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30 Jun 2009 14:30
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Premier Management Holdings PLC ("Premier" or the "Company")
Option Agreement
Premier Management Holdings PLC is pleased to announce that it hasΒ todayΒ entered into a callΒ option agreement withΒ Robert Easom, Julian Cordani and Hamilton International plc, the shareholders ofΒ Trading Sports Limited,Β (the "Option") forΒ aΒ consideration of Β£25,000.
Under the terms of theΒ Option, which is validΒ until 30 September 2009,Β Premier has the right to acquireΒ not less thanΒ 100% ofΒ the issued share capital ofΒ Trading Sports Limited.Β Should Premier chose to exercise theΒ Option the transaction is likely to be deemed a reverse takeover pursuant to Rule 14 of the AIM Rules,Β therefore requiringΒ theΒ approval of Premier's shareholders in general meeting.Β Should theΒ exercise of theΒ Option be completed,Β theΒ consideration would be satisfied through the issue ofΒ 722,600,000 new ordinary shares of 1p each in PremierΒ (the "Consideration Shares").Β
The exercise of theΒ OptionΒ is subject toΒ completion of satisfactoryΒ due diligence by PremierΒ on Trading Sports LimitedΒ and its subsidiariesΒ andΒ approvalΒ by the Company'sΒ board.Β
In the event that theΒ OptionΒ is exercised, the consideration payment of Β£25,000 willΒ beΒ deemed to be paid as part of the consideration for the acquisition.Β
In the event thatΒ Premier does not exercise theΒ Option, the consideration payment will be satisfied by cash or throughΒ the issue ofΒ newΒ ordinary shares inΒ the CompanyΒ at a price of 1 penny each (being theΒ nominal value of the Company's shares),Β at theΒ discretionΒ of Premier.
The board of Premier also announces that completion of the exercise of the option is conditional,Β inter alia,Β upon the Company raising not less than Β£300,000 through a placing of new ordinary shares at a minimum issue price of 1p each, the granting by The Takeover Panel of a Rule 9 WaiverΒ in respect of the issue of the Consideration Shares and admission to trading on AIM.
Trading Sports Limited is a recently incorporated holding companyΒ which,Β at the time of completion of the transaction, would ownΒ 100% of the sharesΒ in Mission ImpossibleΒ EventsΒ Limited andΒ at leastΒ 50% of the shares in FinalFutures.com Limited (together the "Subsidiaries").Β Trading Sports Limited isΒ currentlyΒ owned by Robert Easom, Julian Cordani andΒ Hamilton International Plc.Β Mr Eason andΒ MrΒ Cordani areΒ the co-founders of theΒ Subsidiaries.
Mission Impossible Events LimitedΒ ("Mission Impossible")Β is a worldwide broker of ticket events specialising inΒ obtaining hard to get ticketsΒ for musical, theatrical, sporting and classical events and was voted the best international ticket agency by The Evening Standard in 2008.Β For the twelve months toΒ 30 June 2008, Mission Impossible generated turnover of Β£4,636,385, profit before tax of Β£125,000Β and had net assets of Β£110,000.
FinalFutures.com Limited isΒ Europe's first and onlyΒ specialist in sports events futures.Β The company offersΒ a unique trading platformΒ which allowsΒ sports fansΒ the opportunity to secure spectator tickets through buying a contractΒ for a large sporting event and allowing this to be traded at any time prior to the event on the FinalFutures.com market.Β It commenced trading in October 2008 and for the eight months to 31 May 2009, FinalFutures.com Limited generatedΒ (unaudited)Β turnover of Β£16,500 andΒ profit before tax of Β£10,000.
Barry Gold,Β Chairman of Premier said:
"If concluded, theΒ acquisitionΒ ofΒ Trading Sports LimitedΒ would beΒ the first step towards diversifying the Company's existing business intoΒ that ofΒ an innovative provider of tickets for major leisure events.Β WeΒ have been monitoring theseΒ businesses for some time and look forward to working with managementΒ with a view to completing a successful transaction."
Contact details:
|
Premier Management Holdings plc Barry Gold |
07768 948 928 |
|
Brewin Dolphin Investment Banking Mark Brady |
0845 213 4730 |
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