Walker Greenbank has entered into a conditional agreement with the shareholders of Globaltex 2015 Ltd, the parent company of Globaltex Ltd, to acquire its entire issued share capital. Initial consideration would be £25.0m in cash on a debt free/cash free basis payable at completion.
A further performance-related earn-out consideration would be payable to the selling shareholders of Clarke & Clarke by issue of new ordinary shares of £0.01 each in the capital of the Company of up to 10m consideration shares or such number of consideration shares which do not exceed, in aggregate, £17.5m in value.
The initial consideration was to be funded in part as to £17.0m by way of a placing of 8,947,369 new shares at 190.0p each, representing a 6.6% discount to the closing middle market price of 203.5 pence per share on Oct. 11.
The remaining £8.0m of the cash element of the consideration is being met through drawdown under the Company's existing bank facilities and the Company's existing cash resources. The Placing is being underwritten by Investec.
Separately, Walker Greenbank booked an H1 adjusted pretax profit after insurance proceeds of £3.78m, up 2.7% from £3.68m a year ago. Interim dividend was up 25% to 0.55p a share, from 0.44p.
"Our fabric-printing factory is back to full production and sales of printed fabric are on an improving trend though the effects of the flood remain evident in current trading. These effects will be mitigated by our insurance policy," the company said.
"Brand sales in the first nine weeks of the second half are up 0.7% in reportable currency (down 3.7% in constant currency) compared with the same period last year. Subject to the key Autumn selling period and anticipated insurance payments, the Board is confident of delivering its pre-flood expectations for the full year."