Last checked at 13 Nov 2008 07:00
13 November 2008 Totally plc ("Totally" or "the Company") Sale of interest in joint venture company
The Company announces that it has entered into a share purchase agreement ("the Agreement") to sell its 50 per cent interest ("TJT shares") in its company Totally Jewish Travel, Inc. ("TJT"), to SBR Consultancy Limited for an initial nominal consideration.
Principal terms of the Agreement
Under the terms of the Agreement, the Company has agreed to sell the TJT Shares to SBR Consultancy Limited for an initial nominal consideration. Further consideration will be payable to the Company in the event that:
* more than 75 per cent. of the share capital of TJT is sold by SBR Consultancy Limited; * any of the shares the subject of this transaction are sold by SBR Consultancy Limited; * the TJT business is sold as a going concern; or * any asset of TJT is sold which comprises more than 40 per cent. of TJT's total asset value
(each or any being a "Disposal");
In the event of a Disposal on or before 31 October 2010, the further consideration will comprise 66 per cent. of the total consideration received in respect of the Disposal.
In the event of a Disposal on or after 1 November 2010 but before 31 October 2013 the further consideration will comprise 50 per cent. of the total consideration received in respect of the Disposal.
All payments to be made by SBR Consultancy Limited to the Company following a Disposal are guaranteed by such company's principal shareholder, Raphael Bloom.
The Company has given certain limited warranties in the Agreement to TJT.
The Company has also entered into a six month agreement with TJT to licence certain software relevant to the TJT business on a non-exclusive basis for a monthly fee of ‚£450. After six months the licence becomes terminable by the Company on three months' notice or by TJT on one month's notice. Under the terms of the agreement, Totally will receive further payments of up to $57,500 over the next 24 months comprising amounts received upon the repayment of certain debts and outstanding fees.
Reasons for the proposed transaction
The Company set up Totally Jewish Travel, Inc. as a joint venture in July 2005. TJT is a travel portal providing information on accommodation and destinations around the world to Jewish travellers.
As stated in the Company's final results for the year ended 31 December 2007, Dan Assor, the Chief Executive Officer of the Company has conducted a review of the Group's operations which resulted in the introduction of a long term strategic plan at the beginning of the current financial year designed to deliver shareholder value and increase profitability.
As a result of the strategic review, the Company has chosen to focus primarily on its digital marketing businesses. TJT does not operate in this sector thus is considered to be non core. In addition, the directors of Totally ("the Directors") believe that TJT's contribution to the Group's financial performance has been insignificant in the past two years.
In the year ended 31 December 2007, TJT incurred an audited loss before taxation of US$18,395 (2006 audited: loss US$68,000) on turnover of US$238,075 (2006 audited: US$241,000). At that date, TJT had audited net liabilities of US$133,254 (2006 audited: US$114,000).
For further information:
Totally Plc www.totallyplc.com T: 020 7692 6929
Daniel Assor CEO John East & Partners Limited T: 020 7628 2200Simon Clements Virginia Bull HB Corporate T: 020 7510 8654Luke Cairns
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