Offer Update
20 August 2003 - 12:39PM
UK Regulatory
RNS Number:8678O
Resurge PLC
20 August 2003
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
20 August 2003
Resurge PLC
OFFER by RESURGE PLC for LONDON FORFAITING COMPANY PLC (the "Offer by Resurge")
Offer Update
The Board of Resurge noted with interest the announcement by FIMBank (UK)
Limited on 15 August 2003 commenting on the Offer by Resurge. The Board of
Resurge responds to these comments as follows:
* The Offer by Resurge is an all share offer deliberately, so as to
provide LFC shareholders with the opportunity to benefit in full from the growth
potential of the LFC business and retain LFC's cash for the development of its
business.
* Confidence in the future of LFC is evidenced by the #5 million
commitment by Rowland Capital (CI) Limited to subscribe for shares in the
enlarged group as part of a share placing of up to #20 million to make capital
available to expand the LFC business.
* Under the Offer by Resurge, shareholders will benefit from LFC's
substantial cash resources being retained for the future growth of LFC, whilst
under the offer by FIMBank (UK) Limited #22 million of LFC's cash resources are
to be placed on deposit with Bank of America until the #20 million term facility
financing their offer is repaid thus depriving LFC of the ability to use its
cash.
* The offer by FIMBank (UK) Limited is, in the opinion of the Board of
Resurge, an attempt to acquire LFC on the cheap. The offer by FIMBank (UK)
Limited is at a discount of 14.37 per cent to the published net asset value per
LFC Share of 34.45 pence as at 31 December 2002 and does not allow shareholders
to participate in the upside potential of LFC. By accepting the offer by
FIMBank (UK) Limited, some investors may crystallise a significant loss on their
investment.
* The Board of Resurge is of the opinion that LFC's business offers
substantial opportunities for regeneration as international forfaiting markets
recover and they are committed, if the Offer by Resurge is successful, to the
profitable development of LFC's business as part of an enlarged Resurge Group.
If the Offer by Resurge is successful, the price at which Resurge Shares will
trade, in the opinion of the Board of Resurge, is likely to primarily reflect
the prospects for the LFC business as part of a larger, more dynamic group
capable of securing additional capital and management support.
* LFC shareholders would form a substantial part of the shareholder base
of the enlarged Resurge group. Whilst the market capitalisation of Resurge is
currently smaller than LFC, if the Offer by Resurge is successful and assuming a
share placing of #20 million is completed, the market capitalisation of the
enlarged company will be over #60 million (based on the share subscription price
of 10p per Resurge Share).
* The Board of Resurge believes that LFC represents an excellent,
complementary investment. Resurge offers finance, management and strategic
advice, in particular, to businesses in turnaround situations where the
Directors of Resurge believe that the potential exists to achieve a significant
uplift in financial performance and/or capital value. The Directors of Resurge
believes LFC represents such a business and would bring their experience and
expertise to promote and install new key management capable of re-motivating the
staff and LFC business generally and driving it forward to future success.
* The management of Resurge have been successful in growing the business
from a standing start in September 2001 and creating value for its shareholders.
In its relatively short existence Resurge has demonstrated an ability to realise
positive returns from undervalued opportunities. On 14 August 2003, the last
dealing day prior to the Resurge Offer announcement, the share price of Resurge
was 10.75p, a 115% premium to the placing price on admission to AIM in September
2001.
The Board of Resurge also notes the announcement by FIMBank (UK) Limited that as
at 3.00pm on 19 August 2003 valid acceptances of its offer had been received
from the holders of, in aggregate, 67,819,743 LFC Shares representing
approximately 64.7 per cent of the LFC Shares to which it relates.
The Offer by Resurge was only announced on 15 August 2003. LFC shareholders
will note that between 12 August 2003 and 19 August 2003 the offer from FIMBank
(UK) Limited has attracted acceptances over LFC Shares representing only
approximately 0.7 per cent of the LFC Shares to which it relates.
The offer by FIMBank (UK) Limited is conditional, inter alia, on the receipt by
FIMBank (UK) Limited of acceptances in respect of not less than 90 per cent of
the LFC Shares to which it relates (or such lesser percentage as FIMBank (UK)
Limited may, subject to the Code, decide).
If the offer by FIMBank (UK) Limited has not been declared unconditional as to
acceptances by 3.00 p.m. on 2 September 2003 (or such later time and/or date as
the Panel may agree), LFC Shareholders may withdraw their acceptances at any
time thereafter in order to accept the Offer by Resurge. If the offer by
FIMBank (UK) Limited lapses LFC Shareholders that have accepted will also then
be able to accept the Offer by Resurge.
The formal offer document, setting out full details of the Offer by Resurge,
together with an AIM Admiission Document and the Form of Acceptance, will be
posted to LFC Shareholders as soon as practicable and in any event (save with
the consent of the Panel) by 12 September 2003.
In conclusion, LFC Shareholders are urged not to accept the offer by FIMBank
(UK) Limited and are reminded that the Offer by Resurge, on the basis of the
Closing Price of 10.75 pence per Resurge Share on 14 August 2003, (being the
last dealing day prior to the date of the announcement of the Offer by Resurge):
* values each LFC Share at 36.87 pence;
* represents a premium of approximately 25 per cent over the 29.5 pence per
LFC Share being offered by FIMBank (UK) Limited;
* represents a premium of approximately 7.5 per cent to the reported net
asset value per LFC Share as at 31 December 2002; and
* provides LFC Shareholders with the opportunity to continue to benefit
directly from the growth potential for the LFC business as part of a larger,
more dynamic group and as the forfaiting market recovers.
Jonathan Rowland, joint managing director of Resurge commented:
"We categorically believe that the 29.5p per share offered by FIMBank seriously
undervalues LFC. Our proposal to raise up to #20 million by way of a share
placing to provide the enlarged group with additional cash to expand is an
indication of our belief that there are substantial growth opportunities for LFC
as the forfaiting market recovers."
Enquiries
Resurge
Jonathan Rowland / Jamie Constable Tel: 020 7233 4270
ARM Corporate Finance Limited
(Nominated Adviser to Resurge)
Toby Howell / Ian Fenn Tel: 020 7512 0191
Collins Stewart Limited (broker to the Placing)
Simon Atkinson Tel: 020 7523 8350
Richard Darby / Bobbie Swanson
Buchanan Communications Tel: 020 7466 5000
This summary should be read in conjunction with the full text of the following
announcement.
ARM Corporate Finance, which is regulated by the Financial Services Authority,
is acting exclusively for Resurge as financial adviser within the meaning of the
rules of the Financial Services Authority and no one else in connection with the
Offer and is not advising any other person as its client in relation thereto and
will not be responsible to anyone other than Resurge for providing the
protections afforded to customers of ARM Corporate Finance nor for giving advice
in relation to the Offer, the contents of this announcement, or any other matter
referred to herein.
Collins Stewart Limited, is acting exclusively for Resurge as broker to the
Placing and no one else in connection with the Placing and is not advising any
other person as its client in relation thereto and will not be responsible to
anyone other than Resurge for providing the protections afforded to clients of
Collins Stewart Limited nor for giving advice in relation to the Placing, the
contents of this announcement, or any other matter referred to herein.
This announcement, for which Resurge is responsible, has been approved by ARM
Corporate Finance for the purposes of sections 21 of the Financial Services and
Markets Act 2000.
This information is provided by RNS
The company news service from the London Stock Exchange
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