Astaire Group Share Discussion Threads

[lr4850] 24/6/2011 16:28

Figures assuming no "wasting" by Astaire. Directors will, and have done very well out of the powerless pi.? :-(

[tomboyb] 24/6/2011 16:23

"the costs and administrative burden associated with maintaining admission to AIM. The Board estimates that the annual costs of maintaining the admission are approximately GBP100,000;"

This is an excuse heard many times before - with the resolution of the litigation this is now cash-rich and delisting puts the company out of sight in terms of what they can and can't do!

Simply put :

SP - 0.325p! Cash 5-7 times that level!

[tomboyb] 24/6/2011 15:38

Rough calcs - its over 2p per share but for rough guesstimates say 2p - RETURN CAPITAL TO INVESTORS!

Shareholders NEED a chance to get some capital back and NOT have have EVOL dictating the company as an investing vehicle. Delisting IMVHO looks like a way to get RID of current shareholders leaving them with naught in the penny.

Let this NOT be another 10p moment!

[topinfo] 24/6/2011 15:29

Well I have had some .

[tomboyb] 24/6/2011 15:27

the problem with that Topinfo is that i see a investment at 10p per ASTR share - those guys are terrible investors. How they can concieve becoming investment Gurus after that is beyond me - Return the cash to current shareholders!

[topinfo] 24/6/2011 15:25

For these reasons the Board of Evolve is currently considering whether it might be in the best interests of Evolve shareholders for an alternative strategy to be pursued which would involve Astaire becoming a more active investing company. Should this strategy be implemented Evolve may seek to appoint individuals to the board of Astaire for this purpose. Under this alternative strategy Astaire would not then return any excess cash to shareholders of Astaire but would instead seek to invest the cash that it currently holds, and any amounts realised from its present investments, into as yet unspecified investment opportunities with a view to increasing the value of Astaire's assets for the ultimate benefit of all of its shareholders.

[tomboyb] 24/6/2011 15:24

Current Market Cap - 650k!

[topinfo] 24/6/2011 15:23

ASTR first buy at 0.32p. If they return cash to shareholders its around 2p per share, if they dont de-list then its fallen today for no reason and cash rich cash shell!!

[tomboyb] 24/6/2011 15:23

- Rough calcs -

£930k

CSH - 3 MILL + 362K - (Litigation funded £800 - will recover some)

DCS sale - 675k + 225k (over time)

[double6] 24/6/2011 15:20

...UPDATE ....

Evolve Capital PLC

24 June 2011

For immediate release 24 June 2011

Evolve Capital plc

("Evolve" or the "Company")

Proposed cancellation of admission of Astaire Group plc on AIM

Intentions of Evolve for Astaire Group plc

The Board of Evolve notes the announcement released earlier today by Astaire Group PLC ("Astaire"), a company in which Evolve has a 53.6 per cent. interest.

Astaire's announcement makes reference to the settlement of the company's litigation with Izodia plc ("Izodia"), which the Board of Evolve considers to be a welcome development. The announcement also gives details of Astaire's intention to convene a general meeting of Astaire to consider the cancellation of its admission to trading on AIM, which is a course of action that the Board of Evolve supports. In addition the announcement contains statements regarding the implementation of Astaire's investing policy and Evolve's possible intentions for Astaire post a de-listing.

Despite the settlement of the litigation with Izodia the Board of Evolve believes that the realisation by Astaire of its assets and the settlement of its liabilities in preparation for a return of any excess cash to its shareholders is likely to require some considerable period of time and involve presently unquantifiable costs. The Board of Evolve further believes that the investment environment may change significantly during the intervening period.

For these reasons the Board of Evolve is currently considering whether it might be in the best interests of Evolve shareholders for an alternative strategy to be pursued which would involve Astaire becoming a more active investing company. Should this strategy be implemented Evolve may seek to appoint individuals to the board of Astaire for this purpose. Under this alternative strategy Astaire would not then return any excess cash to shareholders of Astaire but would instead seek to invest the cash that it currently holds, and any amounts realised from its present investments, into as yet unspecified investment opportunities with a view to increasing the value of Astaire's assets for the ultimate benefit of all of its shareholders.

[tomboyb] 24/6/2011 15:11

RETURN CASH TO SHAREHOLDERS!!

[tomboyb] 24/6/2011 15:09

Correction - probably around 2p a share! 6x todays estimate - vague estimate.

