CSS Stellar PLC
18 September 2002
18 September 2002
CSS Stellar plc ('CSS Stellar' or the 'Group')
Acquisition of JR Financial Services Limited (to be renamed Stellar Financial
Services).
The Board of CSS Stellar is today pleased to announce the acquisition of the
whole of the issued share capital of JR Financial Services Limited, a company
which was incorporated in April 2002 and is to be renamed Stellar Financial
Services. Stellar Financial Services ('SFS') will operate from Drury House,
Covent Garden, sharing premises with CSS Stellar.
SFS is being set up to provide specialist financial services to high net worth
individuals. The company will complement and be a natural extension to the
business of PFMA, the regulated financial services business and acquired by the
Group just over a year ago.
Initial consideration for the acquisition comprised the payment of £10,000 cash
to the shareholders of JR Financial Services and the provision of financing
facilities of up to £975,000. Further consideration may become payable following
agreement of the accounts for the financial year ending December 31, 2004,
subject to SFS meeting pre-tax profit targets over the next twenty-seven months,
comprising the final quarter of 2002, and the 2003 and 2004 financial years
('target periods').
The maximum consideration which may become payable will be in shares and is
subject to a maximum issue of 7,600,000 Ordinary Shares of 50p each in CSS
Stellar ('Ordinary Shares'). The price at which any such shares are allotted
will be calculated using the average of the middle market closing prices of an
Ordinary Share in the Company on the Alternative Investment Market ('AIM'), as
derived from the Daily Official List over the thirty dealing days prior to
allotment. This is subject (1) to a 'cap' and 'collar' price of 300p and 250p
respectively and (2) to a maximum value of £19,000,000.
Target pre-tax profits are as follows: £250,000 for the final quarter of 2002,
£2,750,000 for the 2003 financial year and £3,750,000 for the 2004 financial
year ('target profits'). Provided pre-tax profit in each of the target periods
is equal to or greater than the target profits, deferred consideration equal to
the aggregate pre-tax profit divided by 2.5 and multiplied by 6 will be paid,
subject to the overall maximum consideration.
John Webber, Chairman of CSS Stellar said : 'We are excited by the acquisition
of JR Financial Services and the complementary skills it will add to our
businesses.'
Enquiries:
CSS Stellar plc 020 7078 1400
Julian Jakobi, Chief Executive
Sean Kelly, Finance Director and Deputy Chief Executive
Weber Shandwick Square Mile 020 7950 2800
Ben Padovan or Sally Lewis
This information is provided by RNS
The company news service from the London Stock Exchange
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