31st Jul 2007 16:17
Amstrad PLC31 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 31 July 2007 FOR IMMEDIATE RELEASE Amstrad plc ('Amstrad') profit estimate Earlier today the boards of directors of British Sky Broadcasting Group plc ("Sky") and Amstrad plc ("Amstrad") announced that they have agreed the terms of a recommended cash offer (the "Offer") to be made by Sky Digital Supplies Limited ("Sky Digital Supplies"), a wholly-owned subsidiary of Sky, for the entire issued and to be issued share capital of Amstrad (the "Offer Announcement"). An offer document (the "Offer Document") and the Form of Acceptance, containingthe terms and conditions of the Offer, are being posted to Amstrad shareholderstoday. The Offer Document contains the following unaudited consolidated profit estimatefor the year ended 30 June 2007, which represents a profit forecast for thepurposes of the City Code on Takeovers and Mergers (the "Code"). This announcement is not a preliminary announcement of Amstrad's trading resultsfor the year ended 30 June 2007. It is Amstrad's intention to make a preliminaryannouncement of its financial and other results for the year ended 30 June 2007in due course. Amstrad Group Unaudited Profit Estimate for the Year Ended 30 June 2007 Year ended 30 June 2007 £'000 Revenue 68,770 Cost of sales (47,161) Gross profit 21,609 Distribution costs (665)Administrative expenses (5,802) Net operating expenses (6,467) Operating profit 15,142Finance income 2,005Finance costs (247) Profit before taxation 16,900 Tax (4,719) Profit for the period attributable to equity shareholders 12,181 Basic earnings per share 14.6pDiluted earnings per share 14.6p As set out on page 72 of the Offer Document, this profit estimate is based upon: • the published unaudited interim financial statements of the AmstradGroup for the six months ended 31 December 2006; and • unaudited management accounts of the Amstrad Group for the six monthsended 30 June 2007. This profit estimate has been prepared on a basis consistent with the accountingpolicies adopted by the Amstrad Group in its annual financial statements for theyear ended 30 June 2006. This profit estimate has been prepared not taking intoaccount any costs relating to the Offer. Pursuant to Rule 28.3 of the Code, Deloitte & Touche LLP ("Deloitte") and NMRothschild & Sons Ltd ("Rothschild") (Amstrad's auditor and financial adviserrespectively) are required to report upon this profit estimate and accordinglythe Amstrad Directors, who are solely responsible for this profit estimate, havereceived the following letters. Letter from Deloitte relating to the profit estimate The Board of Directorson behalf of Amstrad plcAmstrad plcBrentwood House169 Kings RoadBrentwoodEssexCM14 4EF NM Rothschild & Sons LtdNew CourtSt Swithin's LaneLondon EC4P 4DU 30 July 2007 Dear Sirs We report on the profit estimate comprising the estimated profit and lossaccount of Amstrad plc ("the Company") and its subsidiaries (together "the Group") for the year ended 30 June 2007 (the "Profit Estimate"). The Profit Estimateand the basis on which it is prepared is set out on page 72 of the offerdocument relating to the proposed acquisition of Amstrad plc by Sky DigitalSupplies Limited ("the Offer Document") issued by the Company dated 31 July2007. This report is required by Rule 28.3(b) of the City Code on Takeovers andMergers (the "Takeover Code") and is given for the purpose of complying withthat rule and for no other purpose. Responsibilities It is the responsibility of the directors of the Company (the "Directors") toprepare the profit estimate in accordance with the requirements of the TakeoverCode. It is our responsibility to form an opinion as required by the Takeover Code asto the proper compilation of the profit estimate and to report that opinion toyou. Save for any responsibility which we may have to those persons to whom thisreport is expressly addressed and which we may have to shareholders as a resultof the inclusion of this report in the Offer Document, to the fullest extentpermitted by law we do not assume any responsibility and will not accept anyliability to any other person for any loss suffered by any such other person asa result of, arising out of, or in accordance with this report or our statement,required by and given solely for the purposes of complying with Rule 28.4 of theTakeover Code, consenting to its inclusion in the Offer Document. Basis of Preparation of the Profit Estimate The Profit Estimate has been prepared on the basis stated on page 72 of theOffer Document and is based on the published unaudited interim