Volvere PLC Disposal of Sira Defence and Security Limited (0476A)
May 23 2019 - 11:37AM
UK Regulatory
TIDMVLE
RNS Number : 0476A
Volvere PLC
23 May 2019
23 May 2019
Volvere plc
("Volvere" or the "Company")
Disposal of Sira Defence and Security Limited
Volvere (AIM: VLE), the growth and turnaround investment
company, is pleased to announce the disposal today of Sira Defence
and Security Limited ("Sira"), its digital CCTV viewing software
business, to Nice Systems UK Limited ("NICE"), a subsidiary of Nice
Limited, a global enterprise software solutions provider, listed on
the Tel Aviv Stock Exchange (TLV: NICE) and NASDAQ (NASDAQ: NICE),
(the "Disposal").
The total consideration, which is payable in cash, is expected
to be approximately GBP3.0 million, subject to an adjustment based
on the level of working capital at the time of completion.
As is customary in such transactions, a proportion of the
consideration (GBP0.24 million) will be held in an escrow account
for 18 months post-completion.
Volvere owns 100% of the ordinary shares in Sira and is
disposing of its entire stake in the company. Volvere is expected
to retain approximately GBP2.55 million of the total consideration
after taking into account transaction costs, incentive payments and
bonuses payable to staff and management relating to the performance
of Volvere. Approximately GBP0.32 million of the bonuses referred
to above will be paid to the executive directors, and is considered
to be a related party transaction pursuant to Rule 13 of the AIM
Rules. David Buchler, the sole independent director and Chairman of
the Remuneration Committee, considers, having consulted with the
Company's nominated adviser, Cairn Financial Advisers LLP, that the
terms and amounts of the payments are fair and reasonable insofar
as the Company's shareholders are concerned.
Background to and reason for the Disposal
Sira has developed what we believe to be unique intellectual
property, albeit in a niche market area. The Board believes that
the acquisition by NICE will provide opportunities for Sira's
technology to be offered through NICE's international network and
therefore to provide enhanced opportunities for the company and its
staff than would be achievable operating independently within
Volvere.
Volvere acquired Sira in 2006 for a consideration of
approximately GBP0.005 million and has made follow-on working
capital loans. During its period of ownership within the Volvere
group ("Group"), Sira has repaid all Group debt, and paid dividends
and management charges totalling GBP0.38 million to the Group.
Financial information and use of proceeds
Sira's revenues for the year ended 31 December 2018 were GBP0.3
million (2017: GBP0.28 million). Profit before tax and intra-group
management and interest charges was GBP0.06 million (2017: GBP0.05
million). Profit before tax for the year was breakeven (2017:
GBP0.04 million) - with the difference being intra-group interest
and management charges.
Following the Disposal, the Group will continue to focus on the
growth and development of the Group's remaining subsidiary, Shire
Foods Limited, the Group's 80% owned food manufacturing business,
as well as other opportunities as they arise. The net proceeds from
the Disposal will be added to the Group's cash reserves for use in
pursuit of Volvere's continuing investing policy, which is to
invest in or acquire growth or turnaround stage companies.
Commenting on the Disposal, Jonathan Lander said: "We have been
delighted with the success of Sira since we acquired it in 2006 and
the Disposal provides an excellent return for shareholders. We are
grateful for the hard work and commitment of the staff at the
company over a long period. Although we are sad to see the Sira
team leave the Group, we wish them all a successful future within
NICE."
This announcement is inside information for the purposes of
Article 7 of EU Regulation 596/2014.
For further information contact:
Volvere plc
Jonathan Lander, CEO Tel: + 44 (0) 20 7634 9707
www.volvere.co.uk
Cairn Financial Advisers LLP
Sandy Jamieson/James Lewis Tel: + 44 (0) 20 7213 0880
Hobart Capital Markets LLP
Lee Richardson Tel: + 44 (0) 20 7070 5691
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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