13 November 2008
Totally plc
("Totally" or "the Company")
Sale of interest in joint venture company
The Company announces that it has entered into a share purchase agreement ("the
Agreement") to sell its 50 per cent interest ("TJT shares") in its company
Totally Jewish Travel, Inc. ("TJT"), to SBR Consultancy Limited for an initial
nominal consideration.
Principal terms of the Agreement
Under the terms of the Agreement, the Company has agreed to sell the TJT Shares
to SBR Consultancy Limited for an initial nominal consideration. Further
consideration will be payable to the Company in the event that:
* more than 75 per cent. of the share capital of TJT is sold by SBR
Consultancy Limited;
* any of the shares the subject of this transaction are sold by SBR
Consultancy Limited;
* the TJT business is sold as a going concern; or
* any asset of TJT is sold which comprises more than 40 per cent. of TJT's
total asset value
(each or any being a "Disposal");
In the event of a Disposal on or before 31 October 2010, the further
consideration will comprise 66 per cent. of the total consideration received in
respect of the Disposal.
In the event of a Disposal on or after 1 November 2010 but before 31 October
2013 the further consideration will comprise 50 per cent. of the total
consideration received in respect of the Disposal.
All payments to be made by SBR Consultancy Limited to the Company following a
Disposal are guaranteed by such company's principal shareholder, Raphael Bloom.
The Company has given certain limited warranties in the Agreement to TJT.
The Company has also entered into a six month agreement with TJT to licence
certain software relevant to the TJT business on a non-exclusive basis for a
monthly fee of £450. After six months the licence becomes terminable by the
Company on three months' notice or by TJT on one month's notice. Under the
terms of the agreement, Totally will receive further payments of up to $57,500
over the next 24 months comprising amounts received upon the repayment of
certain debts and outstanding fees.
Reasons for the proposed transaction
The Company set up Totally Jewish Travel, Inc. as a joint venture in July 2005.
TJT is a travel portal providing information on accommodation and destinations
around the world to Jewish travellers.
As stated in the Company's final results for the year ended 31 December 2007,
Dan Assor, the Chief Executive Officer of the Company has conducted a review of
the Group's operations which resulted in the introduction of a long term
strategic plan at the beginning of the current financial year designed to
deliver shareholder value and increase profitability.
As a result of the strategic review, the Company has chosen to focus primarily
on its digital marketing businesses. TJT does not operate in this sector thus
is considered to be non core. In addition, the directors of Totally ("the
Directors") believe that TJT's contribution to the Group's financial
performance has been insignificant in the past two years.
In the year ended 31 December 2007, TJT incurred an audited loss before
taxation of US$18,395 (2006 audited: loss US$68,000) on turnover of US$238,075
(2006 audited: US$241,000). At that date, TJT had audited net liabilities of
US$133,254 (2006 audited: US$114,000).
For further information:
Totally Plc www.totallyplc.com T: 020 7692 6929
Daniel Assor
CEO
John East & Partners Limited T: 020 7628 2200
Simon Clements
Virginia Bull
HB Corporate T: 020 7510 8654
Luke Cairns
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