24 Jun 2010 09:12
24 June 2010
Crosby Asset Management Inc.
("CAM" or the "Company")
Proposed Disposal of Operating Businesses
The board of directors of CAM (the "Board"), is pleased to announce that the Company has entered into a conditional sale and purchase agreement ("SPA") with Crosby Capital Limited ("CCL") regarding the potential disposal of its operating businesses, listed below, to CCL (the "Disposal").
The SPA is conditional upon, inter alia, approval by CAM's independent director, Peter Moss, as the Disposal will be a related party transaction, as set out in the Aim Rules for Companies (the "AIM Rules").
The operating companies that form the assets of the Disposal are:
(i) Crosby Asset Management (Holdings) Limited (which indirectly owns 100% of Crosby Asset Management (Hong Kong) Limited and 56.14% of Crosby Wealth Management (Hong Kong) Limited);
(ii) Crosby Capital Partners Limited;
(iii) Crosby Corporate Finance (Holdings) Limited;
(iv) Crosby (Hong Kong) Limited; and
(v) Crosby Special Situations Fund Limited.
Subject to the terms of the SPA, CAM has agreed to transfer all its businesses, assets and certain liabilities to the CCL for a consideration of US$948,666 (the "Consideration"). The businesses, assets and liabilities to be transferred to CCL in the Disposal include, inter alia:
(i) wealth management;
(ii) fund management;
(iii) residual liabilities in relation to the corporate finance and financial advisory businesses; and
(iv) the minority interests in investments related to the previous merchant banking business of CAM.
The [audited] profits / (losses), after taking account of taxation, attributable to CAM's shareholders, for the year ended 31 December 2009, and the unaudited net assets attributable to CAM's shareholders, as at 31 May 2010, for each of the companies that form the assets of the Disposal are summarised below:
Profits/ Net assets/
(losses) ('000s) (liabilities) ('000s)
(i) Crosby Asset Management (Holdings) Limited: US$ (470) US$ 3,902
(ii) Crosby Capital Partners Limited: US$ (2,493) US$ (2,865)
(iii) Crosby Corporate Finance (Holdings) Limited: US$ 818 US$ (246)
(iv) Crosby (Hong Kong) Limited: US$ (5,538) US$ 38
(v) Crosby Special Situations Fund Limited: US$ (2,415) US$ 20
The Consideration payable by CCL to CAM under the SPA will be adjusted if any of the companies being disposed of by CAM makes any distribution from the date of the SPA until completion of the Disposal.
At completion, the Consideration will be off-set against the shareholder loan due from CAM to CCL, which amounts to US$1,000,000 as of the date of this announcement (the "CCL Loan"). Any residual outstanding balance of the shareholder loan (this residual outstanding balance currently being US$51,334) shall be settled by the issuance of such number of new shares in CAM, credited as fully paid and issued at the average of the closing mid-market prices of the shares of CAM on the last three trading day prior to the date of completion of the Disposal, to CCL.
In the event that, following the off-set of the Consideration against the CCL Loan, there is a surplus of funds and, therefore, a net cash inflow to the Company, these funds will be used to augment the Company's working capital.
The Disposal, if it completes, will be both a fundamental change of CAM's business and a related party transaction, as set out in the Aim Rules and will therefore require the issue of a circular to CAM's ordinary shareholders (the "Circular") setting out the terms of the Disposal and convening a general meeting ("GM") and the approval of CAM shareholders at such GM (the "Approval").
Should the Approval be granted and the Disposal completes, CAM would then become an investing company, as defined by the AIM Rules. Accordingly, the Circular will also contain details of CAM's proposed investing strategy, which will also need to be approved by the Company's shareholders at the GM.
This Disposal is being entered into as one element of the corporate restructuring exercise being undertaken by CCL, further details of which will be contained in a circular to be sent to CCL shareholders in due course.
A further announcement will be made by CAM in due course.
**ENDS**
Enquiries:
Crosby Asset Management Inc.
Ilyas Khan +44 (0) 20 3291 2863
Strand Hanson Limited
Stuart Faulkner/James Spinney +44 (0) 20 7409 3494