(AXN.L) Alexon Group PLC Buy/Sell

RNS Number : 1890I Alexon Group PLC 05 March 2010

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RNS Number : 1876I Alexon Group PLC 05 March 2010

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RNS Number : 1626I Alexon Group PLC 05 March 2010

This document (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in or into the United States (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLuMBIA), Australia, Canada, SOUTH AFRICA or Japan.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY ALEXON GROUP PLC TODAY IN CONNECTION WITH THE CAPITAL RAISING. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.

5 March 2010

Alexon Group plc

Capital Raising, Property Portfolio Reorganisation and New Bank Facilities

Overview

The Board of Alexon Group plc today announces that it is proposing to raise approximately £20.3 million (£18.5 million net of expenses) by way of a Firm Placing and Placing and Open Offer of New Ordinary Shares in the Company.

33,333,333 New Ordinary Shares will be issued through the Firm Placing at 20 pence per Firm Placed Share and 68,267,652 New Ordinary Shares will be issued through the Placing and Open Offer at 20 pence per Open Offer Share. The Firm Placed Shares do not qualify for the Open Offer. The Open Offer is being made to Qualifying Shareholders on the basis of 3 Open Offer Shares for every 2 existing Ordinary Shares held by Qualifying Shareholders at the Record Date. The Capital Raising will result in the issue of 101,600,985 New Ordinary Shares (representing approximately 69.1 per cent. of the enlarged share capital of Alexon).

The Issue Price represents a 40.7 per cent. discount to the Closing Price of 33.75 pence per Ordinary Share on 4 March 2010 (being the last business day prior to this announcement).

The Capital Raising is conditional on, amongst other things, the passing of the Capital Raising Resolutions at the Extraordinary General Meeting and upon the Placing Agreement becoming unconditional in all respects and not being terminated prior to Admission.

The Capital Raising is fully underwritten by Investec, on, and subject to, the terms of the Placing Agreement.

The ex-entitlement date for the Open Offer is 8.00 a.m. on Monday 8 March.

Highlights of the Property Portfolio Reorganisation

· Alexon has identified 63 specific onerous leases on account of their unfavourable commercial terms and/or inappropriate locations (the "Prioritised Leases")

· The Group has reorganised its property portfolio by exiting from eight Prioritised Leases; entering into option agreements to terminate liabilities under 26 Prioritised Leases and an assignment (subject to landlord consent) in respect of one further Prioritised Lease; reaching agreement in principle to terminate or assign seven Prioritised Leases; and deciding not to renew one significant Prioritised Lease which will expire in September 2010

· Aggregate annualised cash cost savings for the Group from the items outlined above are expected to be approximately £5.2 million
· In addition, Alexon expects to achieve further savings in respect of another six Prioritised Leases through a combination of renegotiation of the terms with the landlords and / or rebranding
· A further two significant stores with Prioritised Leases are being actively marketed with a view to securing assignments to third parties in due course

· Whilst no agreement has been reached with the landlords in respect of the remaining twelve Prioritised Leases, Alexon will continue to explore possible solutions for these leases

· The Group has also negotiated improved commercial terms in respect of ten non-Prioritised Leases which will result in an annualised net rent reduction of approximately £0.3 million

Other highlights

· Of the net proceeds of the Capital Raising of approximately £18.3 million, approximately £10 million will be used to satisfy the consideration payable for the Property Portfolio Reorganisation plus associated costs

· The balance of approximately £8 million will be used to invest in the Group's outdated systems; re-fit the Group's existing concessions and invest in new concessions and new store openings

· Alexon will enter into New Bank Facilities with Barclays to replace the Existing Bank Facilities. The New Bank Facilities are conditional upon Admission

· The New Bank Facilities expire in March 2013 and comprise an £8 million revolving credit facility, a £6 million amortising term loan and £6,154,000 ancillary facilities

