Purplebricks has just announced the proposed sale of its business and assets to Strike for just £1.
Brief summary:
- Proposed sale of Purplebricks business and assets and substantially all of its liabilities to Strike Limited – this is a solvent deal
- Consideration: £1 plus Purplebricks retains up to a maximum of £5.5m of its cash reserves at deal completion – the net proceeds
- The net proceeds will be returned to Purplebricks shareholders following the deduction of certain costs and expenses – essentially transaction costs
- The deal follows a strategic review and formal sales process; this deal was the only one which had the certainty of funding and necessary speed of delivery
- Unanimous support of all Purplebricks directors (5.14% of the equity), an irrevocable from Axel Springer (26.5%) and a letter of intent from JNE (10%) of the equity – 41.64% in total
- The proposed deal is subject to a shareholder vote – (50% shareholder approval required)
- Purplebricks plans to delist post deal completion – also subject to shareholder vote (75% shareholder approval required)
- Helena Marston, Purplebricks CEO will step down on deal completion
Here is the statement released to shareholders this morning:
Purplebricks Group plc (AIM: PURP) announces the completion of its Strategic Review, termination of its Formal Sale Process and entry into a conditional agreement to effect the transfer of substantially all of its trading business and assets to Strike (other than certain excluded assets) through its subsidiary Strike Bidco Limited (the “Purchaser”) for a consideration of £1 and the assumption of substantially all of the Company’s liabilities (other than the excluded liabilities) by the Purchaser (the “Proposed Sale”).
The Proposed Sale results in the Company’s cash balance on Completion (up to a maximum of £5.5 million) being retained by the Company with the intention that the net cash proceeds after the deduction of certain costs and expenses to meet the excluded liabilities (the “Net Cash Proceeds”*) are distributed to Shareholders following and subject to completion of (i) the legal formalities around the transfer of assets and (ii) a members’ voluntary liquidation.
The Proposed Sale is expected to deliver a small return to Purplebricks shareholders and preserves the Company’s business and brand for the benefits of its consumer customers, employees, funding partners and other stakeholders.
Summary
· Completion of the Company’s Strategic Review and termination of Formal Sale Process, which concludes the offer period in respect of the Company (as defined in the Takeover Code).
· The Board of Purplebricks launched the Strategic Review on 17 February 2023 to consider the options available to the Company considering both the value being offered to Shareholders, and the ability to deliver certainty for the Group and its stakeholders in a short timeframe. Following preliminary conversations around the potential for an equity fund raise and having received several credible expressions of interest in relation to the sale of the Company or some or all of the Group’s business and assets, the Formal Sale Process was launched on 1 March 2023 to fully explore a potential sale of the Group.
· After a period of engagement with a significant number of potential offerors and upon conclusion of several rounds of bidding designed to identify the most credible potential offerors, among other options, the Company received a proposal from Strike for the acquisition of the Company’s business and assets. The Board did not consider the other potential offers provided either sufficient certainty or would be deliverable in the timeframe needed to resolve the Group’s short term funding issues arising from the agreement with its pay later financing provider being close to expiry and the Company’s cash balance declining.
· However, the proposal from Strike offered the ability to conclude a transaction in the short term that results in the Company retaining a cash balance for distribution to shareholders ( as part of a distribution to shareholders after payment of certain transaction costs and expenses and after completing the transfer of assets that can only be passed to Strike post Completion (such as contracts requiring counterparty consent)) whilst also protecting the future of the Company’s business, brand, existing customers in the process of selling their houses and those employees to be retained for the ongoing success of the business as well as providing greater certainty for funding partners and other supplier relationships.
· The Proposed Sale will constitute a fundamental change of business for the purposes of Rule 15 of the AIM Rules as the Company will cease to own, control or conduct all of its existing trading business, activities and assets. It is also potentially deemed “frustrating” action under Rule 21.1 of the Takeover Code. As such, the Proposed Sale is conditional upon the approval of the Shareholders at the General Meeting. The Circular, setting out further details on the Proposed Sale and containing a notice to convene the General Meeting, is being sent to Shareholders later today. The General Meeting will be held at 9 a.m. on 2 June 2023.
