SCO4 Mar 2011 07:03
Offer to purchase SCOTTY Group Austria GmbH and
SCOTTY Tele-transport Corporation of the Americas Inc
On 18 May 2010 the Company announced that it had received an expression of interest from a third party which may or may not lead to an offer being made to acquire the entire issued and to be issued share capital of the Company or its significant assets.
Since then the Board has been in discussion with several third parties and has received an offer from Invest Equity GmbH ("IE") to purchase the Company's principal operating subsidiary, SCOTTY Group Austria GmbH, and its North American operating subsidiary, SCOTTY Tele-transport Corporation of The Americas Inc, together with the trademarks, patents and other intellectual property necessary for running the SCOTTY business. (the "Sale Proposal"). The Company is not in discussions with any party regarding the acquisition of shares in SCOTTY.
The Sale Proposal is subject to, inter alia, contract and to completion of due diligence by IE. As such there is no guarantee that terms will be agreed between IE and the Company. In any event, any agreement to sell will be conditional, in accordance with the AIM Rules, on approval by SCOTTY shareholders in general meeting. The Sale Proposal would constitute a fundamental change in the Company's business pursuant to AIM Rule 15.
The proposed purchase price is Euros 4.2 million, payable in cash, out of which approximately Euros 2.0 million would be utilised in offsetting inter-company balances owing to SCOTTY Group Austria GmbH by SCOTTY Group plc and its associated companies, which would leave net cash proceeds of approximately Euros 2.2 million for the Company.
If the Sale Proposal goes ahead, the Company will have sold all of SCOTTY's trading business, being the supply of video, audio and data communications solutions to the government, defence and aerospace markets. As a result, the Company would then become an investing company pursuant to AIM Rule 15 and as required by the AIM Rules the Board will determine an appropriate investing policy (the "Investing Policy "), which would be presented to shareholders for approval.
The Board is supportive of the Sale Proposal and plans to convene a General Meeting (the "Initial GM") in order to seek a mandate from its shareholders to continue negotiations with IE with a view to agreeing definitive terms, subject to shareholder approval. At that stage, should terms be agreed, the Company will convene a separate General Meeting to seek the approval of shareholders, both to completion of the Sale Proposal and of the Investing Policy.
The purpose of convening the Initial GM therefore is to seek the authority of shareholders to continue and seek to conclude negotiations regarding the Sale Proposal and the resolution to be put to the Initial GM will be expressed in those limited terms (the "Initial Resolution").