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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Paros | LSE:PARO | London | Ordinary Share | GB00B0LMGR34 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.055 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
11 March 2008 ParOS plc ("ParOS" or the "Company") Disposal of trading subsidiary Further to the announcement on 11 February 2008, the Company announces that it has entered into a conditional sale and purchase agreement (the "Sale and Purchase Agreement") to sell the entire issued share capital of its trading subsidiary (the "Trading Subsidiary") to a company owned and controlled by Professor Efstratios Pistikopoulos (the "Purchaser") for an initial consideration of £1.00 plus certain other deferred amounts (the "Disposal"). Principal terms of the Disposal The Company will receive an initial consideration of £1.00. Furthermore, the Purchaser will pay additional consideration to the Company calculated as to 7 per cent. of the gross revenue (including, without limitation, grants and royalties) generated or received by it or its subsidiaries in each of the financial years until the year ending 31 December 2022. In addition, in the event of; * a sale of a controlling interest in the voting share capital of the Purchaser or that of the Trading Subsidiary or any subsidiary of the Trading Subsidiary; or * the Purchaser procures the sale of a material part of its business and assets or that of the Trading Subsidiary's business and assets (which includes any patents held at that time); or * the Purchaser or Trading Subsidiary's share capital is admitted to trading on a stock market, at any time prior to 1 April 2018, the Purchaser will pay the Company additional consideration equal to 40 per cent. of the gross proceeds arising from any of these transactions. The Company has given the Purchaser certain limited covenants in the Sale and Purchase Agreement relating to the share capital, title to the Trading Subsidiary and its capacity to enter into the agreement only. It has also given a tax covenant in respect of tax liabilities of the Trading Subsidiary in respect of tax liabilities arising in the period up until 15 February 2008. The Sale and Purchase Agreement provides that the effective date of the sale will be deemed to be 15 February 2008, with costs and expenses apportioned to that date for the account of the Company and from that date for the account of the Purchaser (save for certain specified costs which shall be borne by the Company). The Company will also enter in a deed of release of intra-group indebtedness waiving the intra-group debt of approximately £925,000 owed by the Trading Subsidiary to the Company, a compromise agreement terminating the employment of Professor Pistikopoulos with the Company and written waivers to be signed by each of Professor Pistikopoulos, Nikos Bozinis, Tara Lindstedt and Philip Keys waiving all rights under the EMI Option Agreement dated 21 March 2006 and made between the above listed persons and the Company (the "Option Waivers"). In the year ended 31 December 2007, the Trading Subsidiary incurred an unaudited loss before taxation of £526,776 (2006 audited: loss £744,694) on turnover of £88,878 (2006 audited: £75,730). At that date, the Trading Subsidiary had unaudited assets of £267,602 (2006 audited: £359,582). Under the AIM Rules, as the Disposal will result in the Company no longer having a trading business, the Sale and Purchase Agreement is conditional, inter alia, on the passing of the Resolutions at a general meeting of the Company to be held on 28 March 2008 (the "GM"), notice of which is set out in a circular which has been sent to shareholders today. As a company owned and controlled by Professor Pistikopoulos is acquiring the Trading Subsidiary, the transaction constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. If approved by shareholders of the Company at the GM, substantially all of the assets of the Company will be sold to a related party of the Company. The Independent Directors, having consulted with the Company's Nominated Adviser, John East & Partners Limited ("JEP"), consider the terms of the Transaction to be fair and reasonable insofar as the Company's shareholders are concerned. In advising the Independent Directors, JEP has taken into account the commercial judgement of the Directors. Reasons for the Disposal In December 2007, the Company announced that it was to be granted a US patent for its technology, in addition to the European patent that was granted earlier in the same year. In January 2008, the Company announced that it had been formally granted patents in the UK, France, Germany, Switzerland, Greece and Italy. Despite the Company winning a limited number of small development contracts and some European research grants, it has been unable to secure a major contract and, as a result, has not been able to reach a monthly break even cash position. The Trading Subsidiary requires significant working capital in order to continue to trade. During the last six months the Company has been involved in extensive discussions with potential investors with a view to them providing sufficient working capital to enable the Trading Subsidiary to continue to trade. However, despite the efforts of the Board, it has not been able to conclude these discussions. In light of these difficulties, the Directors have concluded that the Trading Subsidiary cannot continue to trade and that the Disposal is in the best interests of the Company and its Shareholders. The Company had cash in hand of approximately £160,000 on 29 February 2008. The Directors estimate that following completion of the Disposal, the Company will have approximately £140,000 of cash. Investing Strategy Following the Disposal, the Directors believe that the remaining cash resources of the Company could be attractive to a number of potential targets/ investments. The Directors intend to seek to acquire another company or business in exchange for the issue of Ordinary Shares in a single transaction (a "reverse takeover"). The Directors' main investment criteria are: - * the engineering sector in the UK, Europe and North America; * businesses which require little or no funding in excess of the cash resources available to the Company following the Disposal; and * businesses whose growth prospects, if achieved, will be earnings enhancing for Shareholders. However, these criteria are not intended to be exhaustive and the Company may make an investment which does not fulfil all the investment criteria if they believe it is in the interests of Shareholders as a whole to proceed with such an investment. Any acquisition by the Company will be put to Shareholders for their approval at the appropriate time. Under the AIM Rules, the Company will have to make an acquisition or acquisitions which constitute a reverse takeover or otherwise implement the above investing strategy to the satisfaction of the London Stock Exchange within twelve months of having received the consent of Shareholders at the General Meeting, failing which trading in the Company's shares on AIM will be suspended for up to six months. If a reverse takeover has not been made by that time trading in the Company's shares will be cancelled. Board changes Upon the completion of the disposal, Professor Efstratios Pistikopoulos will resign as a Director and as an employee of the Company and the Board will then comprise of Patrick McHugh and Laura Avigdori. Enquiries: ParOS plc Patrick McHugh Tel: +44 (0) 20 3008 8223 John East & Partners Limited (Nominated Adviser) Simon Clements Tel: +44 (0) 20 7628 2200 Square1 Consulting Limited (Financial PR Adviser) Mike Feltham Tel: +44 (0) 20 7929 5599 END
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