· The Board has also concluded that, on the basis that the Company would no longer have a trading business following Completion, it is in the best interests of the Company and the Shareholders to seek Shareholder approval to cancel the admission of the Company’s Ordinary Shares to trading on AIM. Following cancellation of the Ordinary Shares on AIM, the Company proposes to re-register as a private company, thereby changing its name to Bricks Newco Limited and adopting the New Articles.
· With effect from Completion of the Proposed Sale, Helena Marston is resigning from her role as CEO. The rest of the Company’s Board (other than Dominique Highfield, the Company’s CFO) have indicated their intention to step down following the cancellation of the Ordinary Shares to trading on AIM. All other employees will transfer to Strike, however it is anticipated that there will be reductions in headcount in the short term as part of a wider cost reduction in the business, which are expected to impact on the size of the field teams and certain central functions.
· The Directors, taking into account the comprehensive exploration of sale options via the Formal Sale Process, the current trading performance of the Company, the liquidity position of the Company, the near term expiry of a key funding partner relationship and the potential challenges in securing, in the short term, the future ownership of the Group, have unanimously concluded that it is in the best interests of the Company to proceed with Proposed Sale.
· Accordingly, the Directors intend to unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings and the shareholdings in which they are interested amounting, in aggregate, to 19,402,865 Ordinary Shares, representing approximately 6.3% of the Company’s issued share capital.
· The Company has also received an irrevocable undertaking to vote in favour of the Resolutions at the General Meeting from AVIV Group in respect of 81,384,638 Ordinary shares representing approximately 26.5% of the Company’s issued share capital.
· In addition, the Company has also received a letter of intent from JNE Master Fund LP in respect of 33,620,000 Ordinary Shares representing approximately 11% of the Company’s issued share capital, confirming that it intends to vote in favour of the Resolutions at the General Meeting.
· Accordingly, the Company has therefore received irrevocable undertakings and/or letters of intent in respect of a total 134,407,503 Ordinary Shares representing, in aggregate, approximately 43.8% of the Company’s issued share capital on 16 May 2023 (being the last Business Day before the date of this Announcement), further details of which are set out below.
Rule 21 of the Takeover Code
Prior to the Company terminating the Formal Sale Process by way of this Announcement, all parties who had approached the Company were notified of the rejection of their approach with regard to making an offer for the Company and also of the termination of the Formal Sale Process.
As at the date of this Announcement, no firm proposal has been made to the Company by any potential offerors.
Rule 2.8 of the Takeover Code
Shareholders will be aware that on 10 May 2023, Strike released an announcement confirming that it did not intend to make an offer for the Company. This statement is subject to Rule 2.8 of the Takeover Code and under Rule 2.8(f) of the Takeover Code, Strike would be prohibited from purchasing, agreeing to purchase or make any statement which raises or confirmed the possibility that it is interested in purchasing assets which are significant in relation to the Company for a period of six months from 10 May 2023. With regard to reservation a) in the announcement made by Strike on 10 May 2023, the Board of the Company has agreed that this restriction may be set aside for the purposes of Strike and the Purchaser entering into the Asset Purchase Agreement.
Paul Pindar, chairman of Purplebricks, commented: “It is the unanimous opinion of the Board that the Proposed Sale to Strike is in the best interests of stakeholders and Shareholders should vote in favour of the Proposed Sale. This conclusion has been informed by the Strategic Review in which all options, including an equity fund raise, have been considered and an extensive Formal Sale Process, which involved inbound and outbound approaches from and to interested parties within and outside of the industry.
“I am disappointed with the financial value outcome, both as a 5% Shareholder myself and for Shareholders who have supported the Company under my and the Board’s stewardship. However, there was no other proposal or offer which provided a better return for shareholders, with the same certainty of funding and speed of delivery necessary to provide the stability the company needs.
“On behalf of the entire Board I would like to thank Helena [Marston] for her leadership of the business through the most challenging of times and wish her the very best for the future. She has implemented a difficult but necessary change agenda over the last 12 months which has laid the foundations for a more secure future.”
