Latium bid accepted to take Ultraframe off stock market

The offer has been declared unconditional, and Latium intends to apply to the Financial Services Authority for the cancellation of the listing of the shares on the Official List and to the London Stock Exchange’s market for listed securities. It is anticipated that the cancellation of Ultraframe’s listing and admission to trading will take effect from close of business on 8 August.

A number of investment groups with a shareholding were expected to bid for Ultraframe. But Mellon has accepted the Latium offer and Resilience and Berggruen announced that they would not be making an offer.

It would appear that Ultraframe’s almost nine year run on the stock market has come to a sorry end. Shares were 147p at flotation in 1997, valuing the company at £136.4 million, and have been bought for just 30 pence.

But for the company and its staff, many see it as good news. Ultraframe is in experienced hands and it will now prosper away from the glare of the stock market, among a stable of complementary sister companies.

The Ultraframe delisting leaves Heywood Williams as the only UK window industry company on the London Stock Exchange. Coincidentally, it was Brian Kennedy’s Latium Group that bought HW’s plastics division in August last year.

Board changes

The Ultraframe Board has accepted the resignations of the executive and non-executive directors. Rod Sellers, Chairman, John Lancaster, Bernard Brogan, Richard Scott, David Moore, Chief Executive, Alan Rothwell, Group Finance Director, Vanda Murray, UK Managing Director and Group Marketing Director and Chris Richardson, Group Technical Director step down with immediate effect.

Brian Kennedy, Stuart Lees and Bryan Stock join the board. Edward Smethurst remains Company Secretary and Company Solicitor.

Ultraframe founder John Lancaster, who received £42m from the 1997 flotation and then retained a shareholding, will receive almost £10m from the deal. David Moore’s share and severance package totals around £1m.

• Further to its announcement of 12 June 2006 regarding the Court’s judgement on damages and costs due to Ultraframe Plc from Eurocell for the infringement of Ultraframe's patent and design rights, Ultraframe was awarded damages of £3.3 million at a Court hearing on 29 June 2006.

Both Eurocell and Ultraframe have been given leave to appeal this assessment of damages award. Ultraframe received an interim payment of £800,000 in August 2005 and Eurocell has been ordered to make the further payment of £2.5 million plus additional interest within 14 days. Ultraframe has also been awarded an interim cash payment of £750,000 in relation to its legal costs, which the Court determined should also be paid by Eurocell within 14 days. However, the timing and extent of the final cost award is is not yet known.

In addition to the cash offer of 30p per ordinary share, shareholders are entitled to a Litigation Note which gives shareholders 50% of the net cash receivables above £500,000 relating to both the Eurocell case and to the continuing Burnden litigation. No calculation of net proceeds can be made until both cases are concluded.