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30 May 2008 11:34
Humberts Group plc 30 May 2008
Disposal of Halls Participations Ltd
Humberts (AIM: HUM), the national group of full service estate agents and valuers, announces today the sale of Halls Participations Ltd ("Halls") for a total consideration of £1.9m of which £850,000 was paid in cash and the balance represents the cancellation of the outstanding deferred consideration of £1,050,000.
Halls, based in Shrewsbury, Shropshire which was established in 1843 has been sold back to the original vendors who include the directors and employees of Halls. Halls was purchased in September 2007 for a total consideration of £5.6m of which £3.1m was paid in cash and £1.2m in shares with the balance representing deferred consideration and acquisition costs.
The consolidated accounts in respect of Halls for the year ended 30 April 2007 showed a turnover of £3.99 million and a profit after tax of £0.7m. In the one month period ended 30 September 2007 following the acquisition by the Group, Halls made a profit of £170,000 on net assets of £1.3m.
Halls, which is a subsidiary of Humberts Limited, which in turn is a subsidiary of Humberts Group plc, has been sold back to the directors and employees of Halls. As such the disposal of Halls is treated as a related party transaction under the AIM Rules for Companies. In recognition of the current financial condition of Humberts Group plc, the Directors have concluded the disposal of Halls in a very short timeframe and consequently have not had sufficient time to:
(i) consult with its NOMAD to confirm that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned pursuant to Rule 13 of the AIM Rules for Companies; and
(ii) seek prior consent of its shareholders to the terms of the transaction pursuant to Rule 15 of the AIM Rules for Companies.
However, the Directors believe that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. In making this statement the Directors have taken into account the advice of its restructuring advisers.
The proceeds from the sale of Halls will be used to repay the Group's overdraft in full thereby releasing the Bank's security.
Following the above, Humberts will continue to evaluate its options in the current challenging market and will update shareholders in due course with further actions it has taken.
For further information:
Humberts Group plc - 020 7491 8888
John McLean, Executive Chairman
Michael Nower, Interim Chief Executive Officer
Nigel Cartwright, Chief Financial Officer
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