Last checked at 15 Sep 2010 07:00
Northern Bear Plc
("Northern Bear" or the "Company")
Disposal of DJ McGough Limited ("DJ McGough")
Northern Bear, the AIM quoted holding company for a portfolio of building services businesses based in the North of England, today announces the disposal of its subsidiary DJ McGough to its founders, Mr D McGough and Mrs S McGough (together the "Buyers") for a consideration of £1 (the "Disposal"). Under the terms of the Disposal, DJ McGough will also write off inter-company loans due to it from the Company amounting to approximately £0.3 million.
In addition, the Buyers have gifted to the Company 547,368 ordinary shares of 1p each in the capital of the Company ("Ordinary Shares"), being all of the Ordinary Shares held by the Buyers for nil consideration. The Ordinary Shares held by the Buyers were issued to them by the Company as part of the consideration in relation to the acquisition of DJ McGough in April 2008. The Ordinary Shares to be gifted to the Company will be cancelled.
The Disposal follows a review by the board of the Company (the "Board") of DJ McGough's operations. DJ McGough provides plumbing, heating and mechanical services to industrial, commercial and local authority clients across North East England and in the year ended 31 March 2010, DJ McGough achieved a profit before tax of £80,526 and as at 31 March 2010 had net assets of £0.9 million. However since the year ended 31 March 2010, DJ McGough has been trading at a loss and has required funding from the Company and there can be no certainty that there will be any pick up in its business activities in the near to medium term. As a result, the Board believes that the Disposal is in the best interest of shareholders. The Disposal will result in an impairment charge in the Company's current financial year, which will be treated as an exceptional charge.
Mr D McGough, who is a director of DJ McGough, is considered to be a related party pursuant to the AIM Rules for Companies. As a result, the Disposal is deemed to be a related party transaction pursuant to AIM Rule 13. The Board considers, having consulted with Strand Hanson Limited, the Company's Nominated Adviser, that the terms of the Disposal are fair and reasonable insofar as the Company's shareholders are concerned. In providing its advice, Strand Hanson Limited has taken into account the Board's commercial assessment of the Disposal.
Following the gift and cancellation of 547,368 Ordinary Shares, Northern Bear's issued share capital will comprise 18,419,724 Ordinary Shares with each Ordinary share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The figure of 18,419,724 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.
For further information contact:
| Northern Bear Plc Graham Forrest - Chief Executive Officer |
07764 963 751 |
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| Strand Hanson Limited James Harris / James Spinney |
020 7409 3494 |
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| Hansard Group Adam Reynolds |
020 7245 1100 |
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| Seymour Pierce Ltd David Banks / Paul Jewell / Katie Ratner |
020 7107 8000 |