13 Aug 2014 07:00
Northacre PLC
("Northacre" or the "Company")
Re Consultancy Agreement
Northacre announces certain amendments to its consultancy agreement with ADCM Ltd ("ADCM") which was originally announced on 27 June 2013 (the "Original Agreement").
The Company has entered into an amended consultancy agreement with ADCM (the "Amended Agreement"), pursuant to which ADCM shall no longer be entitled to receive a fee of 35% of the profits earned by Northacre or the wider Northacre group as a result of engagements entered into during the term of the agreement. This applies to both historic and future periods. The performance of ADCM under the Amended Agreement and the annual fee payable to ADCM will be reviewed by the non-executive directors of the Company on an annual basis (the "Annual Review") and anyproposed increase in annual fee will be subject to the passing of a special resolution by the Company's shareholders.The outcome of the Annual Review shall be presented to shareholders at the Company's annual general meeting. Other clarifications to the terms of the Original Agreement have also been made in the Amended Agreement.
The Company is also proposing to make certain changes to the Company's Articles of Association, which shall be subject to shareholder approval by special resolution at a general meeting. Further details of the changes are set out in a circular to shareholders, which shall be posted as soon as practicable.
It is also the Directors' current intention, following the preparation of up to date accounts, for the Company to declare an interim dividend of approximately £15 million. Further announcements regarding any such dividend and the dividend timetable will be made in due course.
Jassim Alseddiqi and Mustafa Kheriba, both directors of the Company, are deemed to be related parties of ADCM and the Company for the purposes of the AIM Rules for Companies ("AIM Rules"). In view of this, the entry into the Amended Agreement comprises a related party transaction for the purposes of the AIM Rules. The Company's independent directors consider, having consulted with finnCap Ltd, the Company's nominated adviser, that the terms of the transaction being entered into are fair and reasonable insofar as the Company's shareholders are concerned.
Enquiries:
Northacre PLC Tel: 020 7349 8000
Klas Nilsson (Non-Executive Chairman)
finnCap Ltd Tel: 020 7220 0500
Stuart Andrews
Henrik Persson