Last checked at 16 Jan 2017 07:00
Vislink plc
("Vislink", the "Company" or the "Group")
Update on Proposed Disposal
Further to the Company's announcement on 9 January 2017, announcing shareholder approval for the Proposed Disposal and that certain completion conditions remained outstanding, Vislink announces that it has agreed to revise the specific terms of the transaction.
As those completion conditions were not satisfied, the parties have agreed that certain terms of the Proposed Disposal shall be amended subject to shareholder approval. The headline consideration will remain at US$16million, but will now be satisfied by an amount of initial consideration and an amount of deferred consideration.
The initial consideration amounts to US$6.5million of cash. The Company confirms that the Company's lawyers have been advised that funds are in transit, and confirmation of receipt is expected to be announced shortly. These funds are only refundable to xG in the event that the Vislink shareholder resolution to approve the revised terms of the Proposed Disposal is not passed.
On completion, xG will issue loan notes for a principal amount of US$9.5million. These loan notes will provide for redemption within 45 days of completion and will be secured over the business and assets being sold. The terms of the loan notes and security are to be agreed in advance of the general meeting referred to below.
It has also been agreed that the Sellers will retain the right to any sums received in future in respect of an outstanding debt subject to a maximum sum of US$2 million.
Completion of the Proposed Disposal is now due to take place on the day shareholder approval of the revised terms of the Proposed Disposal is obtained.
The revised terms of the Proposed Disposal are conditional on approval by shareholders of the Company under Rule 15 of the AIM Rules for Companies. Consequently, a circular containing a notice of general meeting will be posted to shareholders in due course, pending confirmation of receipt of initial consideration funds by the Company's lawyers.
All capitalised terms in this announcement are as defined in the Circular which is available on the Company's website www.vislinkplc.com.
For further information please contact:
Robin Howe, Senior Independent Non-Executive Director | +44 (0) 14 88 68 55 00 |
Vislink plc | |
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Shaun Dobson / James White N+1 Singer (Nomad and Broker) | +44 (0) 20 74 96 30 00 |
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Charlie Jack / Bertie Berger Hudson Sandler | +44 (0) 20 77 96 41 33 |