Disposal of Rowan Dartington -3-
February 10 2011 - 3:59AM
UK Regulatory
If and when the DCS sale proceeds are received and as and when
the Izodia litigation has been resolved, and having regard to all
the warranty periods and escrow arrangements, as well as any
obligations DCL may have in respect of a lease on premises at 46
Worship Street, London, EC2A 2EA and dealing with the taxation
matters referred to above, the Astaire Group Board will consider
steps to return any available excess cash to Shareholders. Due to
its accumulated losses, Astaire Group would not be able to make any
distributions without first seeking approval from Shareholders and
from the court for a reduction of capital. Tax considerations for
Shareholders would also be taken into account.
As explained above, following completion of the Sale, Astaire
Group will become an "investing company" as defined in the AIM
Rules as a result of the disposal of substantially all of its
trading businesses.
In the context of the Company's strategic intention to seek to
return any available excess cash to shareholders and the deferred
nature of any cash consideration receivable under the arrangements
relating to Rowan Dartington, the Company's investing policy is to
continue to hold its present investments until they can be
realised, acquiring additional investments only when contractually
required to do so (for example in relation to the Isambard
Investments referred to in paragraph 6 above) or in order to obtain
value for any warrants and options which are "in the money" (i.e.
capable of being exercised to buy securities at prices which give
Astaire a profit on disposal).
The Astaire Group's investments include both quoted and unquoted
securities such as warrants to acquire quoted shares, an investment
in Euroclear PLC and sundry holdings owned by companies acquired by
Astaire Group as well as its ongoing investment in RDH shares and
loan notes described in paragraph 6, following the completion of
the Sale.
In view of the nature of the investments and the intention to
wind down the portfolio, the investing policy does not include any
specific exposure limits to individual investments. Generally the
management of the investments will be passive in nature, (i.e. with
no active involvement by Astaire in the underlying investee
companies). However, this will not preclude Astaire from appointing
directors to investee companies (as is intended in respect of RDH
as part of its investment monitoring process) or from taking any
steps it sees fit to protect the value of its investments or to
promote their disposal. Astaire does not intend to take on any
gearing, other than short term use of overdraft facilities as part
of its normal cash flow management.
While the Board intend to sell its present investments and any
new investments as soon as reasonably practicable with a view to
returning cash to shareholders, it does not intend to dispose of
any investments at forced sale prices in order to accelerate this
process. The proposed investing policy contains no specific
deadlines for any disposals as the Board considers that these could
be detrimental to their efforts to secure reasonable prices. The
cash held by Astaire Group (including the proceeds of any
disposals) will be held in bank deposits or invested in liquid
securities. Such liquid securities may include equity investments
but are likely to be predominantly debt instruments such as
gilts.
In due course the Board will be reviewing its remaining cost
base and may also consider as a part of this putting proposals to
Shareholders for delisting the Company's Shares from trading on
AIM.
8. Recommendation
The Astaire Group Directors consider the terms of the Sale to be
fair and reasonable. The Astaire Group Directors unanimously
recommend that Shareholders vote in favour of the resolutions to be
proposed at the General Meeting.
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
DEFINITIONS
The words and expressions set out below have the following
meanings throughout this announcement unless the context requires
otherwise:-
"AIM" the AIM Market operated by the
..................................... London Stock Exchange
.....................
"AIM the AIM Rules for Companies
Rules"............................... published by the London Stock
.................... Exchange from time to time
"Astaire Group" or "Company" Astaire Group PLC, incorporated
............... in England and Wales with registered
number 1796133 and its subsidiary
undertakings
"Astaire Group Directors" or "Astaire the directors of Astaire Group
Group Board" or PLC
"Board"..............................
.........................
"Astaire Securities" Astaire Securities PLC
"Conditions" the conditions to the Sale as
..................................... set out in paragraph 6
............
"CS Corporate Synergy Holdings Limited
Holdings"............................
....................
"Dowgate Capital" or Dowgate Capital Limited, the
"DCL"............ parent company of DCS
"Dowgate Capital Stockbrokers" Dowgate Capital Stockbrokers
or "DCS"............ Limited
"Evolve" Evolve Capital PLC, incorporated
in England and Wales with registered
number 6383902
"FSA" or "Financial Services the Financial Services Authority
Authority".................. of the UK in its capacity as
the competent authority for
the purposes of FSMA
"General Meeting" the general meeting of Astaire
..................................... Group to be convened to approve
..... the Sale and the proposed Investing
Policy
"Group" Astaire Group and its subsidiaries
"Investing the investing policy of the
Policy".............................. Company following completion
.............. of the Sale as described in
paragraph 7
Isambard Investments Investments purchased by the
Isambard Fund, a collective
investment scheme promoted by
Rowan Dartington
"London Stock Exchange" London Stock Exchange plc
.................................
"RDH"................................ Rowan Dartington Holdings Limited,
............................. incorporated in England and
Wales with registered number
7470226 (being the company which
is acquiring Rowan Dartington
from Astaire Group0
"Rowan Dartington" Rowan Dartington & Co. Limited
.....................................
.
"Sale" the proposed acquisition by
..................................... RDH of all of the issued and
..................... to be issued ordinary shares
of Rowan Dartington
"Share(s)"........................... the ordinary shares of 0.1 pence
.......................... each in the capital of Astaire
Group
"Shareholders" the holders of Shares
.....................................
.........
This information is provided by RNS
The company news service from the London Stock Exchange
END
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