Clubhaus PLC has this morning announced an update on restructuring discussions, saying that an agreement in principal has been reached with its bondholders, preference shareholder and its principal bankers. The text is as follows:
Clubhaus PLC (“Clubhaus” or “the Company”) announced on 5 September 2001 in its interim results to 30 June 2001 that management were considering ways to address the balance between debt and equity levels. Clubhaus today announces that following extensive discussions with its bondholders, preference shareholder and its principal bankers, an agreement in principle has been reached on the proposed restructuring of the Company’s balance sheet and finances (“the Proposals”).
The Proposals, amongst other things, will be subject to ordinary shareholders voting in favour of them at an Extraordinary General Meeting (“EGM”) of the Company. The EGM will be convened in a document expected to be sent to shareholders before the end of March, which will give full details of the Proposals and the reasons why the Board feel that they are in the best interests of shareholders. The main terms of the Proposals are as follows:
Ordinary shareholders
The Company currently has approximately 103 million ordinary shares in issue. The Proposals detailed below require ordinary shareholders to vote in favour of new shares being issued to the bondholders and the preference shareholder and a reorganisation of the existing share capital to reflect a lower nominal value for each ordinary share (with each existing shareholder receiving one new share for each 50 pence share held). The Group currently has net liabilities following the valuation performed and announced late last year. The Proposals below if approved by shareholders would allow the Group to eliminate those net liabilities and establish a positive net asset position whilst simultaneously reducing a significant cash interest burden borne by the Company.
Bondholders
Clubhaus currently has in issue £60 million unsecured loan notes carrying an interest coupon of 12 7/8%. The interest payment due on 1 December 2001 of £3.9 million was not paid and the Company has been unable to meet this payment to date. Holders of 73 per cent. of the loan notes (“the Bondholders”) have formed an informal committee (“the Committee”) and discussions with the Committee have continued with a view to finding a solution to the outstanding liabilities. The Committee is being advised by Close Brothers Corporate Finance and Houlihan Lokey Howard & Zukin in this matter. The Committee has agreed in principle, subject to shareholders voting in favour of the proposal and the successful conclusion of a Scheme of Arrangement, to convert £45 million of principal of the loan notes, plus the unpaid interest into ordinary shares in the Company at a conversion price of approximately 7 pence per share. The Bondholders will receive approximately 730 million new ordinary shares in the Company representing approximately 80% of the equity share capital of the Company following completion of the Proposals.
The Proposals would preserve, in the form of loan notes, £15 million of the debt held by the Bondholders but the terms attaching to that debt would be amended. The cash payable interest coupon on the remaining loan notes would be reduced from 12 7/8% to 6% in the period to 31 December 2002 and to 8% in the second year. The Company would also have the ability at its option to pay the interest for these two periods in kind at 10%. The loan notes would thereafter attract interest at 12% per annum from 1 January 2004 onwards. The loan notes would be repayable in 2009 or earlier at the Company’s discretion without a redemption premium.
Preference shareholder
Clubhaus currently has in issue £7.6 million B redeemable preference shares. These shares are redeemable in December 2003 and carry a dividend coupon of 5% per annum. These preference shares are owned by Marylebone Warwick Balfour Group PLC (“MWB” or “the Preference Shareholder”) and the holding arose following Clubhaus’ demerger from The Ex-Lands Group P.L.C. subsequently acquired by MWB, in 1996. The preference share dividend for the year ended 31 December 2000 of £380,000 was declared and due to be paid in May 2001 but has yet to be paid. The Preference Shareholder has, subject to the approval of ordinary shareholders, agreed to convert the outstanding preference shares and its dividend rights into approximately 79.8 million new ordinary shares in the Company at a conversion price of approximately 10 pence per share representing approximately 9% of the equity share capital of the Company following completion of the Proposals. The Company intends to assist the Preference Shareholder with placing some or all of these new ordinary shares on implementation of the Proposals.
Financing arrangements
Subject to the successful outcome of the restructuring and the satisfaction of all conditions precedent to the facility, the Company’s principal banker has agreed to provide the Company with a new £42.3 million 7 year medium term loan facility. The Group’s other bank facilities will remain unaffected as to quantum and tenure. These facilities, together with the continued disposal of non-core assets, will allow the Company to pursue the further development and, with the injection of further equity in due course, the expansion of the UK Country Club business.
Effect of the Proposals
In the event that ordinary shareholders vote in favour of the Proposals at an EGM of the Company, the resulting ordinary shares in the Company will be owned in the following approximate proportions: 80% by the Bondholders, 11% by the current ordinary shareholders and 9% by the Preference Shareholder.
These Proposals, if approved by ordinary shareholders, would allow the Group to eliminate its net liability position and establish a positive net asset position whilst simultaneously reducing a significant cash interest burden borne by the Company.
Announcements
Following today’s announcement the Company will prepare a circular to be sent to shareholders in which the details of the Proposals will be clearly laid out. The circular will include a notice to convene the EGM at which the necessary resolutions to give effect to the Proposals will be voted on. It is expected that this circular will be sent out before the end of March. In addition, documents relating to the bondholders and the proposed scheme of arrangement, that will give effect to the Proposals to the extent that they relate to the Bondholders, will also be issued shortly thereafter.
The results for the period of nine months ended on 30 September 2001 will be announced and posted to shareholders at the same time as the circular containing the details of the restructuring.
The restructuring proposals have involved many different parties all of whose interests have had to be balanced and who will, ultimately, have to agree to the terms of the Proposals if they are to be implemented. The Board believes that the Proposals described above represent an equitable negotiated solution for all stakeholders in the Company
Commenting on today’s announcement, Robert Bourne, Chairman of Clubhaus PLC, said: “Negotiations to achieve our aim of addressing the balance between debt and equity levels have been very complex and time consuming, given that in order to arrive at a solution that the Board believes would be in the best interests of the Company’s ordinary shareholders, agreement has to be reached first with all of the Bondholders, the principal bankers and the Preference Shareholder.
“However, we believe that a satisfactory agreement now has been reached in principle and the Board was keen to report back to its ordinary shareholders to demonstrate the progress made. It is the Board’s intention to put the Proposals to the Company’s ordinary shareholders in the near future, subject to final agreement being reached. The Board believes that the Proposals offer a good solution to ordinary shareholders who will be able to participate in a recapitalised company which will focus on its successful Country Club strategy.”
Further enquiries to:
Charlie Parker, Managing Director, Rupert Horner, Finance Director
Clubhaus PLC Tel: 01732 835900
Capel Irwin
KBC Peel Hunt Tel: 020 7418 8900
Giles Sanderson
Financial Dynamics Tel: 020 7831 3113
The Informal Committee of Bondholders
Peter Marshall, Director
Close Brothers Corporate Finance Tel: 020 7655 3768
Clubhaus PLC www.clubhaus.com