Cosalt

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Cosalt plc
Type Public (LSECSLT)
Industry Marine services
Founded 1873
Headquarters Grimsby, Lincolnshire, UK
Key people David P J Ross, Chairman
Trevor Sands, CEO
Paul Below, CFO
Revenue £111.98 million (2010)
Operating income £(793,000)(2010)
Net income £(3.144 million)(2010)
Website Cosalt plc

Cosalt plc is a diversified marine safety and leisure company, based in Grimsby, Lincolnshire. It is a constituent of the FTSE Fledgling Index.

The name Cosalt was a portmanteau of the company's original title The Great Grimsby Coal, Salt and Tanning Company. Formed in 1873 as a co-operative of fishing vessel owners, it was a communal best-value support services company involved in servicing and supplying a variety of products and services for fleets, fishing, and other vessels, providing:

The communal model grew around a number of other fishing and later UK marine ports, before the company was bought out by the son of one of the original founders, businessman (John) Carl Ross of the Ross Group. The company floated in 1971, and was chaired by his son; and then grandson David Ross, co-founder of the Carphone Warehouse. The original businesses has now developed into marine and industrial safety centre, and diversified into other markets, including: Workwear and Corporatewear.

Leisure[edit]

Through its association with Grimsby, Cosalt was a major player in the UK caravan market. It created the Piper brand, and after the failure of Sam Alper's Caravans International bought its brands, including: ACE, Abbey, Bessacarr, Sprite; and later the independent Cotswold brand. However, in the 1990s they began concentrating on static caravans, and sold off many of the touring caravan brand to the rival Swift Leisure.[1] In the mid-2000s and looking to sell the Leisure business, the division was eventually sold to Leeds based turnaround specialists Endless Fund, but collapsed into administration 12months later. After losing 240 jobs and one factory, it was bought by a management team and renamed Cosalt Custom Homes,[2] preserving 20jobs.[3]

Expansion & decline, 2007 to 2011[edit]

Cosalt has had a turbulent recent history. This section will commence with the optimism of the growth strategy in the half yearly report in 2007, leading to the purchase of GTC later that year and covers the period up to the eventual sale of Cosalt Marine to Survitec in August 2011 shortly followed by the decline to penny share status.[4] As of 7 December 2011, the company is near bankruptcy after taking on too much debt. Its share price in May 2007 reached 474p. At 7 December 2011 it is trading at 0.25p, a drop of 99.95%. David Ross, who has served on the board throughout and as Chairman since June 2008, is attempting to take over the company for £400,000. The deal is by no means assured because other shareholders think he is partly to blame for the collapse in value.

A recent history, 2011 to present day[edit]

This section commences with the sale of Cosalt Marine to Survitec in August 2011.[5] This was followed shortly afterwards by a bid by Chairman David Ross to buy and delist the company, so far resisted by shareholders. At the time of writing Mr Ross holds 56% of the company shares which have been suspended from trading since the company failed to produce its Annual Results and Report for year end 31 December 2011 by the end of April 2012.[6] Cosalt eventually went into administration on February 15th 2013, with a secured bank debt of £11.4M and pension deficit of almost £52M. Of the 3 operating divisions, Cosalt Wind Energy ceased trading and was liquidated, Cosalt Offshore was sold as a going concern to rival group ATR backed by NBGI Private Equity, and Cosalt Workwear sold as a going concern to Cosalt Chairman David Ross.[7]

17 August 2011 RNS: 5591M

OFT Decision confirming approval for sale of Marine business to Survitec.[8] Share price rose from 2.25p to 3p.

1 September 2011 RNS: 4117N

Half Yearly Report - Interim Results. David Ross, Chairman, commented: "The sale of the Marine division has enabled us to stabilise the business, reduce borrowings and re-focus the business on providing services to offshore industries. Trading has been challenging but the disposal of the Marine division will enable us to make a fresh start. To that end, we have today announced the appointment of a new senior management team, who come with extensive financial and commercial experience and I look forward to working together with them to grow the business." CEO announced agreement to step down and leave the company on 26 October 2011. New CEO appointed to start on 27 October. Also announced new CFO. Share price stable at 2.9p

17 October 2011 RNS: 3190Q

Hanover 1 Master Fund had sold all their 24.4M shares on 14 October. Share price fell to 1.75p

19 October 2011 RNS: 4436Q

Trading Statement. Stating that 6 weeks after the Half Year Report trading was now below expectations, and money was tight due to the OFT delays to the Marine sale. No financial details provided. Stated that banking covenants had been tested as OK on 30 September.[9] Share price fell to 0.7p

17 November 2011 RNS: 2721S

Possible Offer of 0.1p and Interim Management Statement for 1 July to 16 November. No financial details provided. Mr Ross proposes to potentially offer 0.1p per share. The "Independent" Directors were to discuss it.[10] Company debt has risen to £12.3M from £7M in September and statement that the debt may exceed the allowed £14.9M before the year end. Included is a statement that external market conditions are improving. Share price fell to 0.4p

23 November 2011 RNS: 5930S

Funding Update. Stating that Cosalt only have £900K of bank facilities left, which will only last until 30 November.[11] No further financial details provided, a further update will be given as appropriate.

