Manx Financial Regulatory News (MFX)

30 Sep 2008 07:00

FOR IMMEDIATE RELEASE 30 SEPTEMBER 2008

CONISTER FINANCIAL GROUP PLC

("CFG" or "the Company")

Sale of 51% of TransSend to Strategic Partners

Conister Financial Group PLC, (AIM:CFG.L) has agreed to the strategic sale of 51% of its prepaid card business, TransSend, for an estimated £5.1m, recovering the Company's seed capital, forming a strong alliance with a company in the same business and securing TransSend's position in a rapidly growing market. 

TransSend was the first company in Europe to receive MasterCard® approval to offer a prepaid card to the non-US online gaming sector, a market which is expected to reach £7.4 billion by 2010(1). TransSend has recently signed deals with Intercash, Playtech and Income Access to provide prepaid payout cards for affiliate marketers and customers in the gaming sector

The Company has agreed to sell 10% of TransSend to Altair Financial Services International Plc ("Altair"), a leading player in the global prepaid card market and already certified for issuer processing in Latin America and the Caribbean, Asia Pacific, Middle East and Africa, United States of America and throughout Europe. It has adopted innovative payment solutions and supports the Prepaid Seasoncard with PayPass™ card at the City of Manchester Stadium, home of Manchester City Football Club and has recently teamed up with Tesco Personal Finance to launch a prepaid travel card. 

In consideration Altair has agreed to pay CFG £1m to be satisfied by the issue of ordinary shares in Altair at 350p per share or in cash, at the sole discretion of Altair.

A further 41% has been sold to AIM listed Equity Special Situations Limited ("ESS") for £4.1m to be satisfied by the issue of ordinary shares in ESS at 235p per share or in cash at the sole discretion of ESS. ESS already has a strategic stake in the prepaid card market via Altair and fully recognises the potential in the TransSend business.

This strategic sale is designed to facilitate the development of TransSend as a standalone business, through the involvement of new shareholders with significant expertise and interests in the prepaid sector. Altair has its own processing capabilities but no e-Money licence whereas TransSend outsources its processing and has an e-Money licence application with the Financial Services Authority in the UK at an advanced stage. The sale is conditional upon certain operational milestones being reached within six months of the date of sale with consideration payable within fourteen months. We have already identified potentially significant synergies to provide potential for an improved market proposition and resultant profitability.

The Directors believe the sale will allow CFG to maintain an interest in the prepaid card market whilst allowing the synergies and cross-selling opportunities gained by Altair's strategic stake in TransSend to help the business to grow and as a result maximise shareholder value.

CFG has agreed to provide TransSend with a £2.3m loan facility. This will be secured against the assets of TransSend. 

Arron Banks, Chief Executive of CFG, said: "The prepaid market is growing rapidly but we believe we can reap significant advantages in combination with our new partners. We have already identified promising synergies to provide potential for an improved market proposition and resultant profitability."

On the date of sale, TransSend had net assets of approximately £0.8m and posted a loss for the six months ending 30/6/2008 of £2.2m. Turnover in the six months to 30 June 2008 was £0.3m. When the sale becomes unconditional the profit/loss on disposal will be calculated and CFG will account for its interest in TransSend Holdings as an associate thereafter. If CFG receives consideration in the form of shares in ESS and Altair then these will be retained by the Company and if it receives cash this will be used for working capital purposes.

The sale represents a Related Party Transaction in accordance with AIM Rule 13 on account of ESS being a 19.9% shareholder in the issued ordinary share capital of CFG. Accordingly, the Directors, all being independent from ESS, have consulted with Beaumont Cornish Limited (CFG's Nominated Advisor) and consider the terms of the transaction to be fair and reasonable insofar as the shareholders of the Company are concerned. 

Lee Britton, Chief Executive of Altair, said: "We have followed the development of TransSend for some considerable time and are delighted to have made this investment. TransSend's activities in the prepaid space are complementary to our own, and the strong synergies between our existing products and services will invariably benefit both companies. The acquisition allows us to offer TransSend's clients Altair's enhanced processing capability to maximise our combined experience in the prepaid industry.

TransSend is currently within a growth phase and has already developed a good reputation within the prepaid industry. The sharing of market intelligence, capacity and combined prepaid card programme development  and management services infrastructure should deliver numerous opportunities for growth."

- Ends- 

(1) Global online gaming figures sourced from Global Betting and Gaming Consultants www.gbgc.com 

For further information please contact:

Conister Financial Group PLC

Arron Banks/Chris Johnstone 

Tel: 07918 608480

Britton Financial PR

Tim Blackstone

Tel 07957 140416

Beaumont Cornish Limited

Roland D Cornish

Tel: 0207 628 3396