· The Group's loss from continuing operations before exceptional items, interest and taxation for the 52 weeks to 30 January 2010 is not expected to be greater that £1.0 million
· Since the start of the new financial year, trading has continued on an encouraging trend, with the rate of like-for-like sales decline reducing to minus 3.7 per cent. for the four weeks to 28 February 2010

Richard Handover, Chairman of Alexon, commented:

"Alexon Group has strong brand equity and has historically been profitable and cash generative but in recent times the Group has lost market share due to underinvestment over several years. In addition the Group's financial performance continues to be significantly affected by a large number of onerous property leases, as well as cash constraints on investment. The new management team has developed a turnaround strategy which is now being implemented and there is good evidence of this working.

Today's announcement will enable Alexon to accelerate its turnaround plan and is in the best interests of Alexon, its Shareholders and other stakeholders. The Property Portfolio Reorganisation will establish a more appropriate operational structure for the business, whilst the increased investment in systems, concessions and store openings will ensure Alexon has a strong platform to grow going forward."

A conference call for analysts and investors will be held at 2.30 p.m. today. Please call Zoe Bird at Brunswick on 020 7404 5959 to obtain dial in details.

For further information, please contact:

Alexon Group Plc Tel: 01582 723131

Jane McNally, Chief Executive

John Boyle, Finance Director

Investec Investment Banking Tel: 020 7597 5970

Chris Treneman

James Rudd

Brunswick Tel: 020 7404 5959

Simon Sporborg

James Olley

Zoe Bird

IMPORTANT INFORMATION

This announcement is for information only and does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, securities of the Company in the United States or in any other jurisdiction. This announcement should not be forwarded, published or distributed directly or indirectly, in or into the United States or any of the other Extended Territories.

This announcement has not been approved by the Financial Services Authority or by any other regulatory authority. This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information provided in the Prospectus which is expected to be published by the Company later today. Copies of the prospectus will, following publication, be available for inspection at the Company's registered office at 40 - 48 Guildford Street, Luton, LU1 2PB, United Kingdom, at the Company's website at www.alexongroup.co.uk and at the UK Listing Authority's Document Viewing Facility, which is situated at 25 North Colonnade, Canary Wharf, London, E14 5HS.

This document (and the information contained herein) is not for release, publication or distribution, directly or indirectly, in or into the United States (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLuMBIA), Australia, Canada, SOUTH AFRICA or Japan.

These written materials do not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the US Securities Act of 1933, as amended, or are exempt from such registration. The Firm Placed Shares, the Open Offer Entitlements, the Open Offer Shares and the Application Forms have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in these written materials, will not be accepted. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. There will be no public offer of the New Ordinary Shares in the United States.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The New Ordinary Shares have not been or will not be registered under the securities legislation of any province or territory of Canada. Subject to certain exceptions, the New Ordinary Shares will not be directly or indirectly offered for subscription or purchase, taken up, sold, delivered, renounced or transferred in or into Canada. Therefore, subject to certain exceptions, no offer or sale of New Ordinary Shares will be made within Canada and no Application Forms will be sent to, nor will any Open Offer Entitlements be credited to a stock account in CREST on behalf of any Shareholder with a registered address or who is resident or located in Canada.

No communication or information relating to the offer of New Ordinary Shares may be disseminated to the public in jurisdictions other than the United Kingdom where prior registration or approval is required for that purpose. No action has been taken that would permit an offer of the New Ordinary Shares in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

Investec is acting as Sponsor, Financial Adviser, Bookrunner and Underwriter to Alexon in respect of the Capital Raising.

This announcement has been issued by and is the sole responsibility of Alexon. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.

Investec is acting for Alexon and no one else in connection with the Capital Raising and will not regard any other person as a client in relation to the Capital Raising and will not be responsible to anyone other than Alexon for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raising or any matters referred to in this announcement.

Certain statements made in this announcement constitute forward-looking statements. Forward-looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Group's expectations, intentions and beliefs concerning, amongst other things, the Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Group operates, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, cash flows, dividends of the Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. As such, forward-looking statements are no guarantee of future performance.

Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Company or its subsidiaries, earnings, financial position, cash flows, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions and such other risk factors identified in the "Risk Factors" section of the Prospectus. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this announcement and are not intended to give assurance as to future results.

Alexon Group plc

Capital Raising, Property Portfolio Reorganisation and New Bank Facilities

Introduction

The Board of Alexon announces today that it is proposing to raise approximately £20.3 million (£18.5 million net of expenses) by way of the Firm Placing and the Placing and Open Offer of New Ordinary Shares in the Company. The proceeds of the Capital Raising will be used to satisfy the consideration payable for the Property Portfolio Reorganisation and to provide additional funding for the Group's investment programme.

33,333,333 New Ordinary Shares will be issued through the Firm Placing at 20 pence per Firm Placed Share and 68,267,652 New Ordinary Shares will be issued through the Placing and Open Offer at 20 pence per Open Offer Share. The Company is proposing to offer Open Offer Shares, pursuant to the Placing and Open Offer, to Qualifying Shareholders (other than, subject to certain exceptions, Shareholders with a registered address in, or who are resident in, the United States or any of the other Excluded Territories). The Open Offer is being made to Qualifying Shareholders on the basis of 3 Open Offer Shares for every 2 existing Ordinary Shares held by Qualifying Shareholders at the Record Date.

The Capital Raising is fully underwritten by Investec on, and subject to, the terms of the Placing Agreement.

The Issue Price of 20 pence per New Ordinary Share represents a 40.7 per cent. discount to the Closing Price of 33.75 pence per existing Ordinary Share on 4 March 2010 (being the last business day prior to the announcement of the Capital Raising).

The Capital Raising is conditional upon, among other things, the approval of the Resolutions by Shareholders at the Extraordinary General Meeting being convened for 11.00 a.m. on 23 March 2010.

Information on Alexon

Alexon is a retailer of women's fashion, trading under a portfolio of six brands. The brands operate mainly as concessions within host department stores in the UK, such as House of Fraser, Debenhams and major independent department stores, as well as in Belgium, Germany and the Republic of Ireland. The Group also operates a chain of standalone stores in the UK and a clearance chain (known as "Stock Trading"), which it uses to clear old seasons' stock. As at 30 January 2010, the Group had 1,139 outlets in total, of which 892 are concessions in the UK, 145 are concessions in Europe and 102 are UK standalone stores. The Group also retails through its own websites and through the host websites of House of Fraser (all brands) and the John Lewis Partnership (Kaliko) and has successfully trialled retailing through third party catalogues.

The Group's six brands are:

Eastex (252 UK concessions and 28 European concessions as at 30 January 2010)

This is a range of easy to care for clothes for women of 65 years plus who take pride in their appearance. The Directors believe this brand enjoys a high degree of customer loyalty. Eastex has been a consistently high profit generator within the Group and has been the subject of recent expansion (both through an increased number of outlets and the number of catalogues through which this brand is sold).

Dash (176 UK concessions, 21 European concessions and 12 standalone UK stores as at 30 January 2010)

This is a strong performing brand that seeks to offer practical, comfortable and stylish clothes. Dash is positioned for the 45 years plus woman looking for co-ordinated leisure outfits with a focus on trims and detailing. Additional expansion of this brand is underway, including the launch of a new sub-brand "Pure Dash".

Ann Harvey (65 UK concessions, 29 European concessions and 51 standalone UK stores as at 30 January 2010)

This is a niche retail brand catering for the plus size mature woman, size 16 to 32. Ann Harvey is positioned to provide stylish clothes for all occasions, which work for a larger silhouette. The offer is targeted at the 45 years plus customer looking for value for money. Recent Ann Harvey store refits have been well received and the brand's online sales are rapidly expanding. The Directors also believe that this brand has overseas growth potential.

