Disposal of Division
April 30 2010 - 6:11AM
UK Regulatory
TIDMTWE
RNS Number : 1314L
Twenty PLC
30 April 2010
TWENTY PLC
(AIM: TWE)
("Twenty" or "the Company")
Disposal of Division
Introduction
The Board of Twenty, an investment vehicle focusing on the marketing services
sector, announces that it has entered into a conditional agreement for the sale
of the entire issued share capital of DFPP (DF Property Portfolio Limited, the
holding company of Dataforce Interact Limited ("Interact")) to HOV Global
Services Holdings Limited for an initial consideration of GBP7,239,610 ("Initial
Consideration") plus deferred consideration of GBP2,953,500 to be paid over two
years ("Deferred Consideration").
The Initial Consideration is subject to adjustment depending on the value of the
net current assets and net cash position of the Interact Group at completion of
the disposal ("Completion") and the net debt position between Twenty and its
remaining operating subsidiaries (together, the "Remaining Group") and the
Interact Group at Completion. Interact has an invoice financing line with
Lloyds TSB Commercial Finance Limited which will be satisfied at Completion.
The Initial Consideration to be paid at Completion will be reduced by the amount
required to settle this facility.
The proceeds of the disposal will be used to fully repay all bank debt of the
Remaining Group following the disposal and to provide working capital and
acquisition funds to accelerate Twenty's strategy of becoming a market leader in
the development and deployment of digital integrated marketing platforms in the
UK.
Background to the Disposal
Pursuant to a group reorganisation ("Group Reorganisation") in August 2009, DFPP
transferred its database management and analytical services business to
Dataforce Online Limited (a wholly-owned subsidiary of Twenty), its group
management function to Dataforce Central Services Limited (a wholly-owned
subsidiary of Twenty) and its customer interaction and outsourcing business to
Interact (a wholly-owned subsidiary of DFPP).
The purpose of the Group Reorganisation was to create a clear distinction
between the digital marketing side of the business, which now takes place
through the Remaining Group, and the customer interaction and outsourcing part
of the business which now takes place through Interact.
The Company has decided that it does not have sufficient resources to be able to
pursue a dual strategy of developing the Interact customer interaction and
outsourcing service lines, in addition to driving forward with the speed
required to capitalise on the opportunity within the data and digital marketing
arena operated through the Remaining Group.
The Group Reorganisation took place on 26 August 2009 which means that the
results of Interact and the Remaining Group are not reported separately in the
interim results of Twenty for the six months ended 30 June 2009 (announced on 30
September 2009). However, the Directors estimate that the unaudited profit
before tax of the business now operated by Interact for the six months ended 30
June 2009 was approximately GBP877,000 and that the business operated by the
Remaining Group for the six months ended 30 June 2009 made an operating loss of
approximately GBP638,000.
Current trading and prospects
Since the Group Reorganisation, the Remaining Group has focussed on the data and
digital marketing space. The Company believes that this space is continuing to
grow and the Remaining Group is well placed to take advantage of this demand.
Following the disposal, the Company intends to continue to focus on further
developing its digital integrated marketing capabilities around the specific
product areas of e-commerce, consumer data, data analytics, database development
and hosting, social media, e-mail, SMS and deployed multi channel marketing
platforms through the Remaining Group.
The Directors believe that the recent acquisition of Moveme (announced on 1
February 2010) has given the Company an ability to access consumer data and
combine that data with the activities of the Remaining Group to deliver
integrated solutions to existing and potential clients.
The Company has also relocated the e-commerce business carried on by Ominor
Limited from London to the Remaining Group's headquarters in Milton Keynes and
invested in developing a new marketing platform to combine the online business
with the database marketing platforms to create a new product suite to take
advantage of the growth in fully channel integrated marketing solutions. In
addition to the integration of the digital and data businesses the Company has
reduced its operating overheads. The Company has also signed in April 2010 a
data channel partnership agreement with the Royal Mail to exploit the value of
the Royal Mail's data assets in partnership with the Moveme business.
The Remaining Group is trading broadly in line with the Directors expectations
and the Directors believe that following the disposal, the Remaining Group will
be well placed to make an impact in the digital marketing space.
General Meeting
The disposal is deemed to be a disposal resulting in a fundamental change of the
Company's business for the purpose of AIM Rule 15 and is therefore conditional,
inter alia, on the approval of the Company's shareholders which will be sought
at a General Meeting to be held at 10:00 a.m. on 18 May 2010 at 9-13 St Andrew
Street, London EC4A 3AF. A circular and notice of General Meeting will be
posted to shareholders in relation to the disposal.
Enquiries:
Twenty Plc
Tel: 01908 829300
Ian Lancaster, Chief Executive
Daniel Stewart & Company plc
Tel: 020 7776 6550
Emma Earl/Tessa Smith
This information is provided by RNS
The company news service from the London Stock Exchange
END
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