[tomboyb] 24/6/2011 15:07

To date CSH has funded the litigation in excess of the sum of £800,000 for defence counsel's fees. CSH expects to recover a substantial proportion of these fees from insurers (but not the £500,000 contribution to Izodia's legal costs).

I tell you what! - Return cash to shareholder would be the best thing here - 3-4 times todays current SP!

[tomboyb] 24/6/2011 15:04

staire Group Plc
Cancellation of AIM admission and litigation updat
RNS Number : 1067J
Astaire Group Plc
24 June 2011


Astaire Group plc

Settlement of litigation

Proposed cancellation of admission of Astaire Shares to AIM

Evolve Capital PLC's intentions for Astaire Group PLC

24 June 2011

Astaire Group plc ("Astaire" or the "Company") announces that its wholly owned subsidiary, Corporate Synergy Holdings Limited ("CSH") has today reached a settlement with Izodia PLC in relation to litigation brought by Izodia plc against both it and Edward Vandyk, a former chief executive of both Astaire and CSH.

Astaire also announces that a general meeting (the "General Meeting") will be convened to consider the cancellation of the admission of ordinary shares of 0.1p each in Astaire ("Shares") to trading on AIM.

This announcement also contains important information about the Board's implementation of Astaire's investing policy and Evolve Capital PLC's possible intentions for Astaire. Evolve Capital PLC ("Evolve") is Astaire's controlling shareholder (holding approximately 53.61% of Astaire's issued share capital).

Astaire intends to release its results for the year ended 31 December 2010 on 28 June 2011.

Settlement of litigation
A claim was made by Izodia PLC in May 2010 against two subsidiaries of Astaire (Corporate Synergy Holdings Limited and Astaire Securities PLC) and Edward Vandyk. This claim was for approximately £3.9 million (plus interest) and has been strongly resisted since that time. In October 2010 Izodia agreed to drop any claims against Astaire Securities PLC in exchange for a payment of £37,000, which facilitated the sale of Astaire Securities PLC. Today Izodia PLC has agreed to drop all claims against CSH and Mr Vandyk. Under the terms of the settlement, under which no party admitted any liability and the details of which are subject to a confidentiality clause, CSH has paid a £500,000 contribution to Izodia's legal costs. To date CSH has funded the litigation in excess of the sum of £800,000 for defence counsel's fees. CSH expects to recover a substantial proportion of these fees from insurers (but not the £500,000 contribution to Izodia's legal costs). The Board believes that this is the best available result in the circumstances, in the context of the alternative being an expensive and very protracted continuation of litigation, the outcome of which is necessarily subject to a degree of uncertainty notwithstanding the Board's belief in the strength of the defence.

Cancellation of admission to trading on AIM
At a meeting of the Board held yesterday, the Board resolved to notify the London Stock Exchange pursuant to Rule 41 of the AIM Rules of its intention to cancel the admission of Shares from trading on AIM ("the Cancellation"), subject to the passing of the special resolution at the General Meeting. If Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Shares will be 3 August 2011 and the effective date of cancellation will be 4 August 2011.

The Shares have been admitted to trading on AIM since 30 July 2002 and in light of the completion of the sale of the Group's main operating businesses, the Board has undertaken a review of the benefits of the Shares continuing to be traded on AIM and has recognised the following key factors:

· the costs and administrative burden associated with maintaining admission to AIM. The Board estimates that the annual costs of maintaining the admission are approximately £100,000;

· the management time and the legal and regulatory burden associated with maintaining the Company's admission to AIM is now disproportionate to the benefit to the Company; and

· the Company, like many other quoted AIM companies of its size, suffers from a lack of liquidity for its Shares and, in practical terms, a small free float and market capitalisation, which reduces trading demand.

Following careful consideration, the Board believe that it is in the best interests of the Company and Shareholders to seek the Cancellation at the earliest opportunity. The Company has therefore separately notified the London Stock Exchange of its preferred date for the cancellation of the admission of the Shares to trading on AIM, being 4 August 2011.

The Board is aware that the Cancellation will restrict the ability of Shareholders to realise their shareholdings, as there will be no market facility for dealing in the Shares and no price will be publicly quoted for the Shares. The Board are aware that Shareholders may still wish to acquire or dispose of Shares and accordingly have arranged with Dowgate Capital Stockbrokers Limited ("Dowgate") that Dowgate will endeavour to provide a dealing facility in Ordinary Shares on a matched bargain basis following the Cancellation.

