Sale of Group Businesses
Berkeley Berry Birch PLC
06 March 2006
Sale of group businesses
Further to the announcement made on 28 February 2006, Berkeley Berry Birch plc
('BBB') announces that it has completed the sale of the businesses of Berkeley
Independent Advisers Limited ('BIA') and Berry Birch & Noble Financial Planning
Limited ('BBN FP') to Tenet Group Limited ('Tenet'). The United Kingdom Listing
Authority has granted a waiver under Listing Rule 10.8 in respect of the
requirement to issue a circular and obtain shareholder approval for this
disposal.
The total maximum consideration for the disposal is £2,350,000, comprising
£1,150,000 in respect of BIA and £1,200,000 in respect of BBN FP. The initial
consideration, payable on completion, is £900,000, of which £700,000 is in
respect of BIA and £200,000 is in respect of BBN FP. Deferred consideration of
up to a maximum of £1,450,000 is payable, of which £450,000 is in respect of BIA
and £1,000,000 is in respect of BBN FP. The deferred consideration is payable in
two stages, with up to £200,000 payable after six months in respect of BIA,
contingent upon the number of BIA advisers retained by Tenet, and up to
£1,250,000 payable after a year, of which £250,000 is payable in respect of BIA
and £1,000,000 is in respect of BBN FP, contingent upon the turnover in respect
of the businesses in the year following completion. In addition, Tenet has
assumed estimated net liabilities of £700,000 in respect of BIA and estimated
liabilities of £700,000 in respect of BBN FP.
All of the staff working for these businesses have transferred to Tenet,
including those staff working for Berkeley Berry Birch Group Support Services
Limited ('GSS'), who provide administrative support services to the businesses.
BIA
BIA is a service supplier and network for Independent Financial Advisers
('IFAs'). Approximately 300 IFAs, previously Appointed Representatives of BIA,
are now Appointed Representatives of Tenet's Interdependence network, including
5 IFAs employed by MacRobins plc ('MacRobins'), a BBB subsidiary which is being
retained by BBB. BIA also provided support services to approximately 60 firms
who are directly authorised and who will now receive these services from Tenet
Support Services Limited.
On 14 February 2006, a fellow BBB subsidiary, Berry Birch & Noble Financial
Planning (Weston) Limited ('Weston'), which was previously directly authorised,
became an Appointed Representative of BIA as part of the BBB Group's overall
refinancing plans. Weston will not become an Appointed Representative of
Interdependence following completion of the transaction. The position regarding
Weston is discussed below under the heading 'Businesses excluded from the sale
to Tenet'.
For the year ended 31 March 2005, BIA reported turnover of £39,970,000 and a
loss before tax of £370,000. The gross assets being sold are approximately
£4,000,000.
As explained in the announcement on 28 February 2006, BIA is subject to a
Decision Notice issued by the Financial Services Authority ('FSA') on 29 July
2005 as a result of a regulatory capital deficit. Following the sale of its
business, the FSA has cancelled the permission granted to BIA pursuant to Part
IV of the Financial Services and Markets Act 2000.
Following the sale of its business, BIA has changed its name to BBB Network
Limited.
BBN FP
BBN FP was previously a national IFA supplying financial planning advice to
individual clients via its employed IFAs. BBN FP ceased undertaking regulated
activities on 19 December 2005 and certain of it IFAs transferred to Weston as
self-employed advisers or to MacRobins as employed advisers. Although BBN FP has
ceased trading, it has continued to receive renewal commissions. The right to
receive these renewal commissions going forward has been sold to Tenet.
For the year ended 31 March 2005, BBN FP reported turnover of £8,036,000 and a
loss before tax of £2,456,000. Renewal commissions included in the turnover
amounted to approximately £1,698,000. Costs associated with the collection of
the renewal commissions are minimal. No assets are being sold as part of the
disposal of the BBN FP business.
BBN FP is also subject to a Decision Notice issued by the Financial Services
Authority ('FSA') on 29 July 2005 as a result of a regulatory capital deficit.
Following the sale of its business, the FSA has cancelled the permission granted
to BBN FP pursuant to Part IV of the Financial Services and Markets Act 2000.
GSS
GSS provides support services exclusively to the BBB group. These services
include compliance, commission processing and training as well as operational,
HR, finance and IT support.
For the year ended 31 March 2005, GSS reported turnover of £4,633,000, all from
fellow BBB Group companies, and received contributions amounting to £1,137,000
from various financial services companies as part of the BBB Group Strategic
Partner Programme. Profit before tax for the year ended 31 March 2005 was
£327,000.
The business sold to Tenet contributed approximately £2.5 million to GSS's
turnover. The balance was largely earned from Weston, discontinued activities of
BBN FP and Direct Protect Limited, which have both ceased trading, and Berry
Birch & Noble Insurance Brokers Limited, which sold its business and related
assets and liabilities on 28 February 2006.
Following the sale of the BIA and BBN FP businesses, GSS has changed its name to
BBB Support Services Limited.
Businesses excluded from the sale to Tenet
As indicated above, despite having entered into exclusive negotiations for the
sale of the businesses of Weston, MacRobins and Berry Birch & Noble Estate
Planning Limited ('BBN EP'), BBB has been unable to reach agreement with Tenet
for their sale.
Weston had previously been authorised in its own right by the FSA and was also
subject to a Decision Notice dated 29 July 2005 relating to a regulatory capital
deficit. The firm subsequently became an Appointed Representative of BIA, a step
taken in connection with the BBB Group's overall refinancing plans. Since BIA's
permission has been cancelled, Weston is no longer able to conduct business as
an Appointed Representative of BIA and its representatives have been instructed
to cease conducting business. The Board of Weston is seeking a buyer for the
business who can complete a purchase at short notice.
MacRobins and BBN EP remain solvent and will continue to trade while the Board
of BBB, in conjunction with the Boards of the companies concerned, seeks buyers
for these businesses.
Further announcements will be made on reaching any agreement for the sale of
these remaining businesses.
Working capital and application of proceeds
The working capital position of the BBB Group and the application of the
proceeds from the above disposals were set out in the announcement made on 28
February 2006.
Future of the BBB Group
The Directors are now assessing the financial position of the BBB Group to
ascertain the situation for each individual company following the disposals and
further announcements will be made following the completion of this assessment.
Conclusion
The directors of BBB confirm that in respect of the disposal of the BIA and BBN
FP businesses:
(a) negotiation does not allow time for shareholder approval;
(b) all alternative methods of financing have been exhausted and the only option
remaining is to dispose of its remaining businesses; and
(c) by taking the decision to dispose of these businesses to raise cash, the
directors believe that they are acting in the best interests of the Company
and shareholders as a whole. If these disposals had not been completed
today, administrators would have been appointed tomorrow.
Arden Partners Limited, which is acting as the Company's sponsor, confirms that,
in its opinion and on the basis of information available to it, BBB is in severe
financial difficulty and it will not be in a position to meet its obligations as
they fall due without this disposal taking place today.
Enquiries:
Andrew Shortis
Group Managing Director
Berkeley Berry Birch plc
024 7623 2010
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