RCS - Crystal Amber Fund - Crystal Amber requisitions De La Rue plc GM

Crystal Amber FundAnnouncement

31/03/2023 07:15

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RNS Number : 8512U  Crystal Amber Fund Limited  31 March 2023

Reach announcement*

 

31 March 2023

 

CRYSTAL AMBER FUND LIMITED

("Crystal Amber", the "Company", or the "Fund")

 

Crystal Amber Fund Limited requisitions general meeting at De La Rue plc to
replace Chairman and appoint a new director as Chairman

 

Crystal Amber, the activist investment fund, announces that it has sent to the
board of De La Rue plc ("De La Rue") a requisition notice requiring De La Rue
to convene a general meeting at which a resolution will be proposed to remove
Non-Executive Director and Chairman Kevin Loosemore ("the Requisition"). The
Requisition also proposes to appoint Pepyn Dinandt as a Non-Executive Director
and Chairman. Details relating to Pepyn Dinandt are set out below in Appendix
1.

 

Background and reasons for the Requisition:

 

1.    Since 2018, Crystal Amber has been a shareholder in De La Rue.
Crystal Amber currently holds approximately 9.8% of the total issued share
capital of De La Rue.

 

2.    Crystal Amber notes that De La Rue's current market capitalisation is
£103 million. This is after the July 2020 equity fundraise of £100 million,
meaning that since July 2020, the like-for-like valuation of the business has
fallen to £3 million. Prior to the fundraise, the market capitalisation was
£125 million.

 

3.    Crystal Amber notes that on page 14 of De La Rue's interim results
released in November 2022, a reference was made to a material uncertainty
going concern audit qualification. This relates to potential banking covenant
breaches.

 

4.    Crystal Amber notes that in December 2022, it wrote to the directors
of De Le Rue in a personal capacity. In that letter, Crystal Amber highlighted
several specific concerns, including the effect on revenues and profits of
making 300 staff redundant at the Kenyan print facility and ceasing print
operations. The directors of De La Rue wrote to Crystal Amber to deny this.
However, on 20 January 2023, De La Rue announced the closure of its Kenyan
print facilities. Whilst the announcement said that this closure was not
expected to affect revenues to 31 March 2023, it made no reference to the
effect on revenues for the year commencing on 1 April 2023. Prior to the
closure of the Kenyan print facilities, the revenue from Kenya comprised
around 12% of total revenues from the Currency division of De La Rue.

 

5.    Crystal Amber notes that in the period to 26 March 2022, after the
£36 million cost cutting, De La Rue's pre-tax profits from continuing
operations were £24.2 million.  The current market consensus estimate for
the year to 31 March 2023 for De La Rue is for pre-tax profits of £22
million.

 

6.    Crystal Amber believes that unless it takes immediate action, De La
Rue's audit report for the year to March 2023 is likely to include a material
uncertainty going concern qualification. This could have an adverse impact on
De La Rue, not only as regards tendering for new contracts but importantly for
retaining existing customers and contracts.

 

7.    Crystal Amber believes that an immediate change of leadership is
required. Therefore, it has concluded that it is necessary to replace
Non-Executive Director and Chairman Kevin Loosemore. Crystal Amber believes
that Pepyn Dinandt should replace Kevin Loosemore as Non-Executive Director
and Chairman. Further details relating to Pepyn Dinandt are set out below in
Appendix 1.

 

8.    Crystal Amber notes that De La Rue has a rich history and
long-established reputation within banknote printing. With a broad range of
central bank customers, it is naturally placed to lead industry growth, given
the right strategy and operational execution. This Requisition seeks to
honour these characteristics and the strategic value they give to De La Rue
and to protect them for De la Rue's shareholders and stakeholders.

 

Appendix 1

 

Pepyn Dinandt has spent almost 20 years working on behalf of and with private
equity firms including KKR, Apollo and Towerbrook. He has a long and
successful track record in building businesses by delivering on value creation
programs and securing exits. He is currently Chief Executive of the Climate
Control Systems and Automotive Controls division at the Eberspaecher Group, a
very large family-owned Tier 1 automotive supplier. By the end of 2023, this
global division is forecast to have approximately €900 million revenues and
3,500 employees.

 

For further enquiries please contact:

 

Crystal Amber Fund Limited

Chris Waldron (Chairman)

Tel: 01481 742 742

www.crystalamber.com (http://www.crystalamber.com)

 

Allenby Capital Limited - Nominated Adviser

David Worlidge/Jeremy Porter/Dan Dearden-Williams

Tel: 020 3328 5656

 

Winterflood Investment Trusts - Broker

Joe Winkley/Neil Langford

Tel: 020 3100 0160

 

Crystal Amber Advisers (UK) LLP - Investment Adviser

Richard Bernstein

Tel: 020 7478 9080

 

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