Background and business issues
Uniq Plc is a chilled foods manufacturer in the UK, producing own-label convenience foods for large retailers, such as sandwiches for M&S.
The company shrunk through divestments in the 1990s whilst returning to its core business, resulting in a far smaller publicly listed company with a large defined benefit pension scheme, which subsequently developed a deficit that greatly exceeded the market value of the company.
Our role and approach
Given the complexities of the transaction, Deloitte provided a team comprising PLC Advisory, pensions and restructuring experts.
Deloitte’s PLC Advisory Team were engaged by the Trustees of the pension scheme, the most significant stakeholder in the company, to devise strategic options with a view to maximising value for the scheme.
Following this review, Deloitte were asked to refine a number of the preferred options, during which discussions were held with Uniq and its advisers, and the deficit for equity swap structure was selected as being most likely to maximise value for the pension scheme.
Deloitte advised the Trustee throughout complex pricing and structuring negotiations involving both the company, the Pensions Regulator and the Pension Protection Fund.
The result was a restructuring of Uniq Plc that delivered 90.2% of the equity of the Plc to the pension scheme, plus a £14m cash payment (before expenses) funded through new banking facilities, in consideration for freeing the company of the pension deficit.
Deloitte further provided expert public company advice to the Trustee during the implementation of the deficit-for-equity swap effected via a scheme of arrangement (UK Listing Rules and Takeover Code), and a move from the Main Market to AIM.
Such a deficit-for-equity swap is a first for a UK company and allowed a solvent solution to a complex and difficult situation
"The quality of the output produced by the Deloitte team and the value-added support during the transaction was outstanding - everything delivered with passion, unyielding commitment and professionalism. I was particularly impressed with the breadth of expertise your firm could bring to the table. I will be happy to act as a reference point for you at any time in the future." – Chris Martin, Independent Trustee Services Limited