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Kingsbridge Hldgs (PNC)

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Friday 23 May, 2003

Kingsbridge Hldgs

Disposal

Kingsbridge Holdings PLC
23 May 2003

Kingsbridge Holdings Plc



23 May 2003



DISPOSAL



Kingsbridge Holdings plc



Disposal of Kingsbridge Nottingham Limited ('KNL') and Kingweb Limited 
('Kingweb')



The Board of Kingsbridge Holdings plc ('Kingsbridge' or 'the Company') announces
that, yesterday, terms were agreed ('the Agreement') with Stoneygate 67 Limited
('the Purchaser'), a company controlled by David McKee and Kevin McMenamin,
relating to the disposal ('Disposal') by the Company of the entire issued share
capitals of KNL and Kingweb (together 'the Target Companies').  KNL forms part
of the sports division of the Kingsbridge group of companies ('the Group') and
Kingweb acts as the licensee of the official web site of the League Managers'
Association ('LMA').



Under the terms of the Agreement the Purchaser will:



-    assume the Company's liability, as guarantor, under Kingweb's contract with
the LMA to pay the LMA approximately £1.3 million over the next 6 years;



-    pay, on completion of the Disposal ('Completion'), the sum of £300,000;



-    assume responsibility for repaying the inter-company debt owed from the
Company to KNL (which as at 20 May 2003 stood at approximately £200,000);



-    assume all other actual or potential liabilities relating to the business
operated by the Target Companies including any liability to clients in respect
of advice previously given or products previously sold;



-    waive any right to claim from the Group sums totaling approximately
£200,000 that the Target Companies are required to pay out to third parties; and



-    account to Kingsbridge for all monies received by the Target Companies in
respect of debtors outstanding as at the date of Completion less an amount equal
to trade creditors at the date of Completion.



Completion of the Disposal is conditional upon the Purchaser obtaining
professional indemnity insurance cover for KNL which is compliant with the rules
of the Financial Services Authority ('FSA') and commercially viable for the
Purchaser by 19 June 2003. If the Purchaser cannot obtain this insurance by this
date then, subject to compliance with the rules of the FSA and the consent of
Benson McGarvey's insurers, the Company will permit KNL to join the professional
indemnity insurance policy of Benson McGarvey Limited for up to 6 months from
Completion (at the Purchaser's cost).  The Disposal will not complete until
these conditions are satisfied.



KNL will be applying to the FSA for authorisation to conduct business and, in
the period from Completion to obtaining such authorisation, KNL will act as an
appointed representative of Kingsbridge Advisors Limited, a subsidiary of the
Company.



Kingsbridge Nottingham Limited, commenced trading on 1 March 2003 when it
acquired its business from Kingsbridge Financial plc, a subsidiary of the
Company.  Save in respect of the six months to 28 February 2003, separate
accounts were not prepared in respect of the Nottingham business within
Kingsbridge Financial plc and so details of the profit or loss and turnover in
respect of a 12 month period are not available.  For the 6 months to 28 February
2003, the Directors estimate (based upon unaudited management accounts) that the
Target Companies made a contribution (before central management charges) of
£70,000 on turnover of £1.2 million.  At 28 February 2003 the net liabilities of
the Target Companies were estimated to be £900,000. At today's date the net
liabilities of the Target Companies are estimated to be £800,000.



The Agreement requires the Company to put to its shareholders at the next
general meeting a resolution proposing to change the Company's name to a name
which does not include the word 'Kingsbridge' and similarly to change the
corporate names of those of its subsidiaries whose names contain the word '
Kingsbridge'.



Following Completion Kingsbridge's business will principally comprise the
business of Benson McGarvey Limited and Kingsbridge Advisors Limited.



The Board, all of whom are independent for the purposes of the AIM Rules, having
consulted with the Company's Nominated Adviser, consider that the terms of the
Disposal to be fair and reasonable insofar as the Company's shareholders are
concerned. In forming this view the Board has had regard to the difficult
trading environment and the low cash balances available to the Group.



Interim results for the 6 month period to 28 February 2003 will be released on
30 May 2003.



Commenting on the Disposal, Eric Cater, Executive Chairman of Kingsbridge said:



'The contract with the LMA had become extremely onerous for Kingsbridge and the
Board is therefore satisfied to be relieved of this on-going liability.  The
cash consideration of £300,000 will be applied towards the working capital
requirements of the remaining group.



As previously announced, the Board is considering various proposals to produce
shareholder value and we continue to pursue actively a number of these
opportunities.'





Enquiries:


Kingsbridge Holdings plc                                      0115 852 3620
Eric Cater, Executive Chairman

Teather & Greenwood Limited                                   020 7426 9000
Christopher Hardie/Stephen Austin





END


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