11 Jun 2008 16:40
RNS Number : 5108W
Humberts Group PLC
11 June 2008
RNS
11 th June 2008
Humberts Group PLC
(“Humberts Group PLC” or the “Company”)
Sale of Assets and Cancellation of Deferred Consideration
Humberts Group plc (AIM: HUM), the national group of full service estate agents and valuers, announces today the sale of certain assets to Mercantile Group for total net consideration of £3.16 million (including cancelled deferred consideration amounting to £1.1m).
The directors of Humberts Limited, one of the Company’s trading subsidiaries, have appointed Smith & Williamson, the accountancy and financial advisory group, to act in the restructuring and administration of Humberts Limited (and certain subsidiaries of Humberts Limited) which havetoday been placed into administration and which will subsequently form part of the sale of assets described in this announcement. James Money, Stephen Cork and Henry Shinners, directors at Smith & Williamson have been appointed joint administrators.
The Company and the Administrators have agreed the sale of the assets of Humberts Limited (including the Humberts name) and certain subsidiaries of Humberts Limited, and the assets of the Company’s London-based subsidiaries: Wellingtons Estate Agents Limited, Wellington Estate Agents (Battersea) Limited and Farleys Limited (together the “Assets”) for total net consideration of £3.16 million which will be satisfied by the payment of cash and by the cancellation of outstanding deferred consideration totalling £1.1million.. Of the cash consideration, payment of £600,000 will be deferred pending the successful transfer of the Humberts name to Mercantile Group.
Mercantile Group owns assets throughout the world, including a substantial UK property portfolio, and in addition, it owns 50% of Chestertons, the estate agents, which it owns jointly with Concensus Group, a significant shareholder of Humberts Group plc.
The board do not consider that the above transaction is a related party transaction for the purposes of the Aim Rules.
Following the disposal of the Assets, the Company will have no trading subsidiaries.
Following the appointment of Administrators and the completion of the asset sales described above, the Company will be writing to shareholders to call a general meeting in order to seek permission to change the name of the Company to Pedstowe plc. At the General Meeting, in addition to the tabling of this resolution, the Company will also update shareholders as to its current financial position.
In recognition of the challenging financial condition of Humberts Group plc, the Directors have concluded that the decision to proceed with the sale of the Assets in the shortest possible timeframe is in the best interests of shareholders and consequently the Board has not had sufficient time to seek the prior consent of its shareholders to the terms of the transaction described in this announcement pursuant to Rule 15 of the AIM Rules . However, the Directors believe that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. In making this statement the Directors have taken into account the advice of the Company’s restructuring advisers.
The proceeds from the sale of will be used to supplement the Company's working capital position.
Commenting, John McLean, Executive Chairman of Humberts Group PLC, said:
“Following discussions with several parties we have successfully concluded the sale of assets which has secured value for the Company whilst successfully securing continuity of employment for the majority of the Company’s employees. We have tried to minimize the disruption to everyone involved throughout this difficult process and despite the very difficult conditions I am pleased that we have managed to secure the greater number of jobs across the Group.”
Enquiries:
Humberts Group plc tel: 07768 031454
John McLean, Executive Chairman
Mercantile Group tel: 07773 373949
Elizabeth Tagge, BlueIce Communications
James Money
Smith & Williamson tel: 020 7131 4228/4550
This information is provided by RNS
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