Watchstone Group PLC Disposal (1805R)
March 07 2016 - 2:00AM
UK Regulatory
TIDMWTG
RNS Number : 1805R
Watchstone Group PLC
07 March 2016
7 March 2016
Watchstone Group plc
("Watchstone" or the "Company" or the "Group")
Disposal/Related Party Transaction
Watchstone (LON:WTG) announces that as part of its continuing
programme of actions to strategically focus the Group on key growth
areas, it has entered into an agreement to dispose of the entire
issued share capital of Quintica Holdings Limited ("Quintica"), a
reseller and integrator of software to the telecoms industries, to
Quintica International Holdings Inc ("QIH") (a company owned by
Charles Osburn, a statutory director of Quintica) for approximately
GBP1.35 million (the "Agreement"). In addition, Watchstone will be
entitled to additional consideration in the event that Quintica is
disposed of (in whole or part) by QIH in the year following
completion of the transaction.
For the year ended 31 December 2015, Quintica recorded an
unaudited loss before tax of approximately GBP1.9 million (2014:
GBP2.1 million loss).
Following a review of the business by the Board, it was
concluded that Quintica was non core, as it does not fit with the
Group's current strategy and focus and due to its historical
performance and associated cash funding requirements. Against that
backdrop, the Board believes a disposal is in the best interest of
the Group.
Under the Agreement, the Group will receive GBP1 million cash
(GBP500,000 payable immediately and GBP500,000 due by 1 January
2017), plus the repayment of intra-company debt of US$500,000
(approximately GBP350,000).
The Agreement is a related party transaction pursuant to the AIM
Rules for Companies as Charles Osburn is a director of
Quintica.
The Board considers, having consulted with the Company's
nominated adviser, Peel Hunt LLP, that the terms of the Agreement
are fair and reasonable insofar as the Company's shareholders are
concerned.
When Quintica was acquired in September 2012, the consideration
was largely satisfied in Ordinary Shares in the Company, giving
rise to goodwill of GBP5.9 million. The Group is expected to
recognise an overall loss on the disposal of Quintica of
approximately GBP5.7 million for the year ended 31 December 2015,
due to goodwill impairment. This impairment would have been
recognised irrespective of the disposal.
For further information:
Watchstone Group plc Tel: 01489
864 200
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Tulchan Communications Tel: 020
Susanna Voyle, Charlotte Church 7353 4200
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Peel Hunt LLP, Nominated Adviser and Tel: 020
broker 7418 8900
Dan Webster, Adrian Trimmings, George
Sellar
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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