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Alpha Returns Group plc (ARGP)

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Monday 02 November, 2015

Alpha Returns Group plc

Conditionla Disposal

Conditionla Disposal

Alpha Returns Group plc
(the "Company" or "Alpha Returns")

 2 November 2015

Conditional disposal of Riche Bright Securities Limited ("RB Securities")

Alpha Returns, the AIM traded investing company focussing on investments in high-growth Asian economies, is pleased to announce the conditional sale by its 70 per cent. owned joint-venture investment vehicle Riche Bright Group Limited ("Riche Bright") of  RB Securities, a member firm of the Stock Exchange of Hong Kong Limited (formerly M Y Securities Limited) under an agreement dated 30 October 2015. Consideration, payable in cash, comprises HK$11 million (£0.92 million) plus net assets at 31 October 2015. As at 30 September 2015, unaudited net assets of RB Securities amounted to approximately HK$22.9 million (£1.92 million).

The disposal is subject to a nine business day due diligence period by the purchaser and is further subject to conditions precedent that the purchaser, Hong Kong incorporated Hzone Holdings Limited, (or its nominee) obtains approval from the Hong Kong Securities and Futures Commission ("HKSFC") to become a substantial shareholder of RB Securities and no breach of warranty prior to Completion.  Consideration of HK$4 million has been paid, HK$24 million is due within 7 business days of the HKSFC approval with any balance being paid on Completion. Consideration, which is capped at HK$36 million, is subject to downwards adjustment to the extent that the operating expenses of RB Securities exceed HK$400,000 per calendar month from 1 November 2015 until Completion. A long stop date of 30 April 2016 has been agreed for satisfaction of the conditions precedent. Should the disposal not complete, monies received are liable to be returned without interest, save where a) HKSFC approval is not obtained for reasons not attributable to Riche Bright in which event the HK$4 million is retained by Riche Bright or b) Riche Bright fails to complete for reasons attributable to itself in which event an additional payment of HK$4m is due from Riche Bright to the purchaser in addition to the return of the HK$4 million received to date.

During its year ended 31 March 2015, RB Securities made pretax profits of HK$5.356m (2014: losses HK$ 0.554m) on commission fee income of HK$12.450m (2014: HK$1.995m) and a profit after tax of HK$4.916m (2014: losses HK$ 0.554m). Commission fee income included HK$8.597m (2014: Nil) with the Company's substantial shareholder Sze Thye Group Limited ("Sze Thye"). In the six months ended 30 September 2015, RB Securities made unaudited pretax losses of HK$0.63m and there has been no commission fee income from Sze Thye since 31 March 2015.

On completion of the disposal, it is intended that the net assets of Riche Bright, which will predominantly consist of cash proceeds from the RB Securities disposal be returned to its members, including 70 per cent to Alpha Returns to be applied in accordance with the Company's investing policy. The Company continues to hold its 52.5% interest in Singapore based IT service solutions provider Telistar Solutions Pte Ltd, a conditional 30% investment in Oriental Ventures Limited/Shenzhen MaxLife Catering Management Co., Ltd., a PRC coffee chain business which remains subject to a number of preconditions, and a conditional 50% investment in Jesoft International Limited/Jesoft Computer Technology Co. Ltd., a PRC corporate IT solutions provider.

For further information:

Alpha Returns Group plc  Christopher Neo
Executive Director
020 3286 6388
ZAI Corporate Finance Ltd (NOMAD) Peter Trevelyan-Clark / Ivy Wang 020 7060 2220
Peterhouse Corporate Finance (Broker)  Duncan Vasey / Lucy Williams  020 7220 9797

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Alpha Returns Group plc via Globenewswire


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