23 November 2011 RNS: 6434S

"A further update will be provided tomorrow."[12] Share price fell to 0.25p

25 November 2011 RNS: 7733S

Recommended Cash Offer of 0.1p agreed between the "Independent" Directors and the Board of Oval (Mr Ross).[13] States that debt is now £14M (up from £12.2M 8 days earlier).[14] Proposal to de-list company. Share price fell to 0.18p

30 November 2011 RNS: 1000T

Funding update, agreed until 20 December. Share price holding at 0.16p

7 December 2011 RNS: 4880T

Funding update and offer. Oval (Ross) are providing £5M working capital, until 22 December. Share price risen to 0.23p

12 December 2011 RNS: 7440T

Letter from David Ross attempting to persuade shareholders to sell their shares to him for 0.1p "If my offer is not accepted by shareholders, then unless any other offers of finance are provided to the Company in the meantime, I do not believe the Company has the ability to continue as a going concern.". Share price fell to 0.17p

16 December 2011 RNS: 1324U

Revised offer, 0.2p per share and announcement that a single shareholder (Progressive AIM) had sold 40.9M shares to Oval. Share price 0.2p

19 December 2011 RNS: 2308U

Sovereign holdings sell all 74.2M of their shares for 0.2p to Mr Ross. Ross (Oval) now hold 43.53% of the shares. Share price 0.22p

22 December 2011 RNS: 5435U

Posting of the revised offer with letters of recommendation and notice that Oval now have undertakings for 49.32% of the shares. Share price 0.23p

10 January 2012 RNS: 2582V

Offer declared wholly unconditional as Ross (Oval) now have 53.7% of the shares, Independent directors resigned. Share price 0.27p

11 January 2012 RNS: 3441V

Funding update and directorate change. The previous £5M capital announced on 7 December and re-announced on 22 December is now available until at least 30 June 2012. The board now comprises David Ross, Non-executive Chairman and Trevor Sands, Chief Executive Officer. Share price 0.23p

1 February 2012 RNS: 5480W

Closure of Offer for Cosalt. States total Oval (Ross) shares now 56.01%.[15] Share price 0.4p

8 February 2012 RNS: 0676X

Statement re price rise. Share price 1.42p

9 February 2012 RNS: 1464X

Proposed cancellation of listing and notice of General Meeting on 27 February. Share price 0.9p

27 February 2012 RNS: 1795Y

Result of General Meeting,[16] "shareholders voted against both resolutions as set out in the notice of general meeting of the Company dated 9 February 2012 (the "Resolutions"), as a consequence Cosalt will continue as a publicly listed company."[17] Share price 1.3p

12 April 2012 RNS: 2465B

Funding update. Additional revolving credit facility from Oval of £1M repayable by 30 April. Share price 0.97p

1 May 2012 RNS: 4409C/4214C

Shares suspended from listing by FSA (DTR 4.1.3) pending publication of Annual Results for year end 2011.[18] Revolving credit facility extended to 31 May. Share price 0.83p when suspended.

16 May 2012 RNS: 4205D

Interim management statement. Group sales in line with the budget but pressure on margin and cashflow. Costbase and level of indebtedness are not sustainable over the longer term in the absence of a new financing solution.[19] Shares remain suspended.

1 June 2012 RNS: 5838E

Funding update. Revolving credit facility extended to 30 June. Shares remain suspended.

6 June 2012 RNS: 8362E

AGM called for 28 June. The 5 Resolutions for the AGM are as follows:

  1. To re-elect Mr D Ross, who retires by rotation.
  2. To elect Mr T Sands, who has been appointed since the last Annual General Meeting.
  3. To renew the directors' authority to allot relevant securities.
  4. To renew the directors' authority to allot equity securities other than on a pre-emptive basis.
  5. To authorise the Company to call general meetings (other than AGMs) on 14 days notice

Also to consider what steps to be taken pursuant to Section 656, Companies Act 2006.

Shares remain suspended.

28 June 2012 RNS: 3709G

AGM result. all motions passed, no action to be taken re Section 656. Shares remain suspended.

4 July 2012 RNS: 8482G

Funding update - Credit facilities of £6M previously advanced by Oval extended to 31 December. Shares remain suspended.

31 August 2012 RNS: 2309L

Statement "the Company will also not be in a position to publish the Half Yearly Financial Report, required under DTR 4.2.2". Shares remain suspended.

