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Thursday 29 October, 2009

Your Space PLC

Trading Update & Summary of T

RNS Number : 5477B
Your Space PLC
29 October 2009
 



Your Space plc ("Your Space" or "the Company")


Trading Update and Summary of the Terms of the Proposed Company Voluntary Arrangement ("CVA")


Your Space announces an update in relation to trading and the measures proposed to address the Company's current financial position and to create a stable financial platform for the business.


As a result of the downturn in activity and asset values in the property market, the Company has faced challenges in securing increased occupancy rates to target levels which has ultimately had an adverse effect on the strategy of the Company and its forecasts and cash flow.


The directors of Your Space ("Directors") have taken steps to try and secure further funding for the Company, a strategy outlined in the Company's interim results to 30 September 2008 which were released on 23 December 2008:


  • In June 2009 the Directors sought to obtain additional funding by way of a new convertible loan note from a private investor but the conditions attaching to the funding prevented the Directors from agreeing a deal; 


  • The Directors also held discussions with a third party which were at advanced stages with respect to a sale of part of the business but the transaction did not complete due to problems with the purchaser being able to satisfy the company on its ability to transact this deal. This transaction would have seen trade creditors in relation to that part of the business, repaid in full; and


  • The Directors requested an increase and extension of their banking facilities from the Bank of Ireland ("Bank") but in the circumstances this was not forthcoming.



Despite the efforts of the Directors on 15th September 2009, they formed the opinion that the Company did not have sufficient working capital for their present requirements and the Directors therefore requested a temporary suspension of trading of the Company's shares.


The directors of the Company and its wholly owned subsidiaries have finalised the terms of company voluntary arrangement (the "CVA Proposal") to be put to unsecured creditors of Your Space plc, Workspace (Northwest) Limited and Yourspace UK Limited. The CVA Proposal is in full and final settlement of all claims of unsecured creditors against it. The CVA Proposal document, which contains full details of the CVA, was posted to shareholders and creditors of Your Space and its subsidiaries last night.


The Bank of Ireland, the Group's secured lender, has confirmed its support for the CVA proposal. Her Majesty's Revenue and Customs, the largest unsecured creditor across the Group by value, has reviewed a draft of the CVA proposal and agreed to consider it favourably. The Group's main landlord has also announced its support for the CVA.


A CVA is a formal procedure under Part I of the Insolvency Act 1986 that allows a company to agree a composition or arrangement with its creditors in satisfaction of some, or all, of its debts.


The CVA Proposal requires the approval of the creditors of the Company and its subsidiaries and the shareholders of Your Space. Its main terms are summarised below.


Unsecured creditors with estimated debts totalling £5.5 million will be asked to compromise their claims for payment.


Commencing on 16 February 2010, it is proposed that £1.1 million will be paid into the CVA at a rate of £366,667 per annum for the first three years of the CVA. It is estimated that this will result in a payment of 20 per cent. of the above creditors' debt. In addition, further payments may be payable to unsecured creditors in accordance with the provisions contained in the CVA Proposal document which include a dividend based on surplus net cash flow generated by the Company during the CVA period of up to an estimated further 40 per cent. of the above creditors' debtand/or if the Companies sell any property owned by them and there is a surplus after the secured creditors are paid in full then any surplus will be paid to unsecured creditors. The requirement to propose an additional trading dividend to unsecured creditors means they are given the opportunity to benefit further once the Company returns to profitability and trading exceeds what was envisaged at the date of the CVA Proposal.


Throughout the CVA process, Your Space and its subsidiaries will continue trading under the control of their respective directors and operate as going concerns. The Company and its subsidiaries are not in, and will not be, in administration as a result of commencing the CVA process.


The CVA Proposal document contains notices of meetings of the unsecured creditors and shareholders of Your Space and its subsidiaries to consider and, if thought fit, approve the CVA proposal. To become effective, the CVA requires the approval of 75 per cent. in value of the creditors present in person or by proxy and voting on the resolution to approve the CVA Proposal; and 50 per cent. in value of the shareholders present in person or by proxy and voting on the resolution


The Directors, and the Company's nominees, are firmly of the opinion that the CVA proposal and the CVA process in general will result in a better outcome for creditors than would occur if the Company and its subsidiaries were placed into administration or liquidation. However, in the event the CVA is not agreed, there is a likelihood that the Company and its subsidiaries will be placed into administration.


The CVA meetings for creditors and shareholders of the Company and its subsidiaries will be held at 12.30 p.m. on Monday, 16 November 2009 at Deloitte LLP, 1 City SquareLeedsLS1 2AL.


The detailed terms of the CVA Proposal, including details for the meetings, are contained in the document that was posted to unsecured creditors and shareholders of the Company and its subsidiaries last night by the joint nominees of the CVA Proposal being Daniel Francis Butters and William Kenneth Dawson of Deloitte LLP. Copies of the CVA Proposal document are available for inspection at Deloitte LLP, 1 City SquareLeedsLS1 2AL during normal business hours on any business day with effect from today and up to and including the day of the CVA meetings. Copies will also be available for download from the Company's website - www.yourspaceplc.com.


Your Space owns 4 freehold properties. The Governor and Company of the Bank of Ireland has a legal charge over each of these properties. The Directors are in discussions to sell these properties and ultimately reduce the Company's indebtedness to the Bank. 


Due to the challenges the Companies have faced in securing increased occupancy rates to target levels, the Company has made the decision to surrender certain of its leases in return for a nominal surrender fee.  The lease of the Clerkenwell property is to be assigned to an unconnected third party. In place of the leases the Company will enter into owner manager contracts with the respective landlords of each leasehold property. Each of the landlords has agreed to this amended arrangement. The Company will therefore be able to continue with the serviced office business. As far as the contracting business is concerned, the Directors expect to be able to increase their gross margins as a result of their sector expertise and by following an in house approach which means only a small amount of work has to be sub-contracted.


The Directors believe that provided trading levels remain as currently forecast, the Company will return to profitability and will have sufficient working capital to make the payments envisaged under the CVA Proposal. The Directors also believe that the Companies will be able to pay a further dividend to creditors dependent on performance of the Company and the overall commercial property market.


Commenting on the CVA Proposal, Chris PhillipsNon Executive Chairman, said:


"This announcement details the continuing steps we are taking to implement the strategy necessary to secure Your Space's long term future. With the support of the Bank of Ireland and the Company's other secured creditors, the board is strongly of the view that the CVA proposal is in the best interests of the group and its stakeholders as a whole."


Daniel Butters, who is based in Deloitte's Leeds office said: "This CVA allows the business to remain as a going concern and to maintain its trade. It offers job security to employees and certainty to its trading partners."


"The use of a CVA will result in a greater return to creditors compared to alternative insolvency procedures such as an administration or liquidation."


The Company expects to be able to announce its preliminary results to 31 March 2009 and its interim results to 30 September 2009 by 31 December 2009, depending upon the outcome of the CVA.


The Company will release a further announcement once the outcome of the CVA has been determined.



For further information please contact:


Steve Turton, Director, Your Space plc                                              0151 229 1700


Richard Hughes / Bobby Fletcher, Zeus Capital                               0161 831 1512



This information is provided by RNS
The company news service from the London Stock Exchange
 
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