ARGV Argentvive

    RNS Number : 4851Y
  Argentvive PLC
  07 July 2008
   


    ArgentVive plc
    ("ArgentVive" or "the Group")

    Proposed disposal of Revauc Limited

    ArgentVive, the Aim-quoted e-commerce group announces the sale of the entire issued share capital of Revauc Limited, a wholly owned
subsidiary of ArgentVive, to Solobee Limited, a company wholly owned and controlled by Charles Denton, the Group's Deputy Chairman, for a
total cash consideration of �500,000.

    Under the terms of the Acquisition Agreement ArgentVive will also retain an interest in Revauc through a 24% shareholding in Solobee, a
company owned and controlled by Charles Denton which will acquire Revauc.

    A General Meeting has been called to seek authority from the Shareholders to approve the Sale, which is conditional upon such approval
being obtained.

    Background to the transaction

    On 25 June 2008 the Company announced that the Board had completed a strategic operational review of the Group and had considered the
opportunities for each of its various businesses. Following this review the Board decided to focus on its core businesses, in particular
Solcara, and to seek to dispose of its non-core assets and activities. The Company also stated that it had agreed terms for the sale of
certain assets relating to the Reverse Auction Project to Charles Denton, ArgentVive Deputy Chairman and 41.50 per cent. shareholder of the
Group. 

    The Reverse Auction Project is an internet auction website and platform project being developed by Revauc. This project is derived from
the former AuctionAssist Limited, now known as retailOn Limited, a company that was acquired by ArgentVive in August 2007. 

    The Reverse Auction Project is still at a very early stage of development. There is currently no visibility of any revenue streams and
the project will require significant additional capital to continue with development to prepare the platform for possible launch.

    The Board have decided that the Reverse Auction Project is not core to the business and that it cannot justify the levels of expenditure
that the project demands.

    This transaction is represented by the sale of the entire issued share capital of Revauc, a wholly owned subsidiary of ArgentVive, to
Solobee, a company owned and controlled by Charles Denton, for a total cash consideration of �500,000 and the allotment to the Company of
the Consideration Shares. 

    The Company will utilise the monies to be received from the Sale to repay a short term loan of �100,000 made by Mr Denton to the Company
on 26 June 2008. The remainder of sale proceeds, coupled with bank and other lending, will be used to underpin the future funding of ongoing
activities.


    Information on Revauc 

    Revauc was incorporated in November 2007. In the period from date of incorporation to 31 March 2008, losses before tax were �52,164. In
the period from 1 April to 30 June 2008, losses before tax were �177,832. As at 30 June 2008 Revauc had net liabilities of �229,995.        
               

    Revauc currently does not have any employees in its own right and the few employees that are involved with the Reverse Auction Project
have been employed by the Company. Discussions are currently underway with the relevant staff as to their employment going forward.

    Terms of the Sale

    Under the terms of the Acquisition Agreement, Solobee will acquire the entire issued share capital of Revauc for a total cash
consideration of �500,000. ArgentVive will also receive 24 ordinary shares of �1 each credited as fully paid in Solobee, representing 24 per
cent. of Solobee's issued share capital. The total cash consideration will be satisfied by the payment of �179,828 in cash and the repayment
on completion of an intra-group loan of �320,172 previously made by the Company to Revauc.

    Under the Acquisition Agreement the Company will give standard warranties to Solobee in respect of Revauc and the Sale Shares and
Solobee will provide similar warranties to the Company in respect of itself.

    No claim for breach of warranty can be made under the Acquisition Agreement after 12 months from the date of Completion and unless the
amount of that claim exceeds �1,000 and unless the amount of that claim together with all other single claims exceeds �20,000. The maximum
aggregate liability of the Company in respect of all claims is limited to the price being paid for the Sale Shares and the par value of the
Consideration Shares.

    Charles Denton is a Director and substantial Shareholder of the Company and he is therefore deemed a related party pursuant to the AIM
Rules, in respect of the Sale.  In addition, the Sale is a substantial property transaction pursuant to Section 190 of the Companies Act
2006 and Shareholders are required to consider and approve the Sale in a General Meeting. The Sale is therefore conditional, inter alia,
upon the passing of the Resolution by Shareholders at the forthcoming General Meeting.  

