NPT.L Regulatory News (NPT)

27 Nov 2006 07:01

Stream Group PLC27 November 2006 STREAM GROUP PLC ("Stream or "the Company") Further re: Sale of Stream Live Services Limited On 8 November 2006, the Company announced a planned disposal of Stream LiveServices Limited ("SLS") to SLS (Holdings) Limited, a company managed by GordonRobson and Michael Spencer (the "MBO Team"), both of whom are directors ofStream Group plc. Since this date, the independent directors of Stream (the"Independent Directors") have received an indicative offer from a third partyindicating that they would, subject to due diligence and contract negotiations,be willing to pay up to £1 million (net) above what the MBO Team has offered forSLS. The disposal of SLS to the MBO Team was entered into on a binding contractualbasis on 8 November 2006 and is subject only to shareholder approval which isbeing sought at the Company's extraordinary general meeting to be held on 1December 2006 (the "EGM"). The disposal of SLS to the MBO Team is only one part of a detailed plan torefocus Stream, adopt a new growth strategy, appoint a new Chief Executive withextensive industry expertise, acquire Vegas247 Limited and Vegas247 BroadcastingLimited, for Gordon Robson and Michael Spencer to resign from the board ofStream for nil compensation and for them to reduce their combined interests inthe Company. The completion of these other elements to the overall plan are allconditional on completing the disposal of SLS to the MBO Team. The acquisition of Vegas247 Limited and Vegas247 Broadcasting Limited isconditional upon the passing of the resolution and completion of the disposal.Should the disposal to the MBO Team not proceed, it is unlikely that any of theother elements of the Company's overall plan would complete. The IndependentDirectors believe that failure to implement the other aspects of Stream's planswould not be in the best interests of the Company or its shareholders even ifthe ultimate consideration received for SLS was £1 million higher than currentlyanticipated. However, in recognition of a higher offer having been tabled for SLS by a thirdparty, the Independent Directors have negotiated an additional term from the MBOTeam whereby if SLS is sold within the next 12 months to any third party for aconsideration that is higher than £3 million, then 50 per cent of the increasein value would be payable to Stream. Accordingly, the Independent Directors, having consulted with the Company'snominated adviser, KBC Peel Hunt Ltd, remain of the opinion that the terms ofthe disposal of SLS to the MBO Team remain fair and reasonable. Accordingly,their recommendation that shareholders vote in favour of the resolution to beproposed at the EGM remains unchanged. The Independent Directors have spoken to each of the major shareholders thatpreviously undertook to vote in favour of the EGM resolution. Each of these havere-confirmed their intention to vote in favour of the resolution in respect oftheir own beneficial holdings, amounting in aggregate to 32,246,340 OrdinaryShares, representing 53.14% of the Company's ordinary share capital. Enquiries: Stream Group PLC 020 7299 2880 Pat Greene, Finance Director and chairman of the committee of Independent Directors This information is provided by RNS The company news service from the London Stock Exchange