Kaliko (132 UK concessions, 23 European concessions and 11 standalone UK stores as at 30 January 2010)

This is a boutique style, feminine offering with co-ordinated outfits for all occasions for women of 40 years plus. The brand has been adversely affected by space reductions but the range has shown early signs of recovery and a public relations campaign is underway. Again, this brand has been trading successfully online.

Minuet Petite (106 UK concessions and 19 European concessions as at 30 January 2010)

This is an established, niche brand offering of smart occasion wear for the petite customer of 45 years plus. There has been an increase in the number of concessions in House of Fraser and independent stores which has partly offset the reduction in the number of concessions operated in John Lewis Partnership stores. The Directors also believe that this brand has the potential to expand via online channels.

Alexon (151 UK concessions, 25 European concessions and 3 standalone UK stores as at 30 January 2010)

This brand, which was established in 1929, provides a premium retail offer positioned for the woman looking for an accessible price point within the luxury event wear market. The products encompass co-ordinated outfits and are tailored for the more mature customer (55 years plus). Alexon has recently experienced space reductions. The Directors are planning to address the poor performance of this brand by launching a new product direction and the creation of a design led sub-brand (which it expects to launch for the 2010 Autumn/Winter season).

Stock Trading, the Group's chain of clearance outlets which sells prior season stock for all of the Group's brands, operates 10 UK concessions and 8 standalone UK stores as at 30 January 2010.

Recently the three major department stores, being House of Fraser, Debenhams and the John Lewis Partnership, have been increasing their "own label" product as a substitute for concession product. The impact of this trend has been mitigated by a number of independent department stores approaching the Group to expand their "branded" fashion offering.

The UK concessions, European concessions and UK standalone stores accounted for approximately 70 per cent., 13 per cent. and 17 per cent. respectively of the Group's revenue from continuing operations for the 26 weeks to 1 August 2009.

Background to and reasons for the Capital Raising

Following the appointment of Jane McNally as Chief Executive in June 2008, the Group undertook a detailed strategic review. Despite the Group's proven track record of achieving profitability for the right brands in the right locations, this review identified a number of issues within the business in an increasingly competitive market. In particular: a weakened brand identity in four of the Group's then seven brands; an operational structure and legacy leases that were not aligned to the forward strategy; a lack of investment and best practice in many areas; and a depleted management team.

Notwithstanding these issues, the Board believed that there was an exciting opportunity to build on the heritage of the Alexon brands; exploiting a growing customer demographic - the ageing UK population, improving the benefits of diversified niche brands, and capitalising on a business model with low fixed costs. Accordingly, a turnaround plan for the Group was developed.

The Group's priorities for the business were split into immediate next steps, medium term priorities and longer term priorities:

· Immediate next steps - develop a strategy to deal with the Group's onerous leases; strengthen the management team and operational structures to improve buying, reduce aged stock and develop clearer brand strategy; secure support from the Group's Lender, suppliers and host stores; establish a web presence; address legacy issues through the exit from Bay Trading, the closure to further accrual of the Group's pension scheme and the closure of the Group's manufacturing division;

· Medium term - secure bank and equity financing for: a property portfolio reorganisation, renegotiation of commercially unfavourable leases and the Group's investment programme (investment in web, MIS and other IT infrastructure needs, concession growth and development and limited store expansion); and

· Long term - commence with the implementation of the Group's investment programme and continue the turnaround of the Group's brands.

The immediate next steps of the turnaround plan have largely been completed. The Group has strengthened the management team and operational structures, improved its buying, reduced aged stock and been proactive in developing a clearer brand strategy. The Group also secured the support of its Lender, suppliers and host stores and begun to establish a web presence. In April 2009, the Group exited its loss-making value brand, Bay Trading, which had been facing increasingly intense competition in its market segment, closed the Group's pension scheme to further accrual and closed the Group's manufacturing division.

