TIDMASTR

RNS Number : 6090Y

Astaire Group Plc

24 December 2010

Astaire Group PLC

Sale of Dowgate Capital Stockbrokers Limited

For immediate release

24 December 2010

The Board of Astaire Group PLC ("Astaire") is pleased to announce the conditional sale of Dowgate Capital Stockbrokers Limited ("Dowgate") to 3B Capital Limited ("3B Capital"). This disposal follows the recent sale of Astaire Securities Limited and forms part of Astaire's continuing strategy of realising its assets.

The contract signed today provides for the sale of the whole of the issued share capital of Dowgate to 3B Capital for GBP900,000 of which GBP675,000 is payable in cash at completion and the balance of GBP225 000 is due no later than 30 June 2012 subject to any claims against the warranties and indemnities provided by the seller. 3B Capital is a new company formed by Beavis Morgan LLP and employees of Dowgate, including two directors, Neil Badger and Clive Mattock, who have together subscribed GBP82,502 which will represent 25 per cent. of 3B's issued share capital following completion. Neil Badger and Clive Mattock will join the board of 3B Capital. In view of these directors' participation in 3B Capital, the sale of Dowgate is categorised as a transaction with a related party in accordance with the AIM Rules for Companies. The Directors of Astaire, none of whom has any interest in the sale of Dowgate, has consulted Fairfax I.S. PLC (Nominated Adviser to Astaire Group PLC) and consider the terms of the transaction to be fair and reasonable insofar as Astaire Shareholders are concerned.

Dowgate has a staff of 13 including investment consultants providing private client investment advice and stockbroking services from its offices in Crawley. Its turnover for the year ended 31 December 2009 was GBP2.36 million and its loss before tax for that period was GBP0.33 million. The consideration represents a small discount to Dowgate's unaudited net assets as at 30 November 2010 which amounted to approximately GBP941,000 after adjusting for a pre-disposal dividend. The sale and purchase contract contains certain warranties and indemnities which expire on various dates between 31 December 2011 and 30 June 2012. Any claims under the warranties and indemnities may only be made against the GBP225,000 deferred consideration referred to above, which will be held in an escrow account.

The contract is conditional on an application being made and the FSA granting consent for 3B Capital and Beavis Morgan LLP to control Dowgate a Regulated Firm.

The effect of the disposal on Astaire is to increase its cash balances and leave the Astaire Group with only one remaining operating division - Rowan Dartington, which, as previously announced, is also expected to be sold in the near future. Any disposal of Rowan Dartington will be subject, inter alia, to the approval of Astaire shareholders in general meeting. The proceeds of the sale of Dowgate will be retained to cover any potential liabilities and any regulatory capital requirements which may arise at Rowan Dartington pending its disposal.

Enquiries:

Astaire Group Plc Tel: 020 7492 4757

Chris Roberts, Finance Director

Fairfax I.S. PLC - Nominated Adviser / Broker Tel: 020 7598 5368

David Floyd

3B Capital Limited Tel: 020 7417 0417

Peter Drown

This information is provided by RNS

The company news service from the London Stock Exchange

END

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