SAFESTORE PLC PRESTBURY GROUP PLC
Proposed £10.0 million cash subscription into Safestore PLC ('Safestore') by a
wholly-owned subsidiary of Prestbury Group PLC ('Prestbury') at 46p per
ordinary Safestore share ('Safestore Share')
Proposed grant of an option to Prestbury to subscribe for new Safestore Shares
1. Introduction
The boards of Safestore, the self-storage operator, and Prestbury, the
property group, are pleased to announce that Safestore and Prestbury have
conditionally entered into an agreement (the 'Subscription Agreement')
pursuant to which a wholly-owned subsidiary of Prestbury ('Prestbury
Properties') will subscribe £10.0 million in cash for 21,739,130 new Safestore
Shares (the 'Subscription Shares').
In addition, Safestore has conditionally granted an option over new Safestore
Shares to Prestbury Properties (the 'Option'). Pursuant to the Option,
Prestbury Properties will be entitled to subscribe, in cash, £2.5 million for
additional new Safestore Shares at 46p per Safestore Share and £2.5 million
for a further tranche of new Safestore Shares at 55p per Safestore Share if
the highest five-day average closing mid-market price of a Safestore Share
during a period of forty dealing days either side of the third anniversary of
the date of completion of the Subscription is not less than £1.00 and not less
than £1.13 respectively.
2. Proposed changes to the Board of Safestore
It is intended that, on admission of the Subscription Shares to trading on the
Alternative Investment Market of the London Stock Exchange Limited
('AIM')('Admission'), Nicholas Leslau (the Chairman and Chief Executive of
Prestbury) and Nigel Wray (who holds 2,222,688 Safestore Shares) will be
appointed to the Safestore Board as non-executive directors. At the same time,
Stephen Landy will resign his directorship.
Nicholas Leslau, aged 40, was, prior to joining Prestbury, the Chief Executive
of Burford Holdings plc ('Burford') for 13 years where, under his leadership,
Burford's net asset value per share increased by over 1,000 per cent. over a
period of approximately 10 years. Mr Leslau has held positions on the boards
of several public companies and is currently a non-executive director of
Nottingham Forest plc and Hartford Group PLC. He is a Chartered Surveyor by
profession.
Nigel Wray, aged 51, is the Chairman of Burford. He is also a non-executive
director of Singer & Friedlander Group PLC, Chorion plc, Skyepharma plc,
Columbus Group plc, Hartford Group plc and of several other listed and private
companies.
3. Reasons for the Subscription
The Safestore Board and the Prestbury Board believe that both companies will
benefit from the proposals. The directors of Safestore believe that Safestore
will benefit from the considerable property and financial expertise of Messrs
Leslau and Wray and the increased cash resources Safestore will have as a
result of the Subscription. These cash resources should enable Safestore to
take advantage of future opportunities to undertake corporate transactions
without compromising the existing programme of new centre openings for which
it recently completed a fundraising. Accordingly, it is expected that
Prestbury's investment in Safestore will accelerate the development of the
business and reinforce Safestore's position as one of the leading UK
self-storage operators.
4. Shareholdings resulting from the Subscription and exercise of the Option
On completion of the Subscription, Prestbury Properties will hold
approximately 32.99 per cent. of the enlarged issued ordinary share capital of
Safestore on Admission. Together, Prestbury Properties and Nigel Wray
(together, the 'Concert Parties'), who is deemed to be acting in concert with
Prestbury Properties for the purposes of the City Code on Takeovers and
Mergers (the 'Code') on account, inter alia, of his shareholding of
approximately 16.1 per cent. in Prestbury, will hold approximately 36.4 per
cent. of the enlarged issued ordinary share capital of Safestore on Admission.
The Concert Parties will, on Admission, hold such number of Safestore Shares
and have an entitlement under the Option to subscribe for such number of
additional new Safestore Shares as will potentially bring their shareholding
in Safestore to a maximum of 33,942,056 Safestore Shares, representing
approximately 44.7 per cent. of the voting rights of Safestore based on the
number of Safestore Shares which would then be in issue (assuming that no
Safestore Shares are issued following Admission other than pursuant to the
Option).
