SANDAL PLC
("Sandal" or the "Company")
SHARE BUY-BACK AND NOTICE OF GENERAL MEETING
27 APRIL 2018
The Board of Sandal is pleased to announce that the Company has reached agreement in principle with one of its shareholders, Greenbrook Industries Limited ("GBI") for GBI to provide to the Company a term loan of up to £500,000 (the "Loan"). The commercial terms of the Loan include that it will bear interest at a rate of 7% per annum (accruing daily) and that the Loan will be repaid in full on or before 28 February 2025. As part of the commercial conditions for advancing the Loan, GBI requires that the Company acquires 862,068 ordinary shares of £0.02 each in the capital of the Company (the "Shares") for a total aggregate consideration of £249,999.70 (the "Consideration"). The Consideration will be satisfied from the distributable profits of the Company (as opposed to from its capital or the proceeds of a fresh issued of shares) but will be financed by using part of the Loan. Following the advance of the Loan in full the Company will have an additional £250,000.30 (less costs of the acquisition of the Shares other than the Consideration) to invest in its business. It is anticipated that these sums will be used for development expenses and new product launches.
It is therefore proposed that the Company enter into an off-market agreement GBI, to purchase from GBI the Shares for the Consideration (the "Purchase Agreement"). Once these shares have been purchased, it is proposed that they be cancelled.
It is anticipated that the utilisation of the Loan amount (net of costs of the buy-back of the Shares) to be provided by GBI to the Company, together with the reduction in the issued share capital of the Company will result in an increase in its earnings per share.
Until GBI has entered into legally binding agreements with the Company there can be no guarantee that the advance of the Loan or the Company's acquisition of the Shares will complete. It is currently anticipated that the legally binding agreements will be entered into on or before 30 June 2018.
A circular has been posted to shareholders today convening a General Meeting to be held at 10.30am on 16 May 2018 at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London WC2A 3TH, at which a resolution will be proposed to approve the purchase of the Shares. A copy of this circular will be shortly available on the Company's website: http://www.sandal-plc.co.uk/reg-info.html
This announcement contains information which, prior to its disclosure, was inside information for the purposes of Article 7 of EU Regulation 596/2014.
The directors of Sandal Plc accept responsibility for the contents of this announcement.
Ends
Enquiries:
Sandal Plc 01279 422022
Alan Tadd, CEO
Oliver Tadd, Director
www.sandal-plc.co.uk
Cairn Financial Advisers LLP
David Coffman/Jo Turner 020 7213 0880
MB Communications
Maxine Barnes 07860 489571
Notes to editors:
Sandal plc commenced business in 1996 and joined NEX in March 2015. The Company designs, develops and manufactures consumer electronics products. Its business is divided into two distinct product groups, PowerConnections, a long established wholesaler and reseller of a successful and patented range of converter plugs and power cables, and Energenie, which sells a newer product range that includes energy saving products, portable charging devices and the new Energenie MiHome range of products aimed at the "Home Automation" and "Internet of Things" marketplace.
The range of Energenie MiHome home automation products makes the remote operation of everyday household appliances and energy monitoring more accessible through integration with smartphone and tablet connectivity. The Energenie MiHome range is also integrated with the major players in the home automation market including Google Nest and Amazon Echo. Energenie MiHome products are available through a number of mainstream retailers including Amazon, Argos and Sainsbury's. In addition Energenie also offers Eco and electrical, travel and energy saving products for homes and offices, reducing energy usage and the Home Automation sector. It has store listings for its current products with several large retailers including Homebase, Amazon, Screwfix, Toolstation and ASDA.
PowerConnections is a supplier to customers, in the UK and abroad, of single-phase electrical connection products. The products are manufactured in three partner factories in the Far East and have distributors worldwide for its range of patented converter plugs. The Company's product portfolio consists of International Power Leads, Rewireable Plugs, Converters and Connectors. These products are stocked in the Far East, Australia and UK.