Closing of Disposal of OSG

RNS Number : 6350Z

Aurora Russia Limited

08 March 2013

 



Aurora Russia Limited

8 March 2013

Closing of Disposal of OSG Records Management

Aurora Russia Limited (the "Company" or "Aurora Russia") is pleased to announce the closing of the sale of OSG Records Management to Elbrus Capital, previously announced on 22 February.

US$34.1 million (£21.6 million) has been paid to the Company free and clear of any warranties, except as to title.

A further US$8.5 million (£5.4 million) has been settled to an escrow account with Deutsche Bank in London. As previously announced, 50% of this amount (US$4.25 million or GBP2.7 million) is payable 30 days following signing of the 31 March 2013 year end accounts should they reflect management's expectations of EBITDA, net debt and working capital which were provided to Elbrus Capital during due diligence; and the remaining US$4.25 million is payable 12 months following Closing subject to any warranty claim under the general commercial and tax warranties.

The final US$5.2 million (GBP3.3 million) of the purchase price will be paid as long as OSG achieves EBITDA of over US$10.0 million (GBP6.3 million) for the year ending 31 March 2014. The amount payable under this earn-out arrangement will be reduced to zero in the event the EBITDA for the year ending 31 March 2014 is less than US$ 9.0 million Elbrus Capital have binding obligations to run OSG and account for the EBITDA in the same way as Aurora has over the last several years.

In accordance with its stated policy, the Board intends to distribute the proceeds of realisations to Aurora Russia shareholders. The method by which proceeds will be returned to Aurora Russia shareholders, the timing of the distributions and the quantum will be determined by the Board and a further announcement will be made in due course.

Enquiries:
Aurora Russia Limited
Gilbert Chalk	[phone]
Numis Securities Limited
Nominated Adviser: Hugh Jonathan	[phone]
Corporate Broking: Rupert Krefting / Nathan Brown
FTI Consulting
Ed Gascoigne-Pees	[phone]
Jack Hickey

 

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