    Charles Denton is a director and, currently, the sole shareholder of Solobee. Mr Denton has provided an undertaking to the Company that
in the event of any sale of any of his shares held in Solobee he shall procure that the Company can also sell an equivalent proportion of
its shares on the same terms. The articles of association of Solobee contain appropriate pre-emption and similar rights. The undertaking
also requires that there always be equal dilution of the shares in Solobee held by Mr Denton and held by the Company in the event of any
further issuance of shares. There is, however, no restriction as to the level of dilution to which the Company and Mr Denton may be subject.
Mr Denton has also undertaken to the Company not to enter into discussions or to deal in the shares held by him in Solobee or to otherwise
act in a manner which is prejudicial to these rights.

    Proposed Licence and Service Agreement

    Revauc is in discussions with Retail8 Limited, a wholly owned subsidiary of the Company, to provide Revauc with access to its inventory
through the samedaybooks website, platform and domains and to assist with the fulfilment of orders. No definitive agreement has been reached
at this time.

    General Meeting

    The General Meeting of the Company to be held at Charles Stanley Securities, 25 Luke Street, London, EC2A 4AR at 9.30 a.m. on 23 July
2008, to consider the Resolution.


    Irrevocable undertakings

    Charles Denton, David Mahony and Ray Jackson have irrevocably undertaken to vote in favour of the Resolution at the General Meeting in
respect of their holdings of 19,116,214 Ordinary Shares, representing in aggregate approximately 46.4 per cent. of the issued share capital
of the Company. 


    Recommendation

    Solobee, being a company that is wholly owned by Charles Denton, is a related party for the purposes of the AIM Rules and, therefore
under the AIM Rules, the Sale is considered a related party transaction.

    The Directors, with the exception of Charles Denton, consider, having consulted with Charles Stanley Securities, the Company's nominated
adviser, that the terms of the Sale are fair and reasonable insofar as the Shareholders are concerned and recommend that Shareholders vote
in favour of the Resolution to be considered at the General Meeting, as they intend to do in respect of their own beneficial holdings of
Ordinary Shares, in aggregate, to 2,022,420 Ordinary Shares representing approximately 4.91 per cent of the existing issued share capital of
the Company.

    Enquiries:    7 July 2008

 ArgentVive plc                        Tel: 01932 569912
 Ray Jackson
 Kevin Fleming

 Charles Stanley Securities           Tel: 020 7149 6000
 Nominated Adviser 
 Russell Cook / Carl Holmes 

 College Hill                         Tel: 020 7457 2020
 Kate Rock

    DEFINITIONS


    In this announcement unless the context otherwise requires, the following expressions bear the following meanings:

    "Acquisition Agreement"                 the agreement under which Solobee will acquire the entire issued share capital of 
                                                    Revauc from the Company; 

    "AIM"                                            the AIM market of the London Stock Exchange plc;
    
"AIM Rules"                                   the AIM Rules for Companies;
    
"ArgentVive" or the "Company"       ArgentVive Plc;

    "Completion"                                 completion of the Sale pursuant to the Acquisition Agreement;
    
"Consideration Shares"                  24 ordinary shares of �1 each in the capital of Solobee credited as fully paid, being 24 
                                                   per cent. of the issued share capital of Solobee;
    
"Directors" or "Board"                    the directors of the Company, whose names are set out on page 4 of this document;
    
"Form of Proxy"                            the form of proxy for use at the General Meeting;
    
"General Meeting"                         the general meeting of the Company to be held at Charles Stanley Securities, 
                                                   25 Luke Street, London, EC2A 4AR at 9.30 a.m. on 23 July 2008;

    
"Group"                                        ArgentVive and its subsidiary companies;
    
"Ordinary Shares"                         ordinary shares of 10 pence each in the capital of the Company;
    
"Resolution"                                 the resolution set out in the notice of General Meeting at the end of this document;
    
"Revauc"                                     Revauc Limited, a company incorporated in England and Wales with company number
                                                  6441030, being a wholly owned subsidiary of ArgentVive;
    
\"Reverse Auction Project"             the development of an online reverse auction e-commerce platform;
    
"Sale"                                         the disposal of Revauc to Solobee pursuant to the Acquisition Agreement;
    
"Sale Shares"                             1 ordinary share of �1 in the capital of Revauc being the entire issued share capital of 
                                                 Revauc;
    
"Shareholders"                           the holders of the ordinary shares of 10 pence each in the capital of the Company;
    
"Solobee"                                  Solobee Limited, a company owned by Charles Denton incorporated 
                                                in England and Wales with company number 6060529.




This information is provided by RNS
The company news service from the London Stock Exchange
 
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