Despite this progress in the Group's turnaround plan, the Group's financial performance has been and continues to be significantly affected by a large number of onerous property leases. As part of the turnaround plan, the Group prioritised 63 specific onerous leases (the "Prioritised Leases") on account of their unfavourable commercial terms and/or inappropriate locations. These Prioritised Leases represent an annualised cash cost to the Group of approximately £7.0 million (excluding contingent costs) and annualised sales of approximately £14.6 million.

Details of the initiatives taken to address the Prioritised Leases are set out below. These are expected to cost the Group approximately £10 million (including legal fees and contingency) and result in significant cash cost savings for the Group. Accordingly, the Board has concluded that the Property Portfolio Reorganisation is in the best interests of the Group and its Shareholders as a whole and will establish a more appropriate operational structure for the business which will accelerate the Group's turnaround plan. The Group therefore intends to raise approximately £18.5 million (net of expenses) by way of the Capital Raising to satisfy the consideration payable for the Property Portfolio Reorganisation and to provide additional funding for the Group's investment programme.

Summary of the Property Portfolio Reorganisation

Of the 63 Prioritised Leases, the Group has:

· already exited from eight Prioritised Leases;

These leases were exited at a cost of approximately £0.2 million before expenses).

· entered into option agreements to terminate liabilities under 26 Prioritised Leases (the "Options to Terminate") and an assignment in respect of one further Prioritised Lease (the "Assignment");

The leases and guarantees of leases to which the Options to Terminate and the Assignment relate have an average outstanding term of 5.1 years. Upon exercise of the 26 Options to Terminate and completion of the Assignment, an aggregate cash consideration of approximately £5.7 million (before expenses) will become payable to landlords and the assignee representing a cost of exit equivalent to approximately 15 months' rent. The Options to Terminate are not conditional and do not provide for any contractual rights in respect of termination or revocation. The Assignment is subject to landlord consent (although such consent may not be unreasonably withheld).

On exercise of certain Options to Terminate, the Group will be required to enter into: (i) short leasebacks on improved terms in respect of the relevant premises so as to facilitate an orderly wind down of the relevant stores; and/or (ii) new leases to replace certain other existing leases (which were not identified as Prioritised Leases). As a result of these new leases the Group will occupy the relevant premises for an extended term but at a reduced annual rent.

The Options to Terminate may be exercised by the Group at any time prior to 31 May 2010. The exercise of certain Options to Terminate is inter-conditional. The Group intends to exercise all of the Options to Terminate as soon as practicable following completion of the Capital Raising. If the Capital Raising does not take place, the Directors will consider the extent to which it is in the Group's interests to exercise any of its rights under the Options to Terminate.

· reached agreement in principle to terminate or assign seven Prioritised Leases;

Assuming these Prioritised Leases are terminated or assigned, an aggregate cash consideration of approximately £0.8 million (before expenses) will become payable by the Group, representing a cost of exit equivalent to approximately 16 months' rent. Although no binding agreement has been entered into in respect of such arrangements as at the date of this announcement, the Group expects to formalise these arrangements shortly.

· decided not to renew one significant Prioritised Lease which will expire in September 2010;

The Directors expect that the aggregate annualised cash cost savings for the Group from the actions outlined above would be approximately £5.2 million.

In addition, the Directors expect to achieve further annualised cash cost savings in respect of a further six Prioritised Leases through a combination of renegotiation of the terms with the landlords and/or rebranding (i.e. changing the goods sold at the location from one Alexon brand to another more appropriate Alexon brand) and other operational actions. The Directors expect to incur costs of approximately £1.1 million (before expenses) to realise these savings.

A further two significant stores with Prioritised Leases are being actively marketed with a view to securing assignments to third parties in due course which, if successful, would result in further annualised cash cost savings. The Directors expect to incur costs of approximately £1.0 million to realise these savings.

Whilst no agreement has been reached with the landlords in respect of the remaining 12 Prioritised Leases, the Directors will continue to explore possible solutions for these leases.