The Company will no longer be subject to the AIM Rules after the Cancellation and, accordingly, it will not be required to retain a nominated adviser or to comply with the requirements of AIM in relation to annual accounts, half-yearly reports, the disclosure of price-sensitive information and retaining a restricted investing policy.

Astaire has entered into a controlling shareholder agreement with Evolve which provides that, conditional on the Cancellation taking place on or before 31 August 2011, Evolve will continue to support the presence of at least one independent director on the Astaire Board and will seek the consent of such independent director(s) for any transaction involving Astaire in which Evolve has an interest (other than as a Shareholder) for so long as Evolve continues to hold over 50 per cent. of Astaire's issued share capital

Shareholders should note that following the Cancellation, the Company will remain subject to the City Code on Takeovers and Mergers (the "Takeover Code") for a period of 10 years from the effective date of cancellation of the admission of the Shares to trading on AIM (expected to be 4 August 2011). Accordingly, shareholders will continue to receive the protections afforded by the Takeover Code in the event that an offer is made to shareholders to acquire their Shares.

Investing policy
Following the Cancellation, the Board intends to continue implement the investing policy set out in the circular dated 11 February 2011. This is to continue to hold its present investments until they can be realised, acquiring additional investments (apart from liquid securities of predominantly debt instruments, such as gilts) only when contractually required to do so or in order to obtain value for any warrants and options which are "in the money" (i.e. capable of being exercised to buy securities at prices which give Astaire a profit on disposal).

The process of realisation is expected to continue for some time, due to limited liquidity in the underlying investments. As stated in the circular of 11 February 2011, the Board do not propose to run an accelerated or "fire sale" disposal programme as this is not believed to be in the best interests of all Shareholders.

Evolve's intentions for Astaire
The Board of Astaire stated in the circular dated 11 February 2011 that it would consider steps to return cash to shareholders (which would involve some form of capital restructuring requiring the approval of Evolve, which holds approximately 54% of Astaire's issued share capital).

The Board of Astaire has recently been informed that Evolve may hold the view that Astaire should become a more active investing company and that Evolve may wish to appoint individuals to the Board of Astaire to implement such a strategy. Were such a strategy to be implemented it would mean that rather than seeking shareholder approval for returning any excess cash to shareholders, as previously proposed, the Company would instead be seeking to invest the cash that it currently holds, and any amounts realised from its present investments, into as yet unspecified investment opportunities with a view to increasing the value of the Company's assets for the ultimate benefit of all of its Shareholders. Evolve is expected to make an announcement on this matter today, following which the Astaire board will consider Evolve's position with its advisers.

Enquiries:

Astaire Group Plc
Tel: [phone]
Chris Roberts, Finance Director

Fairfax I.S. PLC
Nominated Adviser/Broker

[tomboyb] 24/6/2011 15:02

Astaire Group's assets following the Sale are estimated to comprise approximately £930,000 in cash (including approximately £400,000 held within DCS, which would leave the Group on completion of that sale), its investment in CS Holdings, which (as explained above) holds a further £3 million in cash pending payment of legal fees and resolution of the litigation plus a further £362,000 (net) due under the Astaire Securities sale escrow arrangements and options / warrants in a number of quoted companies, the preference shares and loan stock referred to in paragraph 6 above and some other investments (including the Isambard investments referred to above) that may not be readily realisable. Astaire Group's assets would also be increased by the successful completion of the sale of DCS by £675,000 (before expenses) and the further £225,000 held in escrow. The Astaire Group Board considers it inappropriate to invest the cash held by CS Holdings in anything other than low risk bank deposits and liquid money market instruments pending the outcome of the litigation.

[acquisitor] 22/6/2011 11:44

Still no annual results from this company....

[solarno lopez] 06/6/2011 15:33

in answer to RJALLEN ...THEY CAN and its legal

[acquisitor] 06/6/2011 15:32

Our Board is taking the mick! Get ready to see the astonishing write-offs and provisions.

[rj allen] 03/6/2011 10:56

How can they possibly announce an AGM on 28th June without releasing Preliminary results or posting the Annual Report and Accounts? Surely the Accounts must be in Shareholders hands for the requisite period of time?

[5uchchi] 27/5/2011 00:35

Year end results due next week (1st week of june in 2010) ???? Anything intersesting would be announced withthe results & possibly a multibagger------------COME ON ASTR !!!!!!!!!!!!!!!! SHOW YOUR TRUE COLOURS!!!!!!!!!!!!!!!!!! SHOW THEM THAT YOU ARE A TEN BAGGER!!!!!!!!!!!!!!!!!HEATING UP--------MOTORING VERY SOON??????????????????????

