPORTS
Next Article:SAINT-GOBAIN IN 1992: NET INCOME OF 2.37 BILLION FRENCH FRANCS
Topics:


Related Articles
ALBERT FISHER INC. APPOINTS TWO REGIONAL SENIOR VICE PRESIDENTS
ALBERT FISHER GROUP ANNOUNCES ACQUISITION OF SAUCE MANUFACTURING BUSINESS
THE ALBERT FISHER GROUP PLC PRELIMINARY ANNOUNCEMENT UNAUDITED RESULTS FOR THE YEAR ENDED AUG. 31 1992
/FIRST AND FINAL ADD -- NY023 -- ALBERT FISHER/
THE ALBERT FISHER GROUP PLC PRELIMINARY ANNOUNCEMENT UNAUDITED RESULTS FOR THE YEAR ENDED AUG. 31 1992
THE ALBERT FISHER GROUP PLC PRELIMINARY ANNOUNCEMENT UNAUDITED RESULTS FOR THE YEAR ENDED AUG. 31 1992
Company evolution.
Co evolution.
CAMPBELL SELLS U.K. CHILLED FOODS BUSINESS TO ALBERT FISHER
CAMPBELL ADDS TO ITS BUSINESSES IN THE UNITED KINGDOM

Terms of use | Copyright © 2016 Farlex, Inc. | Feedback | For webmasters