As a result of the Property Portfolio Reorganisation the Group's UK standalone store portfolio will reduce from 101 stores (comprising 85 open stores and 16 sublet or vacant stores) to 66 open stores. The current store portfolio and store portfolio following the Property Portfolio Reorganisation are set out below:

UK store portfolio as at 5 March 2010
UK European
Brand UK shops concessions concessions Total
Eastex 0 252 28 280
Dash 12 176 21 209
Ann Harvey 51 65 29 145
Minuet Petite 0 106 19 125
Alexon 3 151 25 179
Kaliko 11 132 23 166
Clearance - "Stock Trading" 8 10 0 18
Sub-let or vacant 16 0 0 16
Total 101 892 145 1,138

Store portfolio following the Property Portfolio Reorganisation
UK European
Brand UK shops concessions concessions Total
Eastex 0 252 28 280
Dash 10 176 21 207
Ann Harvey 33 65 29 127
Minuet Petite 0 106 19 125
Alexon 2 151 25 178
Kaliko 11 132 23 166
Clearance - "Stock Trading" 8 10 0 18
Sub-let or vacant 2 0 0 2
Total 66(1) 892 145 1,103

Note (1): This figure excludes the 14 short leasebacks and a 12 month licence agreed to as part of the Property Portfolio Reorganisation. These short leasebacks have an average term of 20 months. Many of the short leasebacks include break provisions which may be exercised by the Group (subject to the terms of the relevant leaseback).

In addition to the 63 Prioritised Leases, there are a further 20 leases for which onerous lease provisions have been made and which the Group intends to address through initiatives such as negotiating more attractive commercial terms and improved trading. The Group has to date negotiated more attractive commercial terms in respect of ten of the non-Prioritised Leases which the Directors expect will result in an annualised net rent reduction for the Group of approximately £0.3 million.

New Bank Facilities and Warrants

The Company announced today that it has entered into New Bank Facilities with Barclays Bank plc to replace the Existing Bank Facilities.

The New Bank Facilities expire in March 2013 and comprise an £9,504,000 million revolving credit facility, a £6 million amortising term loan and £5,650,000 on-demand facilities.

The New Term and RCF Bank Facilities contain financial covenants based on actual EBITDA, EBITDAR and net debt for the three quarters ending 31 January 2011. From April 2011, the financial covenants are a leverage ratio (Net debt/EBITDA), an interest cover ratio (EBITDA/Interest) and a fixed charge cover ratio (EBITDAR/(Rent plus interest) to be tested quarterly. In addition, there is an asset based financial covenant based around eligible property, eligible stock and eligible debtors and restrictions on capital expenditure.

The Company has agreed to pay the Lender an arrangement fee of £210,000 on the date of signing of the New Term and RCF Bank Facilities, an amendment fee of 100 basis points calculated on the aggregate commitments of the New Bank Facilities, together with a further fee of £600,000 by no later than 31 August 2010. The interest margin payable is 350 basis points.

It is a condition precedent to utilisation of the New Term and RCF Bank Facilities that Alexon grants the Lender Warrants to subscribe for Ordinary Shares in aggregate equal to one per cent. of Alexon's issued share capital immediately following completion of the Capital Raising at a strike price equivalent to the Issue Price. The Warrants will expire six years after completion of the Capital Raising, if not exercised prior to that date and are conditional upon completion of the Capital Raising.

The New Bank Facilities are conditional upon the Company receiving a minimum of £15,504,000 by way of net proceeds from the Admission. If the Company does not receive a minimum of £15,504,000 by way of net proceeds from the Admission, the New Bank Facilities will not replace the Existing Bank Facilities.

Use of proceeds and financial effects of the Capital Raising and the Property Portfolio Reorganisation

Of the net proceeds of the Capital Raising of approximately £18.5 million, approximately £10 million will be used to satisfy the consideration payable for the Property Portfolio Reorganisation plus associated costs. It is expected that successful completion of all elements of the Property Portfolio Reorganisation (some of which have not yet reached the stage of binding agreements) would result in annualised cash cost savings for the Group of at least £5.2 million.

