JDR Jourdan

RNS Number:0255V
Jourdan PLC
02 December 2005


For immediate release
                                                                 2 December 2005
                                  Jourdan plc

                        Proposed Capital Reorganisation

                                 Trading Update


Proposed Capital Reorganisation

The Board of Jourdan ("the Company") has been reviewing the existing corporate
structure of the Company and believes that it would be in the interests of
shareholders and the Company as a whole to effect a reorganisation of the share
capital of the Company.

The Company currently has some 676 shareholders, a large shareholder base for a
company of its size.  Of those shareholders, over 40 per cent. of such
shareholders have holdings of less than 1,000 existing ordinary shares each. On
the basis of the closing mid-market price of an ordinary share on 1 December
2005, the dealing day prior to the date of this document, such a holding would
have an aggregate value of just #175. The directors believe that in many cases,
shareholders with such small holdings of Jourdan shares are unable easily to
realise value for their shares in the market because the potential dealing costs
associated with selling shares outweigh the cash proceeds they would receive for
their shares.

As well as preventing small shareholders from realising value for their shares,
this also has the effect of stifling liquidity in the market for the Company's
shares. This lack of liquidity is compounded by the fact that, in the opinion of
the Directors, the relatively low level of the share price currently
attributable to the Company's shares does not make the Jourdan shares an
attractive proposition to investors.

Having a large number of shareholders with a relatively small holding of shares
also creates a significant administrative burden for the Company due to the time
and expense involved in communicating with all shareholders, for example when
convening meetings or producing the annual report.

In view of the above, the Directors believe it would be in the best interests of
the Company and its shareholders to effect a capital reorganisation.

A circular is being sent to shareholders of the Company today setting out full
details of the proposed capital reorganisation, pursuant to which:-

  * the existing ordinary shares of 10 pence each in the Company will be
    consolidated on the basis of 1 consolidation share for every 1,000 existing
    ordinary shares held; and
  * the resulting consolidation shares will immediately then be sub-divided
    into 100 new ordinary shares of #1.00 each.

Other than the change in nominal value, the new ordinary shares arising on full
implementation of the capital reorganisation will have the same rights as the
existing ordinary shares, including voting, dividend and other rights.

Where, as a result of the consolidation of existing ordinary shares described
above, any Shareholder is entitled to a fraction only of a consolidation share
(a "Fractional Shareholder"), such fractions will be aggregated with the
fractions of consolidation shares to which other Fractional Shareholders of the
Company may be entitled so as to form full consolidation shares. The
consolidation shares arising from the aggregation of fractions will then be
sub-divided (along with the other consolidation shares) into new ordinary shares
pursuant to the capital reorganisation. The directors will then be authorised to
sell these new ordinary shares on behalf of the Fractional Shareholders in the
market as soon as reasonably practicable following implementation of the capital
reorganisation, for the best price then reasonably available for those shares.
The proceeds of such sale will then be distributed to the Fractional
Shareholders in proportion to the fractions of consolidation shares held by each
of them. However, in accordance with the Company's Articles of Association, cash
proceeds of less than #3 will not be distributed to Fractional Shareholders but
will be retained for the benefit of the Company.

The proposed capital reorganisation is conditional on the approval of
shareholders in general meeting. A circular to shareholders convening the
appropriate meeting and setting out full details of the proposed capital
reorganisation is being despatched to shareholders later today. If shareholder
approval is obtained, it is expected that the proposed reorganisation will
become effective on or around 20 December 2005.

The Company currently has warrants to subscribe for existing ordinary shares in
issue which were allotted pursuant to a bonus issue on 15 November 1999. On
implementation of the proposed capital reorganisation, these warrants will be
adjusted in accordance with the terms of the warrant instrument which originally
constituted them. Further information relating to the Company's warrants and the
manner in which they will be adjusted pursuant to the capital reorganisation is
also included in the circular to shareholders.


Trading Update

For the purposes of providing shareholders with the directors' up to date
assessment of the Company's trading, the Company is making the following trading
statement.

Three of the Company's four businesses are dependent on the UK retail market
which is proving even more uncertain and challenging than anticipated when the
Directors drew up budgets for the current year. It is therefore unsurprising
that sales for the first five months of the year have fallen below budget and
below what was achieved in the equivalent period of the last financial year.
However, the decisive action taken to reduce overheads in the second half of the
last financial year, including the closure of the Andover factory and the
transfer of the Corby production to Peterlee, has resulted in profits before tax
for the first five months of this year being in excess of profits before tax for
the same period last year.


Enquiries:

Jourdan plc                        Tel: 01476 403456
David Abell

Charles Stanley & Co. Limited      Tel: 020 7953 2476
(Nominated Adviser)
Russell Cook


Charles Stanley & Co. Limited, which is regulated in the United Kingdom by The
Financial Services Authority, is acting for Jourdan plc and no one else in
connection with the proposals referred to in this announcement. Charles Stanley
& Co. Limited is not acting for, and will not be responsible to, anyone other
than Jourdan plc for providing the protections afforded to customers of Charles
Stanley & Co. Limited, or for providing advice in relation to the proposals
referred to in this announcement.

This announcement does not constitute, or form part of, an offer or an
invitation to purchase any securities.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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