Enodis PLC Announces Sale of Building and Consumer Products Division

Apr 23, 2001, 01:00 ET from Enodis PLC

    LONDON, April 23 /PRNewswire Interactive News Release/ -- Enodis PLC
 (NYSE:   ENO; London: ENO) announces that it has reached agreement to sell its
 Building and Consumer Products Division ("B and CP") to a subsidiary company
 of Nobia AB ("Nobia") for a consideration of 134 million pounds, of which
 114 million pounds is in cash and 20 million pounds is in the form of a vendor
 loan, together with warrants to acquire Nobia shares.
     B and CP comprises Magnet Limited, a leading UK manufacturer and retailer
 of domestic kitchen furniture and other joinery products including windows and
 doors, and CP Hart & Sons Limited which distributes bathroom products.  The
 Division has 227 outlets throughout the UK, four plants and employs some
 2,300 people.  In the year ended September 30, 2000 sales were 276 million
 pounds and operating profits 27.1 million pounds.
     Nobia is a private company headquartered in Stockholm, Sweden.  It
 manufactures a wide range of kitchen furniture which it markets throughout
 Europe under the following brands:  Poggenpohl, Goldreif, Pronorm, Optifit,
 Norema, Marbodal, HTH, Segdal, and A la Carte.  Group turnover in the year
 ended December 31, 2000 exceeded SEK 4 billion (c 275 million pounds).
 Nobia's major shareholders are Industri Kapital 1994-fund, Skanska and Norsk
 Kyokken Invest.  A public offering of Nobia's shares is planned within the
 next two years.
     The vendor loan is repayable in 2009 or on a sale or public offering of
 Nobia if earlier.  The loan is subordinated to Nobia's bank and mezzanine debt
 and interest is payable to Enodis at 3.5 per cent over LIBOR.  In addition,
 warrants representing 1 per cent of the share capital of Nobia will be issued
 to Enodis on completion, with a potential for a further 1 per cent over the
 next 2 years if the vendor loan remains outstanding.  In total these warrants
 are estimated to have a potential value of up to 2 million pounds.  It is the
 intention of Enodis to retain these warrants for investment purposes.
     The cash consideration is subject to adjustment for any difference between
 the value of B and CP's audited net operating assets at March 31, 2001 and
 83.8 million pounds, the estimated amount.  The sale agreement contains normal
 commercial warranties and indemnities.  A payment of 10 million pounds will be
 made by Enodis to Magnet Limited on completion in respect of pension funding.
     The sale is expected to result in a net exceptional profit over book value
 of approximately 25 million pounds, which will be recorded in Enodis' results
 for the year ending September 30, 2001.  Due to availability of capital
 losses, no tax is expected to be payable on the exceptional profit.  The net
 cash proceeds will be used to repay bank debt.
     The sale of B and CP will enable Enodis to focus solely on its core
 commercial Food Equipment business, which through its broad range of "hot" and
 "cold" side products, is the world's leading food equipment manufacturer.
     The transaction is subject to the approval of Enodis' shareholders: a
 circular will be issued in due course giving further details and convening an
 EGM.  Completion, which is also subject to EU competition clearance, is
 planned before the end of June.  Enodis is due to announce its interim results
 on May 22, 2001.
     The Board of Enodis is committed to maintaining its strong relationships
 with customers and employees, which are central to its strategy for creating
 shareholder value.  It recognizes the requirement to restore this value and
 reduce debt, and is therefore carrying out a full review of its options in
 order to determine the most appropriate way of meeting these objectives.
     Peter Brooks, Chairman of Enodis, said: "We are delighted to have reached
 an agreement which is good for Enodis, Nobia and the management and employees
 of Magnet.  It will enable us to focus exclusively on our core Food Equipment
 business where we have powerful market-leading positions and excellent long
 term growth opportunities.  We are also pleased that the employees of Magnet
 will benefit from being part of the leading European manufacturer of domestic
 kitchen furniture."
 
     Notes to Editors:
     Magnet manufactures and sells kitchen and bedroom furniture, timber and
 PVCU joinery to both retail and trade customers, principally in the UK.  It
 also distributes bathroom products, mainly under the CP Hart brand.  Magnet's
 four manufacturing sites are located at Keighley, Penrith, Flint and
 Darlington.  CP Hart operates five showrooms, located in London (2), Glasgow,
 Manchester, and Guildford, and has a warehousing and logistics centre in Kent.
 
     This press release contains "forward-looking statements," within the
 meaning of the U.S. federal securities laws, that represent the Company's
 expectations or beliefs regarding future events, based on currently available
 information, including statements concerning its anticipated performance and
 plans.  These statements by their nature involve substantial risks and
 uncertainties, many of which are beyond the Company's control.  The Company's
 actual results could differ materially from those expressed in the
 forward-looking statements due to a variety of important factors.  Factors
 that could cause the Company's results to differ materially from its
 expectations include:  the Company's susceptibility to regional economic
 downturns, currency fluctuations, large customer order slowdowns and other
 risks related to its U.S., U.K. and foreign operations; its ability to realize
 cost savings from the its cost reduction program; keen competition in its
 fragmented and consolidating industry; and the other risk factors and more
 complete descriptions of these factors found under "Risk Factors" in the
 Company's Form 20-F filed with the SEC.
 
