Amended sale terms - Equity Holdings Limited

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 £nil.

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 £200,000 in cash and the repayment of an outstanding loan note of £1,000,000 ("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 £50,000 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 £657,602 and £49,316 respectively. EHL's total assets as at 30 June 2017 amounted to £1,685,496 (of which £1,000,000 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 Clem Chambers, CEO	[phone]
Beaumont Cornish Limited (Nominated Adviser) www.beaumontcornish.com
Michael Cornish/Felicity Geidt	[phone]

 

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