PXOG.L Regulatory News (PXOG)

30 Jun 2009 14:30



Premier Management Holdings PLC ("Premier" or the "Company")

Option Agreement

Premier Management Holdings PLC is pleased to announce that it has today entered into a call option agreement with Robert Easom, Julian Cordani and Hamilton International plc, the shareholders of Trading Sports Limited, (the "Option") for a consideration of £25,000.

Under the terms of the Option, which is valid until 30 September 2009, Premier has the right to acquire not less than 100% of the issued share capital of Trading Sports Limited. Should Premier chose to exercise the Option the transaction is likely to be deemed a reverse takeover pursuant to Rule 14 of the AIM Rules, therefore requiring the approval of Premier's shareholders in general meeting. Should the exercise of the Option be completed, the consideration would be satisfied through the issue of 722,600,000 new ordinary shares of 1p each in Premier (the "Consideration Shares"). 

The exercise of the Option is subject to completion of satisfactory due diligence by Premier on Trading Sports Limited and its subsidiaries and approval by the Company's board. 

In the event that the Option is exercised, the consideration payment of £25,000 will be deemed to be paid as part of the consideration for the acquisition. 

In the event that Premier does not exercise the Option, the consideration payment will be satisfied by cash or through the issue of new ordinary shares in the Company at a price of 1 penny each (being the nominal value of the Company's shares), at the discretion of Premier.

The board of Premier also announces that completion of the exercise of the option is conditional, inter alia, upon the Company raising not less than £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 Waiver in respect of the issue of the Consideration Shares and admission to trading on AIM.

Trading Sports Limited is a recently incorporated holding company which, at the time of completion of the transaction, would own 100% of the shares in Mission Impossible Events Limited and at least 50% of the shares in FinalFutures.com Limited (together the "Subsidiaries"). Trading Sports Limited is currently owned by Robert Easom, Julian Cordani and Hamilton International Plc. Mr Eason and Mr Cordani are the co-founders of the Subsidiaries.

Mission Impossible Events Limited ("Mission Impossible") is a worldwide broker of ticket events specialising in obtaining hard to get tickets for musical, theatrical, sporting and classical events and was voted the best international ticket agency by The Evening Standard in 2008. For the twelve months to 30 June 2008, Mission Impossible generated turnover of £4,636,385, profit before tax of £125,000 and had net assets of £110,000.

FinalFutures.com Limited is Europe's first and only specialist in sports events futures. The company offers a unique trading platform which allows sports fans the opportunity to secure spectator tickets through buying a contract for a large sporting event and allowing this to be traded at any time prior to the event on the FinalFutures.com market. It commenced trading in October 2008 and for the eight months to 31 May 2009, FinalFutures.com Limited generated (unaudited) turnover of £16,500 and profit before tax of £10,000.

Barry Gold, Chairman of Premier said:

"If concluded, the acquisition of Trading Sports Limited would be the first step towards diversifying the Company's existing business into that of an innovative provider of tickets for major leisure events. We have been monitoring these businesses for some time and look forward to working with management with a view to completing a successful transaction."

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