TIDMASTR 
 
RNS Number : 4866U 
Astaire Group Plc 
15 October 2010 
 

                                AstAIrE Group PLC 
 
                         Sale of AstAIrE Securities PLC 
 
For immediate release 
                                                                 15 October 2010 
 
Further to the strategic update announcement made on 31 August 2010, the Board 
of Astaire Group PLC announces that it has exchanged contracts for the sale of 
Astaire Securities PLC ("Astaire Securities") to Sandfire Capital Inc 
("Sandfire") for GBP2.45 million. 
 
Background and reasons for sale 
 
The strategy adopted by Evolve following its acquisition of Astaire Group (then 
called Blue Oar PLC) during the winter of 2008-9 did not prove successful 
against the background of continuing difficult market conditions.  Litigation by 
Izodia PLC against Corporate Synergy  Holdings Limited ("CSH"), an intermediate 
holding company within the Astaire Group which holds 99.9% of the issued share 
capital of Astaire Securities PLC created an atmosphere of uncertainty at 
Astaire Securities, causing damage in terms of staff morale and client 
relationships.  As this business is dependent on its staff and clients, a 
decision was made to sell it so that it could enjoy better prospects as part of 
a purchaser's more stable group and to enable Astaire Group to realise some 
value for it. 
 
Astaire Securities 
 
Astaire Securities acts as Nominated Adviser and / or broker to over 40 
companies, most of which are quoted on AIM. Its turnover, losses and assets as 
at the dates shown were:- 
 
+---------------------+--------------+-------------+-------------+ 
|                     |   Year ended |  Year ended |    6 months | 
|                     |  31 Dec 2008 | 31 Dec 2009 |       ended | 
|                     |    (audited) |   (audited) |     30 June | 
|                     |      GBP'000 |     GBP'000 |        2010 | 
|                     |              |             | (unaudited) | 
|                     |              |             |     GBP'000 | 
+---------------------+--------------+-------------+-------------+ 
| Turnover            |        6,318 |       5,259 |       2,897 | 
+---------------------+--------------+-------------+-------------+ 
| Pre tax loss        |        2,914 |       1,934 |         635 | 
+---------------------+--------------+-------------+-------------+ 
| Net assets at       |        4,565 |       2,938 |       2,446 | 
| period end          |              |             |             | 
+---------------------+--------------+-------------+-------------+ 
 
The pretax loss for the first half of 2010 is shown after accounting for 
exceptional costs of GBP250,000 for restructuring and redundancies. 
 
Consideration and terms 
 
The consideration is GBP2.45 million comprising GBP2 million cash to be received 
on completion and GBP450,000 to be placed in an escrow account in relation to 
Astaire Securities' continuing eligibility for Nominated Adviser status and 
against any warranty claims or shortfall in the proceeds of the sale of certain 
assets below their book value. In addition to containing warranties in favour of 
the purchaser, as is normal for this type of contract, the sale and purchase 
agreement, which was signed today, contains a tax indemnity.  CHS' exposure 
under the tax indemnity is intended to be mitigated by the purchase and transfer 
of tax losses within the Astaire Group.  Completion is expected to take place 
within the next few days. 
 
Effect of the sale on Astaire Group 
 
The effect of the sale of Astaire Securities is to reduce the Astaire Group's 
trading losses.  While the receipt of the cash proceeds strengthens the Astaire 
Group consolidated balance sheet, substantially all the cash proceeds will be 
retained by CSH as explained below.  Astaire will record a loss on disposal in 
the range GBP0.8 million to GBP1.4 million, the exact amount of which will 
depend on the amounts released to Astaire from the escrow accounts. 
 
 
The sale proceeds (net of transaction related costs) are to be held by CSH 
pending the outcome of the litigation, which is being vigorously defended. 
Transaction related costs include a liability in respect of a staff retention 
plan amounting to between GBP182,172 and GBP269,987 (depending on the amounts 
eventually released to CSH from escrow), legal and financial advisor fees. 
 
Astaire Securities was named as a defendant in the claim by Izodia PLC, but in 
order to effect the sale Astaire Securities agreed, on a without prejudice 
basis, to a payment of GBP37,000 in full and final settlement of any claim 
against Astaire Securities and with no admission of fault or liability on the 
its part and without discharging Izodia's claim against CSH. 
 
Enquiries: 
 
Astaire Group Plc 
Tel: 020 7492 4750 
James Noble, Chairman 
 
Maitland 
Tel: 020 7379 5151 
Neil Bennett 
George Hudson 
 
Fairfax I.S. PLC 
Nominated Adviser/Broker 
Tel: 020 7598 5368 
David Floyd 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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