[warpedone] 10/2/2011 09:49

10 Feb 2011 08:59 GMT
DJ Astaire Group Plc Disposal of Rowan Dartington and Investing Policy

RNS Number : 0074B

Astaire Group Plc

10 February 2011

Astaire Group PLC

Recommended sale of Rowan Dartington

and

proposed investing policy

For immediate release

10 February 2011

The Board of Astaire Group PLC ("Astaire") announces that a conditional contract has been signed for the sale of Rowan Dartington & Co. Limited to a new company formed by a consortium of private investors led by Graham Coxell.

1. Introduction

On 15 July 2010 the Astaire Group Board announced that discussions were in progress which may lead to the sale of the Group's main operating businesses. Since that time Astaire Securities, a stockbroking and corporate finance advisory business has been sold and a conditional contract for the sale of Dowgate Capital Stockbrokers Limited has been signed.

Under the AIM Rules, the disposal of a business which represents over 75% of an AIM quoted company's gross assets, pre tax profit, turnover, capitalisation or gross capital is treated as a fundamental change in that company's business and must be conditional on its shareholders' approval. The proposed sale of Rowan Dartington represents such a fundamental change in the business of both the Astaire Group and of its 53% holding company, Evolve Capital PLC. Accordingly general meetings of the Astaire Group and Evolve will be convened to approve it.

The Board have concluded that it would be premature for the Company to seek to delist its Shares from trading on AIM at this stage but rather that Shareholders should have the opportunity to see the completion of the sale of Dowgate Capital Stockbrokers and the sale of Rowan Dartington and seek a liquidity event for themselves at that stage if they so wish. The Board will keep any future potential delisting of the Astaire Group under review going forward.

Following completion of the proposed Sale, Astaire Group will become an "investing company" as defined in the AIM Rules as a result of the disposal of substantially all of its trading businesses. A resolution will be proposed at the General Meeting to approve the Astaire Group Investing Policy.

This announcement describes the recent sales of Astaire Securities and Dowgate Capital Stockbrokers and sets out the background to the Sale and the reasons why the Directors unanimously recommend that Shareholders vote in favour of the Sale and the Investing Policy at the General Meeting.

2. Background

The Astaire Group Board announced on 15 July 2010 that it had completed a strategic review of its businesses and concluded the following:

(i) that the operating businesses have good potential given the right corporate environment; and

(ii) that there is a considerable momentum to make a clean break from the current corporate structure.

The Sale follows a period of considerable activity exploring alternative proposals for the Astaire Group as a whole and for its constituent parts. Negotiations which were intended to result in the Astaire Group as a whole having a new direction and a new controlling shareholder failed to reach a mutually satisfactory conclusion for several reasons, including difficulties in ring-fencing Astaire Securities from a contingent litigation liability to Izodia PLC at that time. As these difficulties emerged, the Board resolved to follow up approaches from potential purchasers of the constituent parts of the Group and established a process for the submission of offers, the selection of preferred bidders and, eventually, reaching agreement for the sale of both Astaire Securities and Rowan Dartington, as well as agreeing a transaction for DCS.

3. Sale of Astaire Securities

The strategy adopted by Evolve following its acquisition of Astaire Group (then called Blue Oar PLC) during the winter of 2008-9 did not prove successful against the background of continuing difficult market conditions. Litigation by Izodia PLC against CS Holdings, an intermediate holding company within the Group which held 99.9% of the issued share capital of Astaire Securities created an atmosphere of uncertainty at Astaire Securities, causing damage in terms of staff morale and client relationships. As this business is dependent on its staff and clients, a decision was made to sell it so that it could enjoy better prospects as part of a purchaser's more stable group and to enable the Astaire Group to realise some value for it. After considering several proposals, contracts were exchanged for the sale of Astaire Securities to Sandfire Capital Inc. on 15 October 2010 and the sale was completed on 22 October 2010.

