RNS Number : 4612H
05 November 2008
5 November 2008
('ArgentVive' or the 'Company')
Disposal of Solcara Limited and Directorate Change
The Board of ArgentVive announced on 9 October that it had received a conditional offer to acquire Solcara Limited ('Solcara'), the Company's wholly owned search and information management subsidiary. The Board announces that it has now completed the sale of Solcara to Access Intelligence PLC ('AI') for a total cash consideration of £750,000 (the 'Transaction').
Under the terms of the acquisition agreement AI has acquired the entire issued share capital of Solcara. ArgentVive will provide limited warranties and undertakings to AI usual for a transaction of this nature. As part of the agreement, Ray Jackson has resigned from his position as Managing Director of ArgentVive and will take up the position of Non-Executive Director with AI. Discussions are in progress with the purchaser for Ray Jackson to continue to provide consultancy services to the ArgentVive for a limited period.
The ArgentVive Board announced on 25 June 2008 that it was undertaking a restructuring of the business. It had been the Board's intention that the restructuring would involve the disposal of the non-core activities and that it would focus on the business of Solcara. However, it has become clear that in the current economic climate the Company is unable to achieve the level of refinancing necessary to ensure Solcara's long term success. In the mean time the restructuring of the Company's remaining activities continues, including the disposal or closure of certain of the remaining businesses.
As at 31 March 2008 Solcara had negative net assets of approximately £460,000, including loans of £184,778, which will remain with Solcara following the Transaction. In the year to 31 March 2008 Solcara achieved profit before tax of £177,620.
The sale of Solcara will provide the Company with net cash consideration of approximately £720,000. The Board has confirmed that the proceeds will be used to continue the restructuring of the Company. The Board has also confirmed that without the sale of Solcara, and receipt of the sale proceeds, ArgentVive would have been unable to continue trading. The Directors, with the exception of Ray Jackson, who is involved in the Transaction as a related party, having consulted with Charles Stanley Securities, the Company's Nominated Adviser, consider that the terms of the Transaction are fair and reasonable insofar as its shareholders are concerned.
The Board intends to put the matter to Shareholders as a resolution at the forthcoming Annual General Meeting. Irrevocable undertakings to vote in favour of the Transaction at the forthcoming general meeting, when convened, have been given by the Directors and certain other Shareholders in respect of 21,843,794 ordinary shares representing approximately 53.0% of the Company's issued share capital. Details of the Transaction will be sent to shareholders together, with the Annual Report and Accounts for the year to 31 March 2008. Following publication of the report and accounts the Company anticipates that the suspension of trading in the Company's shares on AIM will be lifted and that dealings will then recommence.
Following the Transaction the business of ArgentVive will comprise the Waterside Book Services, Retail8 and retailOn.
Commenting on the Transaction Chairman David Mahony stated 'As it did not prove possible to refinance the Company the Board had no alternative but to sell the Solcara business. The restructuring of the other group activities will continue and further announcements will be made as appropriate.'
Tel: 01932 569912
Charles Stanley Securities
Russell Cook / Carl Holmes
Tel: 020 7149 6000
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