Disposal
CSS Stellar PLC
08 January 2008
CSS Stellar Plc 'CSS' or the 'Company'
Disposal of interest in US subsidiary
The Directors of CSS Stellar plc are pleased to announce that CSS has today
disposed of its interests in its 75% owned subsidiary, GEM Minneapolis, Inc. The
disposal is in the form of a transfer to Studio One, Inc., a company owned by
David Kuettel, who is the existing 25% minority shareholder in GEM Minneapolis,
Inc., of the net third-party assets, goodwill and trade marks of GEM
Minneapolis, Inc. David Kuettel, as a director of GEM Minneapolis, Inc., is
considered a related party of CSS for the purpose of the AIM Rules.
The value placed on the ongoing business is US$2,400,000. Consideration for the
CSS 75% stake is US$1,800,000 paid by US$1,100,000 in cash on completion, plus a
further US$700,000 by way of a promissory note payable in cash in three annual
instalments between January 2009 and January 2011.
As part of its strategy to focus on core businesses, the board of CSS decided
that the nature of the business of GEM Minneapolis, Inc., in addition to its
geographical location, means that it is no longer central to the Group's future
strategy. Owing to the recent loss of a material contract with a major customer
and the lack of certainty about the long-term sustainability of other major
contracts, the board considers this disposal to be in the best interests of the
shareholders.
Following the transfer of the net third party assets to Studio One, Inc., CSS
will liquidate GEM Minneapolis, Inc.
GEM Minneapolis, Inc. is a brand design and packaging business based in
Minneapolis, U.S.A. In 2006, it generated pre-tax profits of US$890,000, of
which 75% (US$667,000) represent the beneficial interest of CSS.
As a consequence of the transfer of the net third-party assets, CSS will write
down by way of impairment the carrying value of its investment in GEM
Minneapolis, Inc. by around £3.6 million in its 2007 accounts. This is a
non-cash accounting entry and has no impact on the Group's cash position.
The net proceeds will be used partly to reduce bank debt and for working
capital.
The Directors of CSS Stellar plc consider, having consulted with Landsbanki
Securities (UK) Limited, the Company's Nominated Adviser, that the terms of the
transaction are fair and reasonable insofar as the Company's shareholders are
concerned.
Enquiries
David Buchler,
Chairman
CSS Stellar Plc
Telephone: 020 7647 9903
John Craven,
Landsbanki Securities (UK) Ltd
Telephone: 020 7426 9000
This information is provided by RNS
The company news service from the London Stock Exchange