Kingsbridge Holdings PLC
04 March 2003
KINGSBRIDGE HOLDINGS PLC
4 MARCH 2003
Kingsbridge Holdings plc ('KINGSBRIDGE' or 'the Company') Disposal of
Independent Financial Partnership Limited ('IFP') and Kingsbridge MANAGEMENT
SERVICES PLC ('kms')
Kingsbridge, the AIM quoted provider of financial services and advice focusing
on sports and high net worth clients, announces the agreement ('Agreement')
yesterday relating to the sale of IFP (and its subsidiary companies ('the IFP
Group')) and KMS to a company ('Purchaser') connected with Ross Hyett, a former
director of the Company, and certain members of his management team. The terms
of the Agreement are that:
(a) Mr Hyett and others are to release the Company from its obligation to pay to
them £2.25 million (being an earn-out due to them under the agreement ('Stafford
Agreement') in April 2001 under which Kingsbridge acquired Stafford Group plc ('
(b) there is to be assigned to the Company bank guaranteed loan notes to the
value of £1.56 million issued by the Company on the Company's acquisition of
Stafford. It is intended that the loan notes will be cancelled and the cash
deposit of £1.56 million, currently held by the Company's bankers, will be
released to the Company;
(c) the Company will not enforce its rights to bring warranty claims under the
Stafford Agreement; and
(d) the Company is to be released from its obligation to pay an inter-company
loan referred to below.
The Sale is conditional upon the necessary regulatory consents being obtained.
These consents have been applied for and it is anticipated that they will be
obtained in the near future.
The Agreement necessitated a prior reorganisation of the Kingsbridge Group under
which an inter-company loan arose on the transfer out of IFP of the Nottingham
and Scottish offices of the Group which are being retained.
IFP was the principal trading subsidiary of Stafford and provides a range of
financial services to both personal and corporate clients out of offices in
Harrogate and London. As previously announced, problems have arisen from
investments made by certain clients of IFP through life offices in Imperial
Consolidated Mutual Limited. These problems have created uncertainty over the
whole Kingsbridge Group, have had a negative impact on the Group's ability to
obtain professional indemnity cover and have been a source of continued
distraction to management. The disposal of IFP now resolves these issues.
KMS provides non-regulated services (such as group pension scheme administration
and tax advice) to corporate clients and high net worth clients mainly of the
Harrogate and London offices of IFP.
In the year to 31 August 2002 the IFP Group and KMS made profits before tax of
£76,000 on turnover of £5.3 million. For the five months to 31 January 2003,
the Directors estimate (based upon unaudited management accounts) that the IFP
Group and KMS made a loss before tax of £400,000 on turnover of £1.47 million.
The assets to be sold consist of fixed assets, debtors and creditors with a net
book value of £1.5 million (as at 31 August 2002).
Following completion of the Sale, Kingsbridge will comprise of its sports and
entertainment businesses (out of its Nottingham and Scottish Offices) which the
Directors believe will continue to generate profits at the operating level
(before central costs and amortisation). Additionally, the balance sheet of the
Group will be strengthened by the release back to the Company of the £1.56
million referred to above which will leave the Group free of debt and with a net
The Board, all of whom are independent for the purposes of the AIM Rules, having
consulted with the Company's nominated adviser, consider the terms of the Sale
to be fair and reasonable insofar as the Company's shareholders are concerned.
Kingsbridge Holdings plc 01423 533311
Eric Cater, Chairman
Teather & Greenwood Limited 020 7426 9000
This information is provided by RNS
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