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SOURCE Enodis PLC
    LONDON, April 23 /PRNewswire Interactive News Release/ -- Enodis PLC
 (NYSE:   ENO; London: ENO) announces that it has reached agreement to sell its
 Building and Consumer Products Division ("B and CP") to a subsidiary company
 of Nobia AB ("Nobia") for a consideration of 134 million pounds, of which
 114 million pounds is in cash and 20 million pounds is in the form of a vendor
 loan, together with warrants to acquire Nobia shares.
     B and CP comprises Magnet Limited, a leading UK manufacturer and retailer
 of domestic kitchen furniture and other joinery products including windows and
 doors, and CP Hart & Sons Limited which distributes bathroom products.  The
 Division has 227 outlets throughout the UK, four plants and employs some
 2,300 people.  In the year ended September 30, 2000 sales were 276 million
 pounds and operating profits 27.1 million pounds.
     Nobia is a private company headquartered in Stockholm, Sweden.  It
 manufactures a wide range of kitchen furniture which it markets throughout
 Europe under the following brands:  Poggenpohl, Goldreif, Pronorm, Optifit,
 Norema, Marbodal, HTH, Segdal, and A la Carte.  Group turnover in the year
 ended December 31, 2000 exceeded SEK 4 billion (c 275 million pounds).
 Nobia's major shareholders are Industri Kapital 1994-fund, Skanska and Norsk
 Kyokken Invest.  A public offering of Nobia's shares is planned within the
 next two years.
     The vendor loan is repayable in 2009 or on a sale or public offering of
 Nobia if earlier.  The loan is subordinated to Nobia's bank and mezzanine debt
 and interest is payable to Enodis at 3.5 per cent over LIBOR.  In addition,
 warrants representing 1 per cent of the share capital of Nobia will be issued
 to Enodis on completion, with a potential for a further 1 per cent over the
 next 2 years if the vendor loan remains outstanding.  In total these warrants
 are estimated to have a potential value of up to 2 million pounds.  It is the
 intention of Enodis to retain these warrants for investment purposes.
     The cash consideration is subject to adjustment for any difference between
 the value of B and CP's audited net operating assets at March 31, 2001 and
 83.8 million pounds, the estimated amount.  The sale agreement contains normal
 commercial warranties and indemnities.  A payment of 10 million pounds will be
 made by Enodis to Magnet Limited on completion in respect of pension funding.
     The sale is expected to result in a net exceptional profit over book value
 of approximately 25 million pounds, which will be recorded in Enodis' results
 for the year ending September 30, 2001.  Due to availability of capital
 losses, no tax is expected to be payable on the exceptional profit.  The net
 cash proceeds will be used to repay bank debt.
     The sale of B and CP will enable Enodis to focus solely on its core
 commercial Food Equipment business, which through its broad range of "hot" and
 "cold" side products, is the world's leading food equipment manufacturer.
     The transaction is subject to the approval of Enodis' shareholders: a
 circular will be issued in due course giving further details and convening an
 EGM.  Completion, which is also subject to EU competition clearance, is
 planned before the end of June.  Enodis is due to announce its interim results
 on May 22, 2001.
     The Board of Enodis is committed to maintaining its strong relationships
 with customers and employees, which are central to its strategy for creating
 shareholder value.  It recognizes the requirement to restore this value and
 reduce debt, and is therefore carrying out a full review of its options in
 order to determine the most appropriate way of meeting these objectives.
     Peter Brooks, Chairman of Enodis, said: "We are delighted to have reached
 an agreement which is good for Enodis, Nobia and the management and employees
 of Magnet.  It will enable us to focus exclusively on our core Food Equipment
 business where we have powerful market-leading positions and excellent long
 term growth opportunities.  We are also pleased that the employees of Magnet
 will benefit from being part of the leading European manufacturer of domestic
 kitchen furniture."
 
     Notes to Editors:
     Magnet manufactures and sells kitchen and bedroom furniture, timber and
 PVCU joinery to both retail and trade customers, principally in the UK.  It
 also distributes bathroom products, mainly under the CP Hart brand.  Magnet's
 four manufacturing sites are located at Keighley, Penrith, Flint and
 Darlington.  CP Hart operates five showrooms, located in London (2), Glasgow,
 Manchester, and Guildford, and has a warehousing and logistics centre in Kent.
 
     This press release contains "forward-looking statements," within the
 meaning of the U.S. federal securities laws, that represent the Company's
 expectations or beliefs regarding future events, based on currently available
 information, including statements concerning its anticipated performance and
 plans.  These statements by their nature involve substantial risks and
 uncertainties, many of which are beyond the Company's control.  The Company's
 actual results could differ materially from those expressed in the
 forward-looking statements due to a variety of important factors.  Factors
 that could cause the Company's results to differ materially from its
 expectations include:  the Company's susceptibility to regional economic
 downturns, currency fluctuations, large customer order slowdowns and other
 risks related to its U.S., U.K. and foreign operations; its ability to realize
 cost savings from the its cost reduction program; keen competition in its
 fragmented and consolidating industry; and the other risk factors and more
 complete descriptions of these factors found under "Risk Factors" in the
 Company's Form 20-F filed with the SEC.
 
                     MAKE YOUR OPINION COUNT -- Click Here
                http://tbutton.prnewswire.com/prn/11690X46611755
 
 SOURCE  Enodis PLC