ADVFN PLC Amended sale terms - Equity Holdings Limited (3254H)
March 09 2018 - 11:59AM
UK Regulatory
TIDMAFN
RNS Number : 3254H
ADVFN PLC
09 March 2018
For immediate release
9 March 2018
ADVFN PLC
("ADVFN" or the "Company")
Equity Holdings Limited
Amended sale terms
The Board of ADVFN announces that it has agreed amended terms on
the arrangements relating to the sale of Equity Holdings Limited
("EHL"). As at 30 June 2017, the carrying value in ADVFN's audited
accounts of the outstanding consideration to be received in respect
of EHL, which had been fully provided for, amounted to GBPnil.
Background
The sale by ADVFN of its entire interest in EHL was first agreed
and announced in July 2012. EHL is the holding company of Equity
Development Limited ("EDL") which produces research material for
distribution in the UK used by brokers, fund managers and
investors. As set out in in ADVFN's report and accounts for the
year ended 30 June 2017 ("Accounts"), payments due from the
shareholders of EHL and its subsidiary EDL as consideration for the
purchase of the companies had not been received. Amounts
outstanding as at 30 June 2017 comprised GBP200,000 in cash and the
repayment of an outstanding loan note of GBP1,000,000 ("Loan Note")
was due on 31 July 2017 (the "Consideration Debt"). Neither the
loan note nor the cash instalments had been received and therefore,
ADVFN Plc stated that it had the right to acquire 99.5% of the
shares of EHL. The Directors further stated in the Accounts that
they had decided not to enforce this right as the business of EHL
remained outside of the longer term strategy of the ADVFN Group and
that as a result, the Directors had commenced proceedings to alter
the arrangements so as to potentially give ADVFN a right to equity
in EHL should it grow in market value.
Amended EHL sale terms
The Board reports that on 8 March 2018 ADVFN agreed with EHL,
EDL and Bashco Limited amended terms on the arrangements relating
to the sale of EHL. ADVFN has agreed to waive, cancel and forgive
the payment of the Consideration Debt in consideration for the
issue to ADVFN of shares representing 30% in the share capital of
EHL and GBP50,000 to be settled in cash (the "Transaction").
Related party matters
Brian Basham, a director of ADVFN, is also a director of EHL and
EDL and is interested in 100% of the issued share capital of Bashco
Limited, which is the ultimate parent company of EHL. The
Transaction is therefore classified as a related party transaction
for the purposes of the AIM Rules. The independent directors of
ADVFN (excluding Brian Basham) consider, having consulted with the
Company's nominated adviser, that the terms of the transaction are
fair and reasonable in so far as its shareholders are
concerned.
Further AIM disclosures
As at 30 June 2017, the last date to which EHL published
consolidated audited accounts, EHL's turnover and profit before tax
amounted to GBP657,602 and GBP49,316 respectively. EHL's total
assets as at 30 June 2017 amounted to GBP1,685,496 (of which
GBP1,000,000 represented an amount owed by a subsidiary undertaking
in respect of the Loan Note).
The cash to be received by ADVFN on completion will be used for
general working capital purposes. ADVFN intends to retain the EHL
Shares for the time being.
More information on ADVFN can be found at: www.ADVFN.com
For further information please contact:
ADVFN PLC +44 (0) 207
Clem Chambers, CEO 070 0909
Beaumont Cornish Limited (Nominated
Adviser)
www.beaumontcornish.com
+44 (0) 207
Michael Cornish/Felicity Geidt 628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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