5. Information on Safestore
Safestore is an AIM-quoted operator of self-storage facilities and is
currently capitalised at approximately £20.5 million. The business was floated
on AIM in March 1998 and has grown organically and by acquisition since that
time. Safestore now operates fourteen self-storage centres in the UK, with
another scheduled to open by the end of the year. Safestore recently completed
a fundraising of £9.05 million (net) which, together with the monies being
raised through the Subscription, will be used to accelerate Safestore's
growth. For the nine months ended 31 July 1999, Safestore reported an
unaudited loss before tax of £332,000 and, as at 31 July 1999, had unaudited
net assets of £5,723,000.
6. Information on Prestbury
Prestbury is an AIM-quoted property investment group which currently has a
market capitalisation of approximately £113.1 million. The business of
Prestbury was floated through a reverse takeover of Prestbury Leisure Group
PLC by Edenhawk Limited, a private company jointly owned by Nick Leslau and
Nigel Wray in December 1997. Prestbury's stated financial objective is to
acquire property where, through active management, net asset value per share
can be materially enhanced, whilst at the same time diligently managing risk
to protect shareholder value. Shortly after the completion of the reverse
takeover of Edenhawk Limited, Prestbury reported that its net asset value per
share at 31 December 1997 was 1.38p. As at 31 December 1998, Prestbury
reported a net asset value of 2.75p per share, representing an increase of
99.3 per cent.
7. General
It is intended that Safestore will retain its AIM quotation following
completion of the Subscription Agreement and that it will continue to operate
as an independent entity. Prestbury has undertaken that, so long as it holds
shares carrying not less than 30 per cent. of the voting rights of Safestore,
Safestore will represent its sole investment in Europe in the area of business
in which Safestore operates.
The Subscription and the grant of the Option are conditional, inter alia, on
(1) the approval, in advance, by the Panel on Takeovers and Mergers of a
circular to the shareholders of Safestore ('Safestore Shareholders') setting
out details of the matters referred to above and containing a notice of
extraordinary general meeting (the 'Circular'); (2) the approval by an
independent vote on a poll of the Safestore Shareholders to the Subscription,
the granting of the Option and a waiver for the Concert Parties of the
mandatory offer provisions of Rule 9 of the Code ('Rule 9'); and (3)
Admission. Resolutions to seek the relevant approvals from Safestore
Shareholders will be proposed at an extraordinary general meeting of
Safestore. Subject to the receipt of consent from the Panel on Takeovers and
Mergers to the waiver of any obligation on the Concert Parties to make a
general offer in cash to all Safestore Shareholders as would otherwise be
required by Rule 9 as a result of the Subscription and the grant of the
Option, the Circular will be posted to Safestore Shareholders.
Larry Lipman, Chairman of Safestore said:
'I believe that this commitment to Safestore by Prestbury, and the
strengthening of our board by the addition of Nick Leslau and Nigel Wray,
underlines the increasing interest within the property and investment
community in the space management sector generally and in the self-storage
business specifically. In our view the self-storage market has enormous
potential which, with the support of Prestbury, we can now explore more fully
and accelerate our objective of becoming the dominant operator both in the UK
and Europe.'
Nick Leslau, Chairman and Chief Executive of Prestbury, said:
'For some time we have been looking closely at this exciting area of the
market. Self-storage is a tremendous formulaic roll-out concept, which has the
potential to be highly cash generative. Safestore is one of the leaders in
this expanding field and we are confident that our investment, together with
the support we can provide, will accelerate its future successful
development.'
Enquiries:
Safestore PLC
Larry Lipman
Chairman
Safestore PLC 0208 203 9099
Jag Mundi
Managing Director of Corporate Finance
Investec Henderson Crosthwaite 0207 597 5970
Baron Phillips
Baron Phillips Associates 0207 224 1302
Prestbury Group PLC
Nicholas Leslau
Chairman & Chief Executive
Prestbury Group PLC 0207 323 5250
Gareth David
College Hill 0207 457 2020
