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COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2004

Aug 4, 2004

64639_rns_2004-08-04_97e30bfa-a6f9-42c2-95ac-7ebb1bf6f376.pdf

Capital/Financing Update

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The Manager Company Announcements Office Australian Stock Exchange Level 6, 20 Bridge Street SYDNEY NSW 2000

5 August 2004

Dear Sirs

Please see attached an announcement of various matters relevant to Gowings Retail Limited and I request that the trading halt applied for on 3 August 2004 be removed.

Yours faithfully

Clariforn

Chris Charleson Company Secretary

Company Update

In the Half Yearly Report to shareholders released in March 2004, Gowings Retail Limited ("GBR" or "the Company") foreshadowed a number of actions designed to improve the long term position of the Company. In recent weeks, these activities have revolved around a desire to consolidate the store outlets, and address related issues.

In this context, GBR wishes to update shareholders on the following:

  • Parramatta lease surrender;
  • Placement of 3 million ordinary shares at 25 cents; $\bullet$
  • Share Purchase Plan:
  • Changes to the Board of Directors: and
  • 2003/2004 trading update.

Parramatta Lease Surrender

We noted in the Half Year Report that the company had been able to negotiate a short term accommodation with the landlords at our Parramatta and Hornsby stores, pending a longer term solution. GBR has now signed a Deed of Surrender with the landlord at Parramatta and will exit the store on 20 August 2004. We have today commenced a clearance sale at the store which will last for the next two weeks. In consideration for the premature release from our lease, we have agreed to pay the landlord an amount, which, together with associated exit costs, is likely to be approximately \$1.25 million.

The exit of the Parramatta store will reallocate valuable resources to the Company's four other outlets.

Placement of 3 million Ordinary Shares at 25 cents

The Company is placing 3,000,000 ordinary shares with certain major shareholders at 25 cents per share. This will raise \$750,000 and will be used in part to fund the exit from Parramatta.

Share Purchase Plan

The Company is proposing that all shareholders be given the opportunity to participate in a Share Purchase Plan ("SPP"). Under the SPP, eligible shareholders will be entitled to subscribe for up to \$5,000 worth of additional shares in the Company at a price which will be no higher than 25 cents. Fuller details on the SPP will be disclosed shortly.

Changes to the Board of Directors

On 2 August 2004, the Company appointed Mr Andrew Brown and Mr Anthony Young as Directors.

Mr Andrew Brown is the largest shareholder and Managing Director of Trent Capital Limited, an ASX listed strategic investment company. He is the former Head of Equities at Rothschild Australia Asset Management and has been involved in stockbroking, funds management and corporate investment for 24 years. He is also the Chairman of Snowball Group Limited, Winepros Ltd and Phoenix Development Fund Ltd.

Mr Anthony Young is a former Head of Research at the investment bank, Credit Suisse First Boston. Since leaving there he has concentrated on expanding his personal business interests in publishing, stockmarket data/research, property and retail.

Mr John Gowing has announced that he will stand down as the Company's Chairman with immediate effect and that he intends to resign his position as a Non-Executive Director at the next scheduled Board meeting.

Mr Ken Terry has announced that he has resigned his position as Deputy Chairman and Non-Executive Director with effect from 1 August 2004.

As a consequence of the changes, Andrew Brown has been appointed Chairman of the Company and Anthony Young has been appointed Deputy Chairman.

2003/2004 Trading Update

The Company's financial year ended on 1 August 2004. It is anticipated that the Company will announce sales of approximately \$30 million (down 12% on last year) and a trading loss, before individually significant items, of \$3.2-\$3.5 million. Individually significant items are expected to amount to approximately \$7.85 million, comprising the \$6.6 million goodwill and asset write downs announced as part of the Half Yearly Report and the \$1.25 million Parramatta exit costs discussed above.

Trading conditions remain difficult at all stores, and overall our achieved margin will be lower than last year. We have been able to reduce our overall operating expenses, but this reduction has not been sufficient to offset lower sales and contraction in margin.

It is premature to make any forecast of the trading for the upcoming 2005 financial year.

For further details, please contact:

Mr Andrew Brown Chairman Phone: 02 9239 8744 0418 215 255

Mr Chris Charleson Company Secretary Phone: 02 9287 6385