The balance of the net proceeds of approximately £8 million will be used as follows:

· approximately £3.5 million will be invested in improving the Group's outdated systems (certain of which are over 15 years old) and infrastructure. The Directors conservatively expect a payback period of approximately two years on this key investment. This investment will comprise:

· £0.75 million on website development in order to increase the Group's online sales which currently comprise only 2 per cent. of the Group's total sales. Online sales are predicted to rise to 11.9 per cent. of the total clothing market by 2013;
· £2.75 million on the development of a new management information and logistics system which is expected to drive efficiency, improve the overall speed to market of product, help to deliver an uplift in online sales and result in lower mark downs and lower terminal stock levels, and therefore improved margins;
· approximately £2.5 million will be used to:

· re-fit the Group's existing concessions, at an average cost of £9,000 per concession. Historic capital expenditure on the Group's concessions has been negligible in the last five years and the Directors believe that such re-fits are a prerequisite to securing premium space in host department stores. Recent concession re-fits by the Group have demonstrated an average like-for-like linear sales density improvement of 18 per cent. The payback period on the investment in re-fitting the Group's operating concessions is expected by the Directors to be approximately three years; and

· invest in new concessions, at an average cost of £10,000 per concession. The Group has identified locations for 150 new concessions, with approximately 50 of these in existing UK host stores, 50 in new UK host stores and 50 in Europe. The Group has also successfully trialled the concession format in UK garden centres and the Directors believe that this format provides an attractive opportunity for new concessions. The payback period on the investment in new concessions is expected by the Directors to be less than 12 months;

· approximately £2 million will be earmarked for new store openings by the Group. Initial analysis by the Group has identified significant potential for new, profitable stores which match the demographics of the Group's brand portfolio, particularly Kaliko and Minuet Petite. The Directors believe that current market conditions offer the opportunity to secure new leases on attractive terms and intend to adopt a rigorous and disciplined approach to new store openings. The Directors do not intend to open new stores unless the payback period on the capital investment required to open a new store is less than 18 months. Up to 25 new stores are envisaged in the current financial year (subject to completion of the Capital Raising).

The Property Portfolio Reorganisation is expected to reduce the Group's onerous lease provision by approximately £12 million (assuming successful completion of all elements of the Property Portfolio Reorganisation). The cash cost of the Property Portfolio Reorganisation is approximately £10 million and an estimated further £2 million of ongoing cash costs will be incurred and utilised against the provision during the 4 month orderly wind-down period following the Property Portfolio Reorganisation during which stores where the lease is being terminated and no re-let will continue to trade. There is not expected to be any impact to the profit and loss account from the onerous leases in the year to 29 January 2011.

An ongoing onerous lease provision of approximately £6.7 million will be retained following the Property Portfolio Reorganisation in respect of onerous leases not being terminated.

The onerous lease provision represents the lowest net avoidable cost of a lease contract and is calculated as the lower of the estimated cost of exiting the lease and the cumulative losses expected to be incurred over the remainder of the lease term, unless it is considered highly unlikely that the lease could be terminated for a one-off payment in which case the provision is based on estimated future losses.

In view of the existing onerous lease provisions made by the Group, the Directors do not expect the surrender of the leases funded by the Capital Raising to have a material impact on the future earnings of the Group.

As a result of accumulated trading losses to 30 January 2010 the Group does not expect to incur a UK corporation tax charge in the financial year ending 29 January 2011.

Strategy

Following the Property Portfolio Reorganisation, the Group's strategy is to become an established multi-channel retailer through a combination of increasing its concession outlets in host and new department stores in the UK and Europe, repositioning and expanding its standalone shops, expanding its online sales through its own websites and selected host store websites and further expansion into third party catalogues. As outlined above, a portion of the funds raised pursuant to the Capital Raising will be employed in order to implement this strategy.

