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Robert.Jervis_43227 Nov 18

Wincanton urges Eddie Stobart shareholders to sit tight on DBAY Advisors deal

Wincanton urges Eddie Stobart shareholders to sit tight on DBAY Advisors deal image
The battle for control has taken a fresh twist
Eddie Stobart announced on Friday morning that a deal had been struck with Isle of Man-based international asset management firm DBAY Advisors – and put forward a recommendation to shareholders to approve it.

However, later that day, and just 90 minutes before its “put up or shut up” (PUSU) deadline, Wincanton, one of the UK's largest hauliers, hit back urging shareholders to sit tight until the completion of a protracted accounting review by Eddie Stobart's auditor.

In a statement to the London Stock Exchange, Wincanton – whose PUSU deadline has now been extended until November 27 – urged Eddie Stobart’s auditors to prioritise the release of the review to allow shareholders so they could make “an informed decision on the value of any possible transition”.

Wincanton said it is urgently seeking information on Eddie Stobart’s underlying profitability, balance sheet and cash flow, along with the funding of working capital requirements for the short and medium term, as part of its own due diligence process.

Accessing this “critical” information would reliant on whether it would make a bid to rival DBAY Advisors’, it said.

“There is still no visibility on when Eddie Stobart's auditor's review may be complete and in the absence of such information Wincanton believes neither it, nor Eddie Stobart's shareholders, can make an informed decision on the value of any possible transaction.

“Wincanton is confident that any potential proposal made by the Company to the Board of Eddie Stobart would be attractive to all of Wincanton and Eddie Stobart's stakeholders and that a combination of the two businesses would be more compelling to Eddie Stobart shareholders than the proposal announced by Eddie Stobart and DBAY Advisors Limited.

“As such, Wincanton urges Eddie Stobart's shareholders to take no immediate action in relation to the DBAY proposal, and requests that Eddie Stobart and its auditor prioritise the release of critical financial disclosure.”

Eddie Stobart is currently looking to restructure its £155 million debts and its auditor’s undertaking a review after bosses came across a £2m accounting error. The error saw shares in Eddie Stobart, which trades on the junior AIM stock exchange, suspended at 70p.

And in its announcement confirming the offer from DouglasBay Capital III Fund LP, which is managed by DBAY Advisors, Eddie Stobart also warned that its losses for the first half of 2019 could be higher than £12m.

The company is still preparing its interim financial results for the six months to 31 May and, in yet another potential stumbling block, warned that the on-going accounting review “might give rise to material further adjustments”.

On a more positive note, it said revenues for the first half of the year are expected to be £435m – and that it expected earnings before interest and taxes for the second half to be “no more than £2m”.

It remains to be seen if Wincanton’s eleventh-hour interjection has taken the gloss off DBAY’s offer for Eddie Stobart shareholders, who will ultimately decide who wins the race for control. Shareholders are set to vote on the deal at a general meeting expected to take place on December 2.
Under its proposal, DBAY would take a 51 per cent stake in a new holding company for the Eddie Stobart operations called Greenwhitestar, with existing shareholders left with the remaining 49 per cent.

And the fund would inject “approximately” £55 million of financing into the operations through a Payment in Kind loan instrument – paying interest or dividends to shareholders with additional securities or equity instead of cash.

Eddie Stobart directors have unanimously recommended shareholders back the deal, with its chief executive Sébastien Desreumaux saying it would give the troubled haulier an “opportunity to move forward and look to deliver sustainable growth and profitability from a stable footing”.

The deal would see Mr Desreumaux remain as chief executive and join the board of Greenwhitestar, along with chief financial officer Anoop Kang. They will also be joined by former executive chairman of the group, William Stobart.

Source: The News & Star