Disposal Agreement

Milestone Group PLC 29 August 2006 For Immediate Release 29 August 2006 Milestone Group PLC DISPOSAL AGREEMENT AIM listed Milestone Group PLC ('Milestone' or 'the Company') announces it has written to Shareholders having finalised agreements to dispose of its entire loss making publishing division for an aggregate consideration of £1,450,000. On 4 August 2006, Milestone announced it was in negotiation to sell the whole of its publishing division, of which the Property Weekly series of publications (the 'Property Weekly Business') is a significant part, for an aggregate consideration of just over £1 million (subject to a net asset price adjustment), to Letterbronze Limited ('Letterbronze'). On 21 August 2006, Milestone announced negotiations with Letterbronze had been terminated and it had entered into a different agreement to dispose of the Property Weekly Business to Tindle Newspapers Limited ('Tindle') for a consideration of £1,400,000 (the 'Property Weekly Consideration'), whilst seeking to identify a third party buyer for its remaining publishing assets. The Company is pleased to confirm that, on 25 August 2006, it successfully reached agreement to dispose of what will be left of its publishing division, following the sale of the Property Weekly Business. The Company has entered into an agreement, subject to the approval of Milestone Shareholders, to sell the entire issued share capital of Tri Media Publishing Limited ('TMP') to Howard Taylor, who is currently employed by the Company in the role of Group Publishing Manager, for a nominal consideration of £50,000. TMP is a wholly owned subsidiary of the Company and acts as the immediate parent holding company for Milestone's two newspaper trading companies; Courier Newspapers (Oxford) Limited ('CNL') and Basingstoke Observer Limited ('BOL'). Under the terms of the proposed sale, TMP and its subsidiaries will be sold free of Milestone debt and with net liabilities at the date of completion not exceeding £1. Further consideration will be payable if Howard Taylor sells on any major part of TMP's business within six months of completion. The two separate disposals of (i) the Property Weekly Business to Tindle (the 'Property Weekly Disposal') and (ii) TMP to Howard Taylor (the 'TMP Disposal') are both subject, inter alia, to the approval of Milestone Shareholders at an Extraordinary General Meeting ('EGM') to be held on 11 September 2006. A circular setting out the main terms of the two disposals, a notice of EGM, and the two ordinary resolutions to be proposed at the EGM was posted to Milestone Shareholders this weekend. Selected extracts from the circular are reproduced at the end of this announcement. The aggregate consideration of £1.45 million for the Property Weekly Disposal and the TMP Disposal represents an increase in total of approximately £425,000 over the original offer received for the Company's publishing assets from Letterbronze. Milestone Chief Executive, Andy Craig, said: 'Having agreed to sell Property Weekly for a consideration of £1.4 million, the Board is delighted to have managed to quickly reach a further agreement to dispose of the remainder of the group's publishing assets which have been a major contributor to the Company's cash burn over recent times, having considerably underperformed management expectations at what is a challenging time for the industry. 'By agreeing to sell TMP before the end of this financial year, the Board has acted decisively to protect the positive cash position of the Company following the sale of Property Weekly. Indeed, the Board felt strongly that, following the Property Weekly sale, a rapid disposal of the Company's remaining publishing assets would avoid a damaging period of continued uncertainty for investors, staff and clients. 'Property Weekly is, in particular, a product which Milestone has made great effort to support and expand, having in recent months launched Newbury Property Weekly in West Berkshire and a sophisticated on-line web portal for both clients and consumers. The significant interest and ultimate consideration received for the Property Weekly Business reflects the commitment we have put into developing attractive media assets despite the current difficult trading environment. 'The Board offers its best wishes to the Company's employee, Howard Taylor, following his decision to acquire TMP as a going concern after the Property Weekly sale.' An EGM has been convened for 10.00 a.m. on 11 September 2006 at the offices of Lawrence Graham LLP, 190 Strand, London WC2R 1JN at which resolutions will be proposed to approve the Property Weekly Disposal and the TMP Disposal. The Directors have recommended that Shareholders vote in favour of the resolutions to be proposed at the EGM. Subject to the appropriate resolution being carried, the Property Weekly Disposal is expected to complete on 11 September 2006, or shortly thereafter. Subject to the prior completion of the Property Weekly Disposal and the appropriate resolution being carried, the TMP Disposal is expected to complete on 15 September 2006, or shortly thereafter. For further information Milestone Tel: 01235 547 800 Andy Craig/Daniel Cass Arden Partners Tel: 0207 398 1632 Richard Day Buchanan Communications Tel: 0207 466 5000 Bobby Morse/Suzanne Brocks Edited extracts from circular sent to the holders of ordinary shares in the Company ('Shareholders') dated 25 August 2006: *The Property Weekly Business* Property Weekly is a free broadsheet newspaper containing advertisements for homes to buy and rent with three separate editions covering north