Uniq: sells Dutch businesses to Gilde Equity

London / UK. (up) The convenience foods group Uniq PLC announces that it has reached agreement on the proposed sale of the Netherlands Business Units with the Benelux investment group Gilde Equity Management (GEM) for a total enterprise value of 20 million EUR (18 million GBP), payable on completion.

This proposed transaction requires prior consultation with the Works Councils of the Netherlands Business Units. It is also subject to the approval of Uniq shareholders and clearance from the competition authorities in the Netherlands and Germany, Uniq said in a press release.

Use of proceeds

The net cash proceeds from the proposed sale (after costs of approximately two million GBP and settlement of 0,9 million GBP of outstanding provisions) will be used to eliminate Group net debt (pro forma 2,5 million GBP at 25 September 2009 following the sale of Marie) with the balance being applied to shaping the long term future of Uniq whilst having regard to the significant UK pension deficit.

Commenting on the proposed disposal, Geoff Eaton, Chief Executive of Uniq said: «Today´s proposed sale, together with the transaction announced on 12 November 2009, creates a potential aggregate consideration of 48,5 million EUR (43,7 million GBP) from our Northern European division disposal programme.

This potential outcome, together with the completed sale of our French business for 71 million EUR, would deliver a very satisfactory result from the strategic refocusing programme we announced in March, allowing us to concentrate our resources on addressing the UK pension issue and building a stronger UK-focused business».

Following the completion of the consultation process with the Works Councils in the Netherlands, Uniq will dispatch a circular to shareholders giving details of both the German and Polish disposal and the Netherlands transaction, with notice of a general meeting. These two transactions are independent of each other and separate shareholder approvals will be requested.

Description of the Netherlands Businesses

Uniq´s Netherlands Business Units reported an operating loss of 0,5 million EUR (0,4 million GBP) for the year to 31 December 2008 and at that date had gross assets of 29,1 million EUR (27,9 million GBP) and net assets of 5,2 million EUR (5,0 million GBP). The Netherlands businesses comprise:

• Johma, a leading producer of chilled prepared salads, supplying customers in the multiple retail and foodservice channels in the Netherlands. Based in Losser, Johma employs around 210 people.
• Meal Solutions, a leading supplier of freshly prepared and pre-packaged sandwiches in Benelux. Also based in Losser, it employs around 100 people.

Note: EUR/GBP exchange rate of 1,11 as of 16 November 2009 has been used for translating the values relating to this transaction. Historic information has been translated at the appropriate prevailing rates.

About Gilde

Gilde Equity Management (GEM) Benelux is a Netherlands based private equity investor, focused on mid market buy-outs. Its portfolio includes the investments in De Banketgroep, the largest producer and marketer of pastry and waffle products in the Netherlands; Hamal Signature, the leading Belgian salad producer and marketer, owning strong brand names like Delio and Hamal; Bart´s retail – retailer and consumer foods company with 190 franchise outlets under the Bakker Bart brand; Socaz Group, a lubricant manufacturing company internationally operating through its subsidiaries De Oliebron, Kroon-Oil and Putoline; HG International, the branded supplier of cleaning products in the Netherlands, Belgium and the UK; and Hevea International, the European market leader in protective footwear operating under the Dunlop brand. Previously Gilde also invested in Royal Peijnenburg and Ad van Geloven in The Netherlands and All Crump in Belgium.