Management buy-out of Equity Holdings Ltd

RNS Number : 2170H

ADVFN PLC

09 July 2012

 



9 July 2012

ADVFN plc ("ADVFN" or the "Company")

Management buy-out of Equity Holdings Ltd ("Equity Holdings")

ADVFN is pleased to announce that it has signed an agreement for the sale of its wholly-owned subsidiary, Equity Holdings, to a newly formed holding company, Bashco Ltd, an entity 100% owned and controlled by Brian Basham who is currently part of the management team of Equity Holdings.

Equity Holdings is the holding company of Equity Development Limited ("Equity Development") which produces research material for distribution in the UK used by brokers, fund managers and investors. Brian Basham is a founder and director of Equity Holdings and Equity Development.

In the view of the board of ADVFN, it appears unlikely that Equity Holdings would have been able to produce an acceptable level of profitability in the foreseeable future while remaining the Company's subsidiary. This sale to the management provides the opportunity for Equity Holdings to attract new, external capital and removes the requirement for any further funding from ADVFN.

Equity Holdings contributed a net loss after tax to ADVFN of approximately £7,400 for the year ended 30 June 2011 (audited) and a net loss after tax of approximately £9,300 for the six month period ended 31 December 2011 (unaudited). The book value of the assets attributable to the Equity Holdings business was approximately £933,000 as at both 30 June 2011 (audited) and 31 December 2011 (unaudited).

The deferred consideration for the transaction is £1.2 million split £200,000 in cash and a zero per cent unsecured convertible loan note for £1 million.  

The consideration of £200,000 is payable to ADVFN in cash over 5 years and split equally into four payments of £50,000 as follows:

Payment one on 2nd anniversary of completion

Payment two on 3rd anniversary of completion

Payment three on 4th anniversary of completion

Payment four on 5th anniversary of completion

The loan note automatically converts on the 5th anniversary of completion.

The Company expects to use the proceeds of the transaction in the operations of ADVFN.

Since Brian Basham is a director of Equity Holdings and Equity Development, this transaction is classified as a related party transaction for the purposes of the AIM rules. The directors of ADVFN consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as its shareholders are concerned.

Contacts / Enquiries:

ADVFN plc
Tel: [phone]
Clem Chambers, CEO
 
Grant Thornton Corporate Finance
Tel: [phone]
Gerry Beaney/Salmaan Khawaja

 

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