Oxfordshire, south Oxfordshire and Newbury, together with an associated website. Approximately 75,000 copies of Property Weekly are currently printed each week and distributed via a mixture of door-to-door delivery and dispensers that are located in outlets such as estate agents and retailers. Property Weekly is currently published by CNL, a wholly owned subsidiary of the Company. No goodwill carrying value is directly attributable to Property Weekly in the accounts of CNL. *The TMP business* TMP is a holding company for the publishing division of Milestone and trades through its two wholly owned subsidiaries, CNL and BOL. Apart from Property Weekly, CNL publishes the Courier Journal series, a weekly free newspaper with four editions covering south Oxfordshire, north Oxfordshire, west Oxfordshire and Oxford City (the latter branded Oxford City Journal). The Courier Journal series primarily obtains revenue by selling advertising within the series to local companies. CNL also publishes Auto Weekly, a free weekly supplement distributed within the Courier Journal series containing motors advertising. The Courier Journal series and Auto Weekly currently have a total weekly print run of approximately 77,000. In addition, CNL publishes Oxfordshire Living, a monthly magazine targeting ABC1s in Oxfordshire as well as occasional special publications including those produced on behalf of clients and third parties. CNL has a contract with West Berkshire District Council to publish West Berkshire News, a quarterly magazine. BOL publishes the Basingstoke Observer, a weekly free newspaper for North Hampshire distributed via dispensers placed at retail outlets with a total weekly print run of approximately 25,000. *Financial summary* The table below sets out the revenue and estimated profit/loss for all of TMP's main publications, including the Property Weekly Business, for the ten months ended 31 July 2006. As a large proportion of the overheads of the Property Weekly Business have traditionally been absorbed by CNL, the table below is based upon a management estimate of the profitability of each of the main publishing units of the Company if they had been operating as largely autonomous businesses, as is proposed following completion of the Property Weekly Disposal. Business Unit Property Weekly CNL (excluding Property Weekly BOL Business Business) Revenue £856,000 £798,000 £366,000 Profit / (loss) £138,000 (£536,000) (£141,000) Notes: 'Revenue' is based on the unaudited management accounts of the Company. 'Profit / (loss)' has been adjusted by management based upon an estimate of the costs that would have been incurred had Property Weekly been acting as a stand alone business unit, responsible for its own distribution and providing distribution to CNL. The sale of the Property Weekly Business and TMP will complete the strategic review of Milestone's publishing divisionwhich, in the twelve months ended 30 September 2005, made consolidated losses of £0.9 million on sales of £2.9 million as set out below: •CNL made an operating loss of £762,000 on turnover of £2,332,000 (2004: loss of £147,000 on turnover of £2,998,000). •BOL made an operating loss of £152,000 on turnover of £600,000 (2004: loss of £103,000 on turnover of £768,000). The goodwill carrying value of CNL in the books of the Company at 31 July 2006 was approximately £1.7 million. The goodwill carrying value of BOL in the books of the Company at 31 July 2006 was approximately £0.5 million. *The Property Weekly Disposal* Pursuant to the terms of the Property Weekly Disposal, CNL has agreed to sell and Tindle has agreed to purchase the Property Weekly Business for £1.4 million payable in cash on completion. Major contracts relating to the Property Weekly Business and CNL's newspaper distribution department will be assigned from CNL to Tindle. Tindle has paid a 100 per cent. deposit which is being held by the Company's solicitors. The agreement is conditional upon the Shareholders of Milestone approving the Property Weekly Disposal, the release of certain bank charges and there being no material breach of warranty. CNL has given limited warranties in respect of the Property Weekly Business and CNL's liability is capped at the amount of the Property Weekly Consideration. Under the terms of the PW Business Sale Agreement, CNL and the Company are restricted from competing with Property Weekly in Oxfordshire and West Berkshire. As part of the Property Weekly Consideration, Tindle has agreed not to compete with CNL's main publications in Oxfordshire and West Berkshire. A key element of the Property Weekly Disposal is the entering into by CNL of a cooperation agreement with Tindle that guarantees continued door-to-door delivery for CNL's free newspapers in Oxfordshire, substantially reducing CNL's distribution costs from that which it had previously been paying. These reduced rates will apply for a minimum period of two years following completion of the Property Weekly Disposal. As part of this cooperation agreement, CNL agrees to make available to Tindle a number of services currently provided by CNL to the Property Weekly Business, such as advertisement design services, on commercial terms. *The TMP Disposal* Pursuant to the terms of the TMP Disposal, Howard Taylor has agreed to acquire the entire issued share capital of TMP for £50,000 payable in cash on completion. As Milestone has previously not made any contribution towards rent, rates, service charges or utilities for partial use of CNL's offices and equipment at Marcham Road in Abgindon, the Company has agreed to make an exceptional payment to CNL