In a complex series of transactions, Systems Reliability Plc is to acquire Fletcher Dennys Systems Plc, and hungry food-to furniture conglomerate Hillsdown Holdings Plc will end up with 30% of the combined company. Hillsdown currently holds 75% of microcomputer distributor Fletcher Dennys – and also has a significant minority position in long-established office systems and equipment distributor Office & Electronic Machines Plc, which suggests that the present combination may well not be the end of the story. Under the series of agreements, Hillsdown Investment Trust will make a partial offer of 150 pence per share for up to 3m shares of Systems Reliability, which builds computerised telephone management systems. Holders may accept the offer in respect of up 50% of their holdings. That will give Hillsdown 28.5%. Systems Reliability will then make a share exchange offer for Fletcher Dennys of three of its own shares for every 10 Fletcher Dennys outstanding – and as 78.9% of the shares have already been irrevocably committed to the offer, Systems Reliability gets control whatever else happens. Hillsdown has accepted the offer in respect of its 75% in Fletcher Dennys, and aggregated with the 28.5% of Systems it is seeking, will then have 54.5% of the enlarged share capital of the latter. However it is not looking for control, and it will place up to 2m of the shares with other investors, leaving it and friendly partners with 46.6% of Systems Reliability. The latter will then change its name to Systems Reliability Holdings Plc and run Fletcher Dennys as a division.
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