Trio Holdings PLC
27 September 2000
TRIO HOLDINGS PLC ('TRIO' OR THE 'COMPANY')
Proposed disposal of Trio's shareholding in City Networks Limited for £2.646
million
Martin Brokers Group Limited ('MBG'), a subsidiary of the Company, has entered
into a contingent purchase contract with City Networks Limited ('City
Networks') to dispose of its 11.57 per cent. shareholding in City Networks for
the total sum of £2.646 million in cash, conditional, inter alia, on the
approval of Trio's shareholders (the 'Shareholders'). The shareholding in
City Networks has consistently been included as an unlisted investment in the
annual financial statements at its original cost of £30,000, and therefore the
proposed disposal will realise a profit for Trio of approximately £2.526
million after costs.
Owing to the size of the proposed disposal the Company is required under the
listing rules to obtain the approval of Shareholders at an extraordinary
general meeting. A circular containing further details of the proposed
disposal together with the notice convening an extraordinary general meeting
for 10.30 a.m. on 16 October 2000 will be sent to shareholders on 28 September
2000.
Background to and reasons for the proposed disposal
Over the last two years, Trio's management has maintained an active dialogue
with City Networks to encourage its senior personnel to consider options for
some change of City Networks' ownership and financing structure. Throughout
this period, City Networks explored certain trade sale, private equity and
other restructuring possibilities, but on each occasion agreement between the
relevant parties could not be reached.
In view of the considerable premium to the book value of Trio's investment, it
was felt appropriate to advise Shareholders of the then most recent approach
in the interim statement dated 11 May 2000 for the six months to 31 March
2000. It was highlighted therein that the view of your Directors was that the
value of Trio's shareholding in City Networks was considerably in excess of
the book value of £30,000.
Subsequently, on 3 August 2000 the terms of the proposed disposal were
received which set out an indicative offer equivalent to £10 per share for
Trio's holding, giving a cash consideration of £2.646 million. City Networks
has also agreed, subject to conditions, to bear some of the professional costs
of Trio in respect of the transaction up to a maximum of £15,000 (exclusive of
value added tax).
The Board has now considered this situation carefully, recognising it has
limited ability to further influence the terms of the proposed disposal and
the very significant premium to Trio's investment. Accordingly it is the
Board's unanimous view that Trio should accept the terms of the proposed
disposal.
Details of the Agreement
City Networks has made an offer to pay Trio £10 per City Networks ordinary
share, by a combination of the payment to Trio of a special dividend and
repurchase of Trio's entire interest in the issued ordinary share capital of
City Networks. The terms of the proposed disposal value Trio's shareholding
in City Networks at £2.646 million.
Financial effects of the proposed disposal
The proceeds of the proposed disposal will strengthen the financial position
of Trio and will be placed on deposit pending a decision by the Board as to
their optimal use. The main issue will be whether Trio accelerates its
investments into appropriate new media projects, sustains continued expansion
in its core businesses, returns some funds to Shareholders, or a combination
of these possibilities. These decisions will be made in the coming months in
the light of circumstances then prevailing.
The Company is currently reviewing some of the many new media opportunities of
which the Company is aware. Two of these opportunities are the projects
already in development by our subsidiary Trio Internet Systems Limited
referred to in the interim report dated 11 May 2000, namely the 'BrokerLink'
project with Reuters, and an internet-based fully transactional Treasury
dealing system www.uk-locals.com targeting the 'vertical market' of Local
Authorities.
The proposed disposal will realise a profit of £2.526 million after costs for
Trio for the year ended 30 September 2000 and reduce investments in the
balance sheet by £30,000. The directors believe that this capital profit will
be offset by capital losses from elsewhere in the Company, and accordingly do
not intend to provide for any taxation directly arising as a result of the
proposed disposal.
Current trading and prospects
The unaudited results of the group for the six months to 31 March 2000 were
announced on 11 May 2000. Following the proposed disposal, the group's
prospects for the current financial year ending 30 September 2000 will remain
satisfactory. In particular, it will continue to be able to pursue perceived
opportunities in its core operations and in the area of new media.
Extraordinary general meeting
A circular containing further details of the proposed disposal and the notice
convening an extraordinary general meeting for 10.30a.m. on 16 October 2000
will be sent to Shareholders on 28 September 2000.
Enquiries:
David Hagan, Trio Holdings PLC, 020 7489 8033
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