Consultant will sell assets to a newly incorporated company
Consultant Mouchel has announced it intends to file for administration after its shareholders voted against a proposed restructuring deal.
Mouchel intends to undergo an administration at group level and sell its assets to a newly incorporated company.
The company said in a statement to the stock exchange that it will apply to the High Court for the appointment of an administrator.
Mouchel said none of its trading companies would enter an insolvency process and all employees, customers and suppliers are expected to be materially unaffected.
The company has also requested that the UK Listing Authority suspend the company’s ordinary shares on the London Stock Exchange with immediate effect.
Mouchel announced a proposed restructuring deal on 2 August, which would have seen Mouchel’s bankers – RBS, Lloyds Banking Group and Barclays – take an 80% stake in the company, with the company’s management taking the other 20%.
In return the banks agreed to write off the company’s £87m debt mountain.
Mouchel said in today’s statement that it expects affiliates of RBS, Lloyds Banking Group and Barclays and the company’s management to ultimately take ownership of the company.
Mouchel said in a circular sent to shareholders in advance of this morning’s general meeting that it was drawing up an ‘Alternative Plan’ to achieve a restructuring of the company’s capital structure in the event that shareholders did not approve the proposed deal.
The firm said: “The company is in constructive discussions with its lenders, pension trustees and the pensions regulator and hopes shortly to finalise the terms of that Alternative Plan.”
The firm will apply to the High Court for the appointment of an administrator once the terms of the Alternative Plan have been finalised.
Shareholders will not receive any value under the Alternative Plan.
Mouchel’s statement in full
Mouchel Group plc (“Mouchel” or the “Company”), the infrastructure and business services group, announces that shareholders at the General Meeting (“GM”) held this morning have not approved the terms of the proposed restructuring plan (the “Restructuring”) that was announced on 1 August 2012. As was indicated in the circular sent to shareholders at that time, the Board will now seek to implement an alternative plan (the “Alternative Plan”)to achieve a restructuring of the Company’s capital structure.
The Company is in constructive discussions with its lenders, pension trustees and the Pensions Regulator and hopes shortly to finalise the terms of that Alternative Plan. The Company expects to announce further details in respect of the implementation of the Alternative Plan shortly.
Once the terms of that Alternative Plan have been finalised, the Board intends to apply to the High Court for the appointment of administrators to the Company. This is the first step of the Alternative Plan, which involves an alternative mechanism to implement the commercial principles of the Restructuring and which will safeguard the businesses within the Mouchel group, as well as protect the interests of the group’s employees, customers and suppliers.
The Board expects that the administrators will be appointed immediately following the application to the High Court for their appointment and that, following their appointment, the administrators will immediately sell the Company’s assets (including all the Mouchel group companies) to a newly incorporated company. It is expected that following completion of the Alternative Plan, this newly incorporated company will be owned by affiliates of the Company’s existing lenders (RBS, Lloyds Banking Group and Barclays) and management.
It is not intended that any company in the group, other than the Company itself, will enter in any form of insolvency process which means that no employees, customers or suppliers are expected to be materially affected and all of Mouchel’s trading subsidiaries will continue to trade as usual. Shareholders will not receive any value for their shareholding from the Alternative Plan.
In the interim, the Board has requested that the UK Listing Authority suspend the listing of the Company’s ordinary shares on the Main Market of the London Stock Exchange, with immediate effect. It is expected that, once appointed, the administrators, on behalf of the Company, will request the UK Listing Authority to cancel the Company’s ordinary shares from admission to the Official List of the UK Listing Authority.
Each of the inter-conditional resolutions considered at the GM was voted on by way of a poll, and the results are set out in the table below. Each shareholder, present in person or by proxy was entitled to one vote per share held in respect of the resolutions, other than resolutions 4 and 7, in respect of which each independent shareholder, present in person or by proxy, was entitled to one vote per share held.