Re: Sale of Dowgate Capital Stockbrokers (6110Y)
December 24 2010 - 6:52AM
UK Regulatory
TIDMEVOL TIDMASTR
RNS Number : 6110Y
Evolve Capital PLC
24 December 2010
For immediate release 24 December 2010
Evolve Capital plc
("Evolve" or the "Company")
Sale of Dowgate Capital Stockbrokers Limited by Astaire Group
PLC
The Board of Evolve notes the announcement released earlier
today by Astaire Group PLC ("Astaire"), a company in which Evolve
has a 53.6 per cent. interest, in relation to the conditional sale
of Dowgate Capital Stockbrokers Limited ("Dowgate") to 3B Capital
Limited ("3B Capital"). This disposal 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.
In light of the participations of certain Dowgate directors in
3B Capital the sale of Dowgate is categorised as a transaction with
a related party in accordance with rule 13 of the AIM Rules for
Companies. The Directors of Evolve consider, having consulted with
Allenby Capital Limited, its nominated adviser, that the terms of
the transaction are fair and reasonable insofar as shareholders of
Evolve are concerned. None of the directors of Evolve has any
interest in the sale of Dowgate.
The full text of the announcement released by Astaire (which
includes in full the terms of the transaction) is set out
below.
For further information please contact:
Evolve Capital plc Tel: 020 7937 4445
Oliver Vaughan, Chairman
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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