Helena Marston, CEO of Purplebricks, commented: “When I became CEO 12 months ago, my focus was a wholesale raising of standards within the business and to chart a course towards positive cash generation. This included delivering £21m of cost savings, stabilising lettings, new revenue streams, raising our prices and much improved financial transparency and control. We have achieved many of these goals, but my view and that of the Board in February was that we would be better placed to realise our full potential under private ownership. However, the Strategic Review and Formal Sale Process created increased uncertainty in the business resulting in a need to draw this process to conclusion, which has also been accentuated by the timing of expiry of our relationship which lets us provide pay later solution.
“Taking the actions we did has allowed us to secure a solvent outcome, which protects the future of the business and the Purplebricks consumer driven brand, alongside the benefits of further investment. It has been a challenging and uncertain time but the passion and commitment of our people has been tremendous and I sincerely wish everyone the very best for the future.”
Sir Charles Dunstone, partner, Freston Ventures, joint major shareholder of Strike, said: “We remain committed to the online model, which offers customers a much better experience at a far lower cost. This is a positive outcome for anyone looking to sell their home and save money doing so. Purplebricks has dramatically changed the industry by driving down the cost of estate agency and we aim to combine its significant brand recognition with an even more disruptive business model.
“In bringing together the two brands, we will supercharge Strike’s mission to democratise house selling by empowering customers to have more control over a process that has barely changed for 200 years.
“At Freston Ventures we are focused on building household brands that are trusted by consumers across the UK. We believe there is a better way to sell your house and through this deal, we are developing the market-leading brand to deliver it.”
* Net Cash Proceeds available to be returned to Shareholders is an estimate and will be dependent on a number of factors outlined in the additional information section below
Overpriced!
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Strike overvaluing things again, who ever would have guessed?
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
The current directors and past directors should hang their heads in shame. What a horrific ending to PB. Embarrassing – but when you put people in charge who do not understand EA, do not expect any other outcome.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Just ask Alison Platt………………………….
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Part of me wonders if they ever genuinely expected it to succeed, or if it was just a means to an end for them….
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
If by them you mean Michael and Kenny then yes absolutely it was.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Of course it was they made a load of money more than most people slagging them off and good luck
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Thank you Jan for the affirmation.
Lots of drug dealers make a load of money too………………………
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
made them loads of money, at the cost of those in the industry. you real are a schmuk jan-byers
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
That is good agents can whine about strike now instead of PB
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Did we not do that already?
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Blind leading the blind.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
So are strike taking the stock or keeping the bricks name?
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
£1!!!!! Now that could be a warning of something major hot on the heels of PB’s jugular? I can recall many a company having to do this and so fast, as it was going under with debts and risks, if not being processed for liquidation.
Who sells a business for £1 = desperation, get out of jail?
Who buys a company for £1? It will not surprise me to see stuff ooozing out of the cracks before long.
Come on City, where is all your hype that praised this business that clearly has now failed and after many had told you it would. Your valuation was shambolic and there are more than a few investors who will not be having breakfast this bright new morning!
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Bit angry then ?
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Nope just making a very valid point.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Ranting!
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Is this a case of Pot/Kettle Jan? All you seem to do is rant at other people before telling them you’re a developer.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Strike can see how easy it was for PB to con investors into raising a ton of capital.
Their directors are probably licking their lips & will jump of the train as and when.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Customers want quality service from quality agents especially in markets such as these we are in and the downfall of PB should be a clear signal to all onlookers eyeing up this cut price space that it simply does not work.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Wow – to think most of us were quaking in our boots some 6/7 years ago. High Street Agents – harder to get rid of than Japanese Knotweed. Well done all!
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Time to own shares in PurpleBricks for sure
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
To own, or buy:)
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Failbricks is essentially a Pyramid Scheme conning it’s investors for the financial gain of the owners. It was surely never sustainable & I don’t understand how they raised so much capital.
The fact that strike are continuing to get funding to do the exact same thing is just wild.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Usual great marketing by purplepricks – at least they found 1 offeror. However I expect this to be a lengthy drawn out transaction with nobody having a clue as to what stage the transaction is at – Post sales support will be as helpful as ever if it gets down valued and they need to renegotiate.
