Aukett Swanke Group PLC Disposal of Live Events Business (2235V)
04 Aprile 2023 - 8:00AM
UK Regulatory
TIDMAUK
RNS Number : 2235V
Aukett Swanke Group PLC
04 April 2023
4 April 2023
Aukett Swanke Group plc
("ASG", the "Company", or, together with its subsidiaries, the
"Group")
Disposal of Live Events Business
Introduction
The Board of Aukett Swanke Group PLC announces the disposal of
the non-core Live Events business acquired as part of the recently
completed acquisition of Torpedo Factory Group Ltd ("TFG"), (the
"Disposal").
Terms of the transaction
Under the terms of an asset purchase agreement, Conferencecast
Limited, a company established for the purpose by the division's
principal manager has acquired the business and assets of the Live
Events division of TFG, and assumed responsibility for all the Live
Events liabilities, including leasehold property and
employment-related liabilities together with acquiring certain
associated assets for a consideration of GBP1.
Impact on the Group
The Live Events business provides specialist audio visual
equipment for live events and has been loss making since the Covid
pandemic, forced the closure of many live event venues.
It represented 4.5% of the TFG revenue for the 18 month period
ended 30 June 2021 and employed 17 of the total 71 TFG staff. It
was lossmaking in that period (c. GBP112k loss) and management
accounts indicate it has remained lossmaking subsequently. It also
requires capital investment to renew the equipment it rents
following the pandemic. At the point of disposal it has 9 staff,
who are all transferring as part of the transaction. The Group
expects to record a net loss on the Disposal in the region of
GBP60,000 after costs, being the book value of the assets
disposed.
As previously announced, the focus of the Group is the
development of the architecture businesses and becoming a master
systems integrator for smart buildings. The Live Events business
forms part of neither and its disposal will allow the executive
management team to better focus on the Group's strategy.
Lock-in arrangements
John-David Papworth, who leads the Live Events business and is
the sole shareholder in Conferencecast Limited, has as part of the
Disposal entered into a lock-in arrangement with the Company in
respect of the 5.91% shares he holds in Aukett Swanke Group PLC.
The initial lock-in is for a 12 month period, subject to certain
permitted disposal events once a quarter, and there is then a
remaining 12 month orderly market arrangement.
Related party transaction
The Disposal is considered to be a related party transaction for
the purposes of AIM Rule 13 of the AIM Rules for Companies due to
John-David Papworth being a director of TFG, a wholly-owned
subsidiary of the Company. For the purposes of the AIM Rules for
Companies, the Independent Directors (being all Directors), having
consulted with the Company's Nominated Adviser, Strand Hanson
Limited, consider the terms of the Disposal to be fair and
reasonable so far as its Shareholders are concerned.
Comments
Clive Carver, Chairman said
"To have exited from this non-core business so soon after
completing the TFG acquisition on terms that preserve the jobs of
the staff involved is pleasing."
Nick Clark, founder and CEO of TFG and an executive director of
ASG said
"The Live Events business was part of TFG for many years. Even
though it was not part of our drive to become a leading master
systems integrator for smart buildings it was important that a way
was found to allow the business to continue to service its
customers and preserve the jobs involved.
I am therefore delighted that we have found a way to allow it to
continue outside the ASG structure on mutually agreeable terms and
wish the new owner and the staff every success for the future."
Contacts
Aukett Swanke Group Plc +44 (0) 20 7843 3000
Clive Carver, Chairman
Robert Fry, Chief Executive
Nick Clark, Executive Director
Antony Barkwith, Group Financial Director
Strand Hanson Limited, Financial and Nominated Adviser +44 (0) 20 7409 3494
Richard Johnson, James Bellman
Zeus Capital Limited, Broker +44 (0) 20 3829 5000
Simon Johnson, Louisa Waddell
Investor/Media +44 (0) 7979 604 687
Chris Steele
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END
DISUOSNROUUSRAR
(END) Dow Jones Newswires
April 04, 2023 02:00 ET (06:00 GMT)
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