The capital investment in the Group's systems will create a platform for the future multi-channel growth. Alongside this capital investment, the Group intends to strengthen each of its brands with a programme of market research, promotion and enhanced public relations and to continue to grow the new routes to market it has identified in the last year with further outlets planned in garden centres, and increased sales through catalogues and TV shopping channels. Finally, the Group plans to roll out the new ranges of shoes and accessories introduced during the year to all its stores and most concession outlets.

Current trading and prospects

On 14 January 2010 Alexon announced its trading update covering the period ended 9 January 2010. The full text of this announcement is set out below:

"Since our last trading update, on 21 November 2009, the first three weeks of the period continued on an encouraging upward trend, with like-for-like sales of minus 6.2 per cent. during that period. Since then, like--for-like sales have been significantly impacted by the extreme weather conditions, resulting in overall like--for-like sales for the twenty three weeks to 9 January 2010 showing a decline of 14.3 per cent. on the prior year.

We have continued our policy of minimising excess stock ahead of the new season and this, along with increased promotional activity in the host department stores and the recent trading conditions will result in gross margin for the half being 0.8 per cent. points lower than last year. Accordingly, we now expect the results for the financial year ended 30 January 2010 to be slightly below market expectations. Net borrowings remain satisfactorily within the Group's current facilities.

Looking forward, the initial reaction to the early phases of spring/summer merchandise has been positive. We have also been encouraged by the very strong performance of our growing e-commerce business over the period through both our own online platforms and through partner websites. We believe the 2010 economic outlook will remain challenging but we are actively pursuing a number of initiatives, including addressing our onerous property leases, in order to accelerate the Group's turnaround plan."

Since the start of the new financial year, trading has continued on an encouraging trend, with the rate of like--for-like sales decline reducing to minus 3.7 per cent. for the four weeks to 28 February 2010. Whilst the Group has recently received notice from John Lewis Partnership in respect of the Group's existing 24 concessions with effect from 31 July 2010 (which accounted for 3 per cent. of the Group's revenue for the year ended 30 January 2010), the Group has secured 28 new concessions opportunities with other major and independent department stores since 1 January 2010. Kaliko will continue to trade on the John Lewis Partnership website. Accordingly, the Board's overall expectations for the current financial year remain unchanged.

Profit estimate for the financial year ended 30 January 2010

Profit estimate

The Group's loss from continuing operations before exceptional items, interest and taxation for the 52 weeks to 30 January 2010 is not expected to be greater than £1.0 million. Exceptional costs from continuing operations are not expected to be greater than £14.0 million. Gains associated with discontinued operations (after taxation) are expected to be approximately £8.0 million.

Basis of preparation

The Profit Estimate has been based upon the unaudited management accounts of the Group for the 52 weeks to 30 January 2010. The Profit Estimate has been prepared using the accounting policies adopted by the Group in its annual financial statements for the 53 weeks to 31 January 2009.

Since the Profit Estimate has not been audited, the actual results reported may be affected by revisions required due to changes in circumstances, the impact of unforeseen events and different judgements made by the Directors at the time of reporting the audited results for the financial year ended 30 January 2010.

Dividends and dividend policy

In the Group's interim results for the 26 weeks to 1 August 2009, it was announced that the Board had decided not to declare an interim dividend in order to conserve the Group's cash resources. Similarly the Board does not intend to declare a final dividend in respect of the financial year ended 30 January 2010.

Following the Capital Raising and Property Portfolio Reorganisation, the Group intends to adopt a dividend policy which will reflect the earnings and cashflow performance of the Group, while maintaining an appropriate level of dividend cover. Subject to the Group delivering a satisfactory performance and the restrictions on the payment of dividends contained within the New Facilities Agreement, the Board will consider the payment of a small dividend in respect of the financial year ending 29 January 2011.

Principal terms and conditions of the Capital Raising

The Company is proposing to raise gross proceeds of approximately £20.3 million (approximately £18.5 million net of expenses) by way of the Capital Raising which will consist of:

RNS Number : 6336H Alexon Group PLC 24 February 2010

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