Le Bas Investment Trust Limited reached an agreement on the terms of a recommended cash offer to acquire additional 60.68% stake in Tex Holdings plc (LSE:TXH) from Christopher Palmer-Tomkinson, Christopher Parker, David Redhead and other shareholders for £3.9 million in cash on May 29, 2014. The Offer is to be effected by way of a scheme of arrangement. Edward Le Bas Limited, Minnowdown Limited, Pearl Harrison, Suzanna Harrison and The Pension and Assurance Scheme of Edward Le Bas Limited are acting as offeror Concert Party in the deal. Under the terms of the agreement, Tex Shareholders will receive 100 pence in cash for each Tex Share and the consideration will be funded by using borrowing facilities from The Royal Bank of Scotland plc and Le Bas Investment Trust's existing facility with HSBC Bank plc together with cash resources held, RBS will provide bridging finance to Le Bas Investment Trust of £3.5 million bridging loan. Tex currently has a £5 million revolving credit facility and a £2 million overdraft facility each with HSBC. As part of the funding, Tex will refinance its existing facilities held with The Royal Bank of Scotland /NatWest to a new invoice discounting facility with RBS with a facility limit of £4.5 million.

The transaction is subject to approval of Tex Holdings's shareholders at least 75%, approval of High Court of Justice in England and Wales. The transaction has been unanimously approved by the Board of Directors of Tex Holdings. The Independent Directors have given an irrevocably undertaking representing approximately 0.49% of the existing issued share capital of Tex. The tender offer commenced on May 29, 2014 and shall become unconditional and effective no later than August 31, 2014 or as agreed. The court meeting and general meeting is expected to take place on July 3, 2014. The Offer will lapse if the acquisition of Tex by Le Bas Investment Trust is referred to the
Competition Commission before the date of the Court Meeting. Edward Le Bas Limited with 18.59% stake, Mark Harrison with 1.74% stake, Pearl Harrison with 0.06% stake, Suzanna Harrison with 0.08% stake are the parties acting in concert for the recommended acquisition of Tex Holdings. Le Bas Investment disclosed its intention to continue employment of the employees and management of Le Bas Investment and of its subsidiaries are to continue the employment of those currently employed and not to make any material change in their conditions of employment. On completion of scheme an application will be made to the UK Listing Authority for a cancellation of the listing of the shares of Tex. The Independent Directors Christopher Palmer-Tomkinson and David Redhead concluded that offer is in best interest of Tex stakeholders.

Larking Gowen Corporate Finance Limited acted as financial advisor to Larking Gowen Corporate Finance Limited and Richard Baty of Westhouse Securities plc acted as financial advisor to the Independent Directors of Tex Holdings plc. Computershare Investor Services PLC acted as registrar and Birketts LLP Incorporating Wollastons LLP acted as legal advisor for Tex who was paid £0.09 million as fees.


Le Bas Investment Trust Limited cancelled the acquisition of remaining 60.68% stake in Tex Holdings plc (LSE:TXH) from Christopher Palmer-Tomkinson, Christopher Parker, David Redhead and other shareholders on July 3, 2014. As on July 3, 2014, the scheme shareholders of Tex Holdings plc did not vote by the requisite majority to approve the offer hence the offer lapsed.