27 September 2012 RNS: 2556N

Update on Melville Court case. Settlement reached, heads of terms signed, implementation and announcement of terms 2 October 2012.[20] Victory for Cosalt. Shares remain suspended.

2 October 2012 RNS: 6996N

Further update on Melville Court case. Agreement in principle, extension to enable legal documents to be finalised. The Melvilles will pay £1M up front, £1M over 18 months. No liability admitted. Shares remain suspended.

11 October 2012 RNS: 4284O

The Company announces that it has agreed a full and final settlement for £2 million of all the cases presently brought by the Company against Calum Melville and Stuart Melville and companies associated with them. Shares remain suspended.

28 November 2012 RNS: 2197S

Interim management statement. Cosalt is in continuing discussions with David Ross, the Group's pension trustees and its banks to secure a long term financing solution, outcome remains uncertain and accounts can't be published. Shareholders rebel.[21] Shares remain suspended.

11 December 2012 RNS: 1986T

Disposal of Investment Property for £350k, on the books at £1M

31 December 2012 RNS: 5070U

Financial update. Debt £17M, pension deficit "increased materially" from £9M, loan facilities expiring with no new agreement.

10 January 2013 RNS: 2216V

Announcement, speculation about sale of operating divisions confirmed.

7 February 2013 RNS: 4296X

Cosalt Wind Energy to cease trading.

15 February 2013 RNS: 0007Y

Proposed administration.

18 February 2013 RNS: 1254Y

Appointment of PwC as administrators

19 February 2013 RNS: 1343Y

Cancellation of stockmarket listing. There will be no more RNSs. PwC announcements here.

References[edit]

  1. ^ "Swift Caravans". caravantalk.org.uk. 2006-12-08. Retrieved 2008-12-13. 
  2. ^ "Cosalt Custom Homes". Cosalt Custom Homes. Retrieved 17 August 2010. 
  3. ^ Ros Snowdon (19 July 2009). "Management buy-out brings hope for future of Cosalt Holiday Homes". Yorkshire Post. Retrieved 17 August 2010. 
  4. ^ Hardman & Co, Broker report http://www.hardmanandco.com/Research/Cosalt_August2011.pdf
  5. ^ Proposed Disposal of Marine http://www.cosalt.com/_assets/pdfs/investors/circular%20-%20final.020611.pdf
  6. ^ Capita announces suspension of shares http://capita.moneyam.com/news/article/4359976/Cosalt-shares-suspended
  7. ^ Administrators Proposals http://www.pwc.co.uk/assets/pdf/cosalt_proposals.pdf
  8. ^ http://www.oft.gov.uk/shared_oft/mergers_ea02/2011/survitec-cosalt.pdf
  9. ^ http://www.yorkshirepost.co.uk/business/business-news/profits_warning_hits_cosalt_shares_1_3889060
  10. ^ This is Grimsby article http://www.thisisgrimsby.co.uk/Mobile-mogul-invest-Cosalt/story-13884584-detail/story.html
  11. ^ http://companyrescue.blogspot.co.uk/2011/11/cosalt-plc-in-debt-talks.html
  12. ^ Grimsby Telegraph article http://www.thisisgrimsby.co.uk/Cosalt-reveals-cash-trade-end-month/story-13930058-detail/story.html
  13. ^ FT article http://www.ft.com/cms/s/0/cae7de36-176b-11e1-b20e-00144feabdc0.html#axzz27mo0qsmE
  14. ^ Grimsby Telegraph article http://www.thisisgrimsby.co.uk/Cosalt-directors-recommend-shareholders-accept/story-13953481-detail/story.html
  15. ^ Grimsby Telegraph http://www.thisisgrimsby.co.uk/Ross-extended-offer-snubbed/story-15110293-detail/story.html
  16. ^ This is Grimsby Article http://www.thisisgrimsby.co.uk/Cosalt-stay-public/story-15342133-detail/story.html
  17. ^ FT Article, Result of GM http://www.ft.com/cms/s/0/79f80858-6157-11e1-a738-00144feabdc0.html#axzz27muL1Mzk
  18. ^ This is Grimsby http://www.thisisgrimsby.co.uk/Shares-Cosalt-suspended/story-16043707-detail/story.html
  19. ^ This is Grimsby http://www.thisisgrimsby.co.uk/Cosalt-debt-declared-unsustainable-City/story-16108127-detail/story.html
  20. ^ Daily Telegraph article http://www.telegraph.co.uk/finance/newsbysector/energy/oilandgas/9570565/David-Rosss-Cosalt-reaches-2.5m-fraud-settlement.html
  21. ^ The Independent article http://www.independent.co.uk/news/business/news/marine-firm-investors-attack-david-ross-8373573.html

External links[edit]