Waterford Wedgwood proposes EUR 100 million rights issue

Luxury crystal and porcelain manufacturer Waterford Wedgwood unveiled on 21 October 2004 a proposed fully underwritten rights issue of approximately EUR 100 million. The company also said that its pre…

Luxury crystal and porcelain manufacturer Waterford Wedgwood unveiled on 21 October 2004 a proposed fully underwritten rights issue of approximately EUR 100 million. The company also said that its pretax result for 1H 2004 to 30 September is likely to be below consensus market expectations. Waterford Wedgwood said that it has secured new banking facilities and repaid its existing senior facilities in their entirety. The proposed Rights Issue is on the basis of 5 New Stock Units for every 3 Stock Units held by qualifying stockholders (on a record date to be determined) at EUR 0.06 per New Stock Unit (approximately 1.66 billion New Stock Units). The Rights Issue price represents a discount of 53.8% to the closing price of EUR 0.13 per Stock Unit on 20 October 2004 The company said O“Reilly and Goulandris families have confirmed their intention to take up their full rights entitlements. The Rights Issue fully covers the cost of the equity component of the possible Royal Doulton acquisition. The Rights Issue is conditional on an announcement by the group of a firm intention to make an offer for UK-based kitchen-, table- and giftware manufacturer Royal Doulton but is not conditional on completion of the Royal Doulton acquisition. The Rights Issue is also conditional on the grant by the Irish Takeover Panel of a waiver under Rule 9 of the Irish Takeover Rules and on independent shareholder approval, each in respect of the underwriting arrangements. It is also conditional on shareholders approving an increase in the authorised share capital of the group and the renewal of various allotment authorities. Waterford Wedgwood said 21 October 2004 that it is in advanced discussions about a possible cash offer for Royal Doulton. Any formal offer is expected to be GBP 0.12 in cash per Royal Doulton share and, subject to the resolution of these matters, the Board of Royal Doulton intends to recommend such an offer. The new facility led by Burdale Financial is secured on the assets of the group and has a term of up to four years. With less restrictive covenants, the new facility offers greater flexibility and scope. It has also facilitated the repayment of existing senior facilities. The company“s working capital programme will be completed by December 2005 with major advances expected to be made by March 2005. The capacity utilisation of Wedgwood plants will be transformed by efficiencies accompanying the Royal Doulton acquisition, should that take place. Focused marketing initiatives have been introduced to drive revenue growth over the next few years. Sales for the six months to 30 September 2004 were EUR 356 million. On a like-for-like basis (excluding exchange and All-Clad), sales were 5% below the year-ago period and, as a consequence, the pre-tax result for the 1H 2004 is likely to be below consensus market expectations.