So Advanced property lawyers and their inbred sister firms did not get to handle the transaction, mmmm wonder why? And wonder about the impact the loss of PB work will have, could be good news for traditional solicitors too.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
What is sad to see from Sir Charles is this retained rhetoric about the fact that online is somehow ‘better’ than personal. I think the array of casualties to date, and the hundreds of millions lost- quite clearly indicates otherwise. Few tears will be lost for PB or those that came and went before them (and those yet to follow). Here are some questions for Strike and others who will no doubt see this as an opportunity:
If the online process really is better why is it cheaper?Why does online have to operate in direct opposition to personal?With agency operations largely transformed over the last 5 years what is the big difference with online other than price?With the prevalence of AI why hasn’t online taken advantage of this sooner?With so much data and automation why is the cost of client acquisition so high?
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Latest PB share price is 72p and still falling………………
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
I think it’s 0.75p not £0.75
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Let’s hope that PB’s or Strike aren’t sales progressing the deal.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
We were saying the same in the office – ‘it’s fallen through – PB didn’t check the chain………..’.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Sir Charles Dunstone, partner at Freston Ventures, a joint major shareholder of Strike, said: “In bringing together the two brands, we will supercharge Strike’s mission to democratise house selling by empowering customers to have more control over a process that has barely changed for 200 years.”………….Sir Charles further added, “we will continue to p*ss away more and more millions of pounds until one day we wake up to the reality that cheap online estate agency just doesn’t work !”
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Sadly it’s a shame the principle idea was good bringing in some disruption to a market that also had issues with the way it dealt with its clients with some bad service being offered by some high street agents and not really taking care of those clients once they had their business
Obviously they didn’t get paid unless they got the deal done to completion but from my experience still led to some bad business practices along the way by those agents
I worked for PB over a period of time and my fellow colleagues who worked with/along side me only ever had the full interests of those clients we dealt with at the forefront obviously I cant speak for everybody but that is what I saw in our area
The self employed model worked well up to a point but interference from HO with compliance, the awful use of the tie in with solicitors who were woeful at their best (You know who) and due to their in competencies would destroy sales/purchases with their lack of communication between ourselves and the clients ultimately made my decision to leave the company as you could put in full commitment to the client on their sale/purchase but would be constantly be let down by somebody else’s failure out of your control
Then handing over more of the process to other people taking pictures/creating incorrect floorplans just adding more issues to the process and created problems for you even before you got the property on the market and on the back foot with the client
Put full control back to the agent in the field, let them do their job,from taking pictures to creating a floorplan that matches the property you are marketing get rid of all the tie ins with those godawful solicitors, offer an opt out on the contract so if the client isn’t happy with the service you are providing they can leave the contract without owing fees to you and feeling ripped off then you might have a business model that has a hope of working
It might not achieve the heady heights of 10/20% market share but at least it wont turn into a Theranos with everybody losing their shirt
Good luck to all the staff that are left and I can only wish the best to you but sadly I cant see any benefit with this takeover and ultimately the same result somewhere in the future if there is not a change in course from the new owner
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
1 instruction and 1 sale -100% success -what a company
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Emoov were the first onliner and to be fair were better than purplepricks but buying Tepilo did them no favours and the burden sank them both. Quirky might have done things different with hindsight.
Freston/ strike have that experience in clear view and still act like lemmings. Their business looses money, PB looses money! Experience says (loudly shouts) mad idea!
The grim business reaper is watching.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Emoov; they weren’t and….. they weren’t
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Obviously my cash offer of £1.99 was not put forward to the vendor, that clearly contravenes the EA1979 🙂
Not sure Strike as name is workable with all the strikes taking place – it seems as if that agent will not be doing much!!
Just imagine all EA’s write to PB vendors with this article in and envelope along with a £1 and offer that vendors a free sellers fee “Save the vendors from the Purple Bricks Commisery” this would be equivalent to a bank run.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
Oh dear.
How sad.
Never mind.
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
purple strike, purple strikes, strikle bricks, strike & bricks, stickle bricks, lets go on strike and play with bricks……………oh this is endless
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register
what about strike it purple 🙂
You must be logged in to like or dislike this comments.
Click to login
Don't have an account? Click here to register