Disposal
Superframe Group PLC
30 November 2000
SUPERFRAME GROUP PLC
PROPOSED SALE OF OPERATING SUBSIDIARY
Superframe Group PLC (the 'Company') announces that, on 29 November 2000, it
entered into a conditional agreement with Andy Gilbert ('Mr Gilbert'),
Managing Director of the Company and Overstrand Services Limited, a company
controlled by Mr Gilbert, for the sale of the entire issued share capital of
Superframe Limited, the principal operating subsidiary of the Company, to
Overstrand Services Limited (the 'Sale').
The principal activity of Superframe Limited is the design and manufacture of
retail display equipment. The accounts of Superframe Limited for the year
ended 31 December 1999, the date to which the latest audited accounts of the
Company were drawn up, showed a profit on ordinary activities before taxation
of £67,712 (£388,330: 1998) and a profit on ordinary activities after taxation
of £53,759 (£269,927: 1998). The balance sheet of Superframe Limited at 31
December 1999 showed net assets of £502,138 (£527,835: 1998).
The consideration for the Sale comprises £600,000 payable in cash on
completion in respect of the issued share capital. Furthermore the agreement
provides that the indebtedness of £600,000 owed by Superframe Limited to the
Company, which is payable on demand, will be repaid on completion. The total
proceeds of £1,200,000, less expenses, will initially be placed on deposit.
Upon completion of the Sale, Andy Gilbert and Shelley Gilbert will resign as
directors of the Company. In addition, on 29 November 2000, Mr Gilbert
entered into an agreement with Galante International Limited, conditional upon
completion of the Sale, to sell all his 2,375,901 shares in the Company,
representing 29.9 per cent of the issued share capital of the Company for
£600,000, equivalent to 25.25p per share.
Following completion of the Sale, the Company will become a 'cash shell' and
the Board will be seeking suitable acquisition opportunities for the Company.
The sale and purchase agreement is conditional upon, inter alia, the approval
of the shareholders of the Company in General Meeting. Accordingly, a
circular containing further details of the Sale and a notice convening an
Extraordinary General Meeting will be dispatched as soon as practicable.