TIDMSTU
RNS Number : 5276K
Studio Retail Group PLC
22 April 2020
22 April 2020
Studio Retail Group plc
(the "Company")
Proposed Disposal of Findel Education - Update on CMA
process
On 16 December 2019, the Company announced that it had entered
into a conditional agreement for the sale ("Disposal") of Findel
Education to the Council of the City of Wakefield, acting in its
capacity as the lead authority of the joint committee known as the
Yorkshire Purchasing Organisation ("YPO" or "Purchaser"), for a
gross consideration of GBP50.0 million on a debt free, cash free
basis. Completion of the Disposal is subject to, amongst other
matters, shareholder approval and obtaining clearance for the
Disposal from the UK Competition and Markets Authority ("CMA")
("CMA Clearance Condition"). Shareholders approved the Disposal at
a General Meeting held on 15 January 2020.
In the circular which was sent to shareholders dated 20 December
2019 ("Circular"), the Company stated that it expected Completion
to occur (subject to the Conditions being satisfied or waived) in
April 2020. Since announcement of the Disposal, YPO and the Company
have been working with the CMA in order to obtain clearance for the
Disposal, however, in large part due to the COVID-19 crisis, both
as to its impact on the CMA's resources and its impact on the CMA's
ability to canvass views of third parties, such as customers,
competitors and suppliers, the pre-notification stage has taken
longer than originally anticipated at the time of publication of
the Circular.
The Company welcomes today's announcement by the CMA that they
have formally launched their Phase I review. Completion is now
anticipated to occur (subject to the Conditions being satisfied or
waived) in August 2020. This remains an estimated time for when
Completion may occur and the actual date of Completion will be
determined by when clearance is obtained.
A further announcement will be made on either satisfaction of
the CMA Clearance Condition or if the Company anticipates a further
delay to this timetable (including in circumstances where the CMA
notifies the parties that it intends to refer the Disposal for
Phase II merger review).
Completion of the Disposal remains conditional on, amongst other
matters, obtaining clearance for the Disposal from the CMA by the
Longstop Date (being 30 September 2020 or such other date as may be
agreed by the Company and the Purchaser).
Terms used in this announcement shall have the same meaning as
those used in the Circular.
Enquiries:
Studio Retail Group plc
Phil Maudsley, Group CEO
Stuart Caldwell, Group CFO
0161 303 3465
Tulchan Communications
Will Smith
020 7353 4200
Stifel Nicolaus Europe Limited (Joint Sponsor, Joint Financial
Adviser and Joint Corporate Broker to Studio Retail Group plc)
Francis North
Matthew Blawat
020 7710 7600
Nplus1 Singer Advisory LLP (Joint Sponsor, Joint Financial
Adviser and Joint Corporate Broker to Studio Retail Group plc)
Mark Taylor
Peter Steel
Alex Bond
020 7496 3000
Information regarding forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of a date in the future or
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative of those
terms, as well as variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations or
events that are beyond the Group's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of the Studio Retail Group's operations; and
(iii) the effects of United Kingdom and global economic conditions
on the Studio Retail Group's business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the Studio
Retail Group to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause the
actual results, performance or achievements of the Studio Retail
Group to differ materially from the expectations of the Company
include, amongst other things, general business, economic and
political conditions in the United Kingdom and globally, industry
trends, competition, changes in government and other regulation and
policy, including in relation to the environment, health and
safety, taxation, labour relations and work stoppages, interest
rates and currency fluctuations, changes in its business strategy,
the outcome of any litigation, the impact of any acquisitions or
similar transactions, IT system and technology failures, political
and economic uncertainty and other factors. Such forward-looking
statements should therefore be construed in light of such
factors.
Neither Studio Retail Group plc nor any of its Directors,
officers or advisers provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
announcement.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Other than in accordance
with its legal or regulatory obligations (including under the
Listing Rules, the Disclosure Guidance and Transparency Rules and
the Prospectus Regulation), Studio Retail Group plc is not under
any obligation and Studio Retail Group plc expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
DISBBGDSBUDDGGD
(END) Dow Jones Newswires
April 22, 2020 07:54 ET (11:54 GMT)
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