financialstatements for the six months ended 31 December 2006 and the unauditedmanagement accounts for the six months ended 30 June 2007. The Profit Estimateis required to be presented on a basis consistent with the accounting policiesof the Group. Basis of opinion We conducted our work in accordance with Standards for Investment Reportingissued by the Auditing Practices Board in the United Kingdom. Our work includedevaluating the basis on which the historical financial information for the yearended 30 June 2007 has been prepared and considering whether the Profit Estimatehas been accurately computed using that information and consistent with theaccounting policies of the Amstrad Group. We planned and performed our work so as to obtain the information andexplanations we considered necessary in order to provide us with reasonableassurance that the Profit Estimate has been properly compiled on the basisstated. However, the Profit Estimate has not been audited. The actual results reportedmay be affected by required revisions to accounting estimates due to changes incircumstances or the impact of unforeseen events and we can express no opinionas to whether the actual results achieved will correspond to those shown in theProfit Estimate and differences may be material. Our work has not been carried out in accordance with auditing or other standardsand practices generally accepted in jurisdictions outside the United Kingdom,including the United States of America, and accordingly should not be reliedupon as if it had been carried out in accordance with those standards andpractices. Opinion In our opinion, the Profit Estimate has been properly compiled on the basisstated and the basis of accounting used is consistent with the accountingpolicies of the Group. Yours faithfully Deloitte & Touche LLPChartered Accountants Deloitte & Touche LLP is the United Kingdom member firm of Deloitte ToucheTohmatsu ("DTT"), a Swiss Verein whose member firms are separate and independentlegal entities. Neither DTT nor any of its member firms has any liability foreach other's acts or omissions. Services are provided by member firms or theirsubsidiaries and not by DTT. Letter from Rothschild relating to the Profit Estimate The DirectorsAmstrad plcBrentwood House169 Kings RoadBrentwoodEssexCM14 4EJ 30 July 2007 Dear Sirs We have discussed with you as Directors of Amstrad plc the profit estimatecomprising the estimated consolidated income statement of Amstrad plc and itssubsidiaries for the year ended 30 June 2007 (the "Profit Estimate"). We havealso discussed the accounting policies and basis of calculation for the ProfitEstimate with Deloitte & Touche LLP, Amstrad plc's auditors and we haveconsidered their letter of today's date addressed to both yourselves andourselves on this matter. On the basis of the foregoing, we consider that the Profit Estimate, for whichyou as Directors of Amstrad plc are solely responsible, has been compiled withdue care and consideration. This letter is provided to you solely in connection with Rule 28.3(b) of theCity Code on Takeovers and mergers and for no other purpose. Yours trulyFor and on behalf ofN M Rothschild & Sons Limited Robert Leitao Both Deloitte and Rothschild have given and not withdrawn their consent to theinclusion of their reports as set out above and the references to their names inthe form and contexts in which they appear. The terms defined in the Offer Announcement have the same meaning in thisannouncement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevantsecurities" of Amstrad, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofAmstrad, they will be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Amstrad by the offeror or Amstrad, or by any of their respective"associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/new/. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marksare defined in the Code, which can also be found on the Panel's website. If youare in any doubt as to whether or not you are required to disclose a "dealing"under Rule 8, you should consult the Panel. Enquiries: Amstrad plcMartin Bland Telephone: 01277 228888 Frank PRGraham Goodkind Telephone: 020 7693 6966 N M Rothschild & Sons LimitedRobert Leitao Telephone: 020 7280 5000 N M Rothschild & Sons Limited is acting for Amstrad and no one else inconnection with the proposed Offer and will not be responsible to anyone otherthan Amstrad for providing the protections afforded to clients of N M Rothschild& Sons Limited or for providing advice in relation to the proposed Offer. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Sky