of £29,000 net of VAT, reflecting one quarter's current rental costs to CNL, in return for continued use of certain of these facilities for a three month period following completion. The Company has also agreed to repay or waive any outstanding inter-group loans prior to completion, and to facilitate that TMP is acquired with a balance sheet showing net liabilities of not more than £1. Milestone will therefore be effectively paying down approximately £200,000 of creditors of CNL and BOL. Milestone has given minimal warranties and restrictive covenants. Howard Taylor has given undertakings in respect of certain ongoing obligations, including the continued publication within certain of CNL's titles of programme listings for SIX TV, the local television channel for Oxfordshire operated by Oxford Broadcasting Limited, a wholly owned subsidiary of the Company. *Reasons for the disposals* As set out in the circular dated 4 August 2006, in its interim results statement released on 30 June 2006, the Board announced that a number of parties had indicated strong interest 'in acquiring some or all of the group's assets' and stated that it hoped to be 'in a position to report back to shareholders in the near future'. Since June 2005, the Board has consistently stated that it will maintain a continuous review of strategy with a view to exploring all opportunities to maximise shareholder value. In recent months, Milestone has disposed of its controlling interests in four radio stations (only one of which was wholly owned), successfully achieving an aggregate consideration of approximately £2.3 million. Overall, the Board believe that CNL and BOL are loss making businesses with a number of high fixed costs and that considerable additional losses are likely to be incurred in restructuring these companies to generate significant profits. The Board recognised that the Property Weekly Business was likely to be the most attractive asset held within its publishing division and, once disposed of, the remainder of the Company's main publishing assets are loss making. Having identified Tindle as a buyer for the Property Weekly Business, the Board was keen to identify a buyer for the remainder of the publishing assets who would potentially be in a position to complete rapidly. Howard Taylor is currently employed by CNL in the role of Group Publishing Manager, responsible for the operational management of both CNL and BOL. Howard Taylor is not a director of the Company or any of its subsidiaries and is not therefore a connected party in relation to the TMP Disposal. By reaching agreement with Howard Taylor, the Board has managed to agree terms for the TMP Disposal on the basis of minimal due diligence and warranties. This will enable the Company to complete the TMP Disposal shortly after the Property Weekly Disposal and before the end of Milestone's financial year, saving the Company the additional losses that would be incurred in negotiating the disposal of TMP to any third party undertaking a full due diligence exercise. Having conducted a comprehensive strategic review on an extended period, the Board considers that the consideration for both the Property Weekly Disposal and the TMP Disposal is fair. This view has been reached in light of the current challenging nature of the newspaper industry in general and, in particular, the ongoing losses of CNL and BOL. By disposing of TMP shortly after the Property Weekly Disposal, the Board believes it is acting decisively to reduce the cash burn and protect the cash position of the Company's listed vehicle, thereby maximising the benefit of the increased aggregate consideration over that offered by Letterbronze. Following the Property Weekly Disposal and TMP Disposal, the Company's main trading unit will be Oxford Broadcasting Limited trading as SIX TV ('OBL'). OBL operates 'SIX TV' branded local television channels in Oxford and Southampton on a low overhead. Although the Board believes OBL has ongoing business potential, this company carries no ongoing goodwill value in the books of the Company. *Use of proceeds* The Board intends to use approximately £200,000 of the Property Weekly Consideration to meet existing liabilities within the Company's publishing division and to enhance the balance sheet of CNL. The Board notes that the Company would have been committed to a broadly similar level of cash outlay to reduce the net liabilities of CNL under the terms of the original offer to dispose of CNL and BOL to Letterbronze for an (unadjusted) aggregate consideration of £1,025,000. Following this cash contribution to CNL and BOL, the remainder of the proceeds of the Property Weekly Disposal will be transferred by CNL to the Company, prior to completion of the TMP Disposal. The balance of the aggregate proceeds from the Property Weekly Disposal and TMP Disposal will be used, in part, to meet the general working capital requirements of the Company and its subsidiaries. However, it is the intention of the Directors that a significant proportion of the proceeds will be retained, either to be distributed to Shareholders or to be re-invested developing new business opportunities. The Board continues to consider and will be discussing with its Shareholders and nominated adviser, Arden Partners PLC, the ongoing strategy of the Company, including the best use of these funds, in line with its duty to consider all options to maximise shareholder value. This will be done under the chairmanship of John Sanderson, the Company's Non-Executive Chairman and independent director. This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings