For Immediate Release 15 April 2013
C. A. Sperati (The Special Agency) PLC
("CAS" or the "Company")
Proposed Disposal of Greenwich Property
The directors of CAS ("Directors") are pleased to announce that on 15 April 2013 the Company entered into a conditional contract with Knightspur Homes Limited ("KHL") (a wholly owned subsidiary of Cavendish and Gloucester Properties Limited), to sell its freehold land and property based in Greenwich ("Greenwich") ("Disposal") for a total cash consideration of £446,000 ("Consideration"). The Disposal is conditional on the approval of Shareholders of CAS ("Shareholders") which will be sought at an extraordinary general meeting of the Company ("EGM").
The Consideration is payable as to £171,000 on the completion date ("Completion"), a deferred payment of £175,000 six months following Completion and a further sum of £100,000 on the date falling on the earlier of ten working days after KHL secures planning permission authorising redevelopment of Greenwich for mixed use purposes and 18 months following Completion.
Theestimated taxation liability which is attributable to the Company following the proposed Disposal is approximately £40,000. Therefore, the Company will receive approximately £406,000 net of its tax liability following the Disposal.
As at 31 October 2012, the value attributed to Greenwich in the balance sheet of the Company was a book value of £39,436.
Greenwich is the Head Office and main trading location of the buttons and trimmings business owned and operated by CAS. The premises is also used for storage purposes. As part of the transaction it has been agreed that the Company will lease back the property for a period of 6 months at a rent of £1,500 per month while alternative accommodation is secured.
As the Directors stated in their announcement of final results released on 28 February 2013 and subsequently in their interim management statement released on 18 March 2013, they have recently been considering the sale of Greenwich to free up working capital. The Consideration will provide the Company with additional working capital which will enable the Company to settle outstanding creditors and purchase stock for incoming contracts. The Directors believe that this should help the Company to increase sales in the long term.
The Disposal constitutes a Class 1 Transaction under the Listing Rules and is therefore conditional on the approval of Shareholders at an EGM. Shareholders will be provided with notification of the EGM in conjunction with the dispatch of a circular, containing details of the proposed Disposal, in due course.
Kevin Jackson, Chairman of CAS, commented
"The Disposal has come at an ideal time for CAS which is in need of working capital. The Greenwich property is too large and is therefore uneconomic for CAS's present requirements, and is in a poor state of repair. Through this sale and temporary lease contract, the Directors hope to find a more suitable premises for the buttons and trimmings business to operate from which is less isolated and better located for our customer base".
Kevin Jackson, Chairman, CAS - 01509 670314
Roland Cornish / Emily Staples, Beaumont Cornish Limited - 0207 628 3396
A copy of this announcement will be available at www.casperatiplc.com The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no-one else in connection with the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited nor for giving advice in relation to the Disposal or any other matters referred to in this announcement.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Listing Rules and the applicable rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company, except where otherwise stated.
Forward looking statements
This announcement contains certain "forward-looking statements" with respect to the financial condition, results of operations and business of the Company, and certain plans and objectives of the members of the Company. In some cases, these forward-looking statements can be identified by the fact that they do not relate to historical or current facts and by the use of forward-looking terminology, including the terms "anticipates", "believes", "estimates", "expects", "intends", "plans", "prepares", "goal", "target", "will", "may", "should", "could" or "would" or, in each case, their negative or other variations or comparable terminology. These statements are based on assumptions and assessments made by the Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Investors should specifically consider the factors identified in this announcement that could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. They are also based on numerous assumptions regarding the Company's, present and future business strategies and the environment in which it is believed that the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the Listing Rules, the Disclosure and Transparency Rules, the London Stock Exchange or applicable law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.