Boxhill Technologies PLC Re Joint Venture (0903E)
30 Oktober 2015 - 4:45PM
UK Regulatory
TIDMBOX
RNS Number : 0903E
Boxhill Technologies PLC
30 October 2015
30 October 2015
Boxhill Technologies plc
("Boxhill" or the "Company")
Joint Venture for Soccerdome Business
Further to the Company's announcement of 7 October 2015, the
Company is pleased to announce that terms have been agreed in
relation to the proposed joint venture for the Company's Soccerdome
football pitch business.
The Company first acquired the Soccerdome business in 2011 for
75,000,000 ordinary shares of 0.1 pence each ("Ordinary Shares").
In 2012 a redevelopment of the surrounding site was announced, with
the resulting state-of-the-art Harvey Hadden Sports Village in
Billborough, Nottingham ("HHSV") reopening in September 2015. The
GBP16m redevelopment of HHSV is the largest single investment under
Nottingham City Council's Leisure Transformation Programme.
Details of HHSV can be found at
http://www.nottinghamcity.gov.uk/harveyhadden
The Company is working with Nottingham City Council (the
"Council") to open 5 and 7-a-side pitches at HHSV, which will
require significant capital investment. The board of directors of
Boxhill (the "Board") has decided that its other businesses offer
better opportunities over the longer term, and has therefore been
exploring alternative options for finance this expansion.
The Board has therefore agreed to the formation of a new joint
venture to operate and finance the expansion of the Soccerdome
business now that HHSV is open (the "JV"). The JV would remove the
capital cost of financing the expansion of the site from the
Company's balance sheet, while providing the Company's shareholders
with an attractive return on its investment to date. The key terms
of the JV, which has been entered into today by the JV partners,
are as follows:
-- A new joint venture company, Nineteen Twelve Holdings
Limited, has been established (the "JV Company");
-- The JV Company will have two shareholders: James Christopher
Gordon Rose and Soccerdome Limited, a wholly owned subsidiary of
the Company (together, the "Shareholders");
-- Soccerdome Limited will surrender its existing lease to the
Council and the Council will issue a new 45 year lease to the JV
Company covering the current the same site, with a requirement
under the lease that the site is refurbished and open within 5
months;
-- Soccerdome Limited will be issued with 10 A class ordinary
shares (the "A Shares"). The A Shares will have the right to
receive 100% of the after tax profits of the JV Company by way of a
dividend for the shorter of 10 years or when these dividends have
totalled GBP250,000 (the "Period"). At the end of the Period, the A
Shares will have the same rights as the B class ordinary shares
(the "B Shares") of the JV Company; the remaining share capital of
the company, 90 B Shares , are held by Mr Rose. Each A Share and B
Share carry one vote;
-- Mr Rose's remuneration from the JV Company to be 30% of the pre-tax profits;
-- The JV Company will seek to raise finance for the
redevelopment by way of third-party debt. Boxhill and Mr Rose will
provide any funding that cannot be obtained from third parties in
equal proportion and on commercial terms, including any loan
guarantees required by a third party lender;
-- Neither the JV Company nor the lease on the site can be sold,
transferred or sub-let unless both Shareholders agree. Any
exceptional activity to also be agreed by both Shareholders.
The JV constitutes a related party transaction under the AIM
Rules for Companies, as Mr Rose holds 16.26% of the Ordinary Shares
of the Company and is a director of Prize Provision Services
Limited, a subsidiary of the Company. The Board consider, having
consulted with Allenby Capital Limited, the Company's nominated
adviser, that the terms of the JV are fair and reasonable insofar
as Shareholders are concerned.
Lord Razzall, Chairman, commented:
"We are delighted with the Joint venture signed today. It allows
Boxhill to retain the value in its investment without a full time
management commitment, and releases, to its joint venture partner,
the immediate obligation to fund the necessary renovation of the
facility while allowing Boxhill to focus on its other business
divisions. "
For further information, contact:
Boxhill Technologies PLC 020 7618 9000
-------------------------------- --------------
Philip Jackson, CEO
-------------------------------- --------------
pr@boxhillplc.com
-------------------------------- --------------
Website www.boxhillplc.com
-------------------------------- --------------
Allenby Capital Limited (Nomad
& Broker) 020 3328 5656
-------------------------------- --------------
Nick Harriss/Nick Athanas
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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