When the sale was announced on 15 October 2010, Astaire Securities acted as Nominated Adviser and / or broker to over 40 companies, most of which were quoted on AIM. Its turnover, losses and assets as at the dates shown were:-


Year ended Year ended 6 months ended
31 Dec 2008 31 Dec 2009 30 June 2010
(audited) (audited) (unaudited)
GBP'000 GBP'000 GBP'000
---------------------- ------------- ------------- ---------------
Turnover 6,318 5,259 2,897
---------------------- ------------- ------------- ---------------
Pre tax loss 2,914 1,934 635
---------------------- ------------- ------------- ---------------
Net assets at period
end 4,565 2,938 2,446
---------------------- ------------- ------------- ---------------

The pre-tax loss for the first half of 2010 is shown after accounting for exceptional costs of GBP250,000 for restructuring and redundancies.

The consideration due from the Sandfire Capital Inc. was GBP2.45 million comprising GBP2 million cash which was received on completion and GBP450 000 to be placed in an escrow account in relation to Astaire Securities' continuing eligibility for Nominated Adviser status and against any warranty claims or shortfall in the proceeds of the sale of certain assets below their book value. In addition to containing warranties in favour of the purchaser, as is normal for this type of contract, the sale and purchase agreement, which was signed on 15 October 2010, contains a tax indemnity. CS Holdings' exposure under the tax indemnity is intended to be mitigated by the transfer of tax losses within the Astaire Group. It was announced today that Astaire Securities, which has changed its name to Northland Capital Partners Limited, has been approved by London Stock Exchange as a continuing Nominated Adviser following its change of ownership, thereby satisfying conditions for the release of the GBP350,000 out of the escrow escrow account to Astaire.

The effect of the sale of Astaire Securities was to reduce the Astaire Group's trading losses. While the receipt of the cash proceeds strengthened the Astaire Group consolidated balance sheet, the net cash proceeds will be retained by CS Holdings as explained below. Astaire will record a loss on disposal in the range GBP0.8 million to GBP1.4 million, the exact amount of which will depend on the amounts released to Astaire from the escrow accounts.

The sale proceeds (net of transaction related costs) are held by CS Holdings pending the outcome of the litigation, which is being vigorously defended. Transaction related costs include a liability in respect of a staff retention plan amounting to between GBP182,172 and GBP269,987 (depending on the amounts eventually released to CSH from escrow), legal and financial advisor fees.

Astaire Securities was named as a defendant in the claim by Izodia PLC, but in order to effect the sale Astaire Securities agreed, on a without prejudice basis, to a payment of GBP37,000 in full and final settlement of any claim against Astaire Securities and with no admission of fault or liability on the its part and without discharging Izodia's claim against CS Holdings.

4. Sale of Dowgate Capital

Dowgate Capital Stockbrokers Limited was acquired as part of the Dowgate Capital PLC group in July 2009. Its business activity is the provision of private client stockbroking services.

The conditional sale of Dowgate Capital Stockbrokers Limited ("Dowgate") to 3B Capital Limited ("3B Capital") was agreed and announced on 24 December 2010.

The contract provides for the sale of the whole of the issued share capital of Dowgate to 3B Capital for GBP900,000 of which GBP675,000 is payable in cash at completion and the balance of GBP225,000 is due no later than 30 June 2012 subject to any claims against the warranties and indemnities provided by Astaire. 3B Capital is a new company formed by Beavis Morgan LLP and employees of Dowgate, including two directors, Neil Badger and Clive Mattock, who have together subscribed GBP82,502 (which will represent 25 per cent. of 3B's issued share capital following completion). Neil Badger and Clive Mattock will join the board of 3B Capital. In view of these directors' participation in 3B Capital, the sale of Dowgate is categorised as a transaction with a related party in accordance with the AIM Rules. The Directors of Astaire, none of whom has any interest in the sale of Dowgate, consulted Fairfax I.S. PLC (Nominated Adviser to Astaire Group PLC) and announced when the sale of Dowgate was announced that they consider the terms of the transaction to be fair and reasonable insofar as Astaire Shareholders are concerned.

Dowgate has 13 staff including investment consultants providing private client investment advice and stockbroking services from its offices in Crawley. Its turnover for the year ended 31 December 2009 was GBP2.36 million and its loss before tax for that period was GBP0.33 million. The consideration represents a small discount to Dowgate's unaudited net assets as at 30 November 2010 which amounted to approximately GBP941,000 after adjusting for a pre-disposal dividend. The sale and purchase contract contains certain warranties and indemnities which expire on various dates between 31 December 2011 and 30 June 2012. Any claims under the warranties and indemnities may only be made against the GBP225 000 deferred consideration referred to above, which will be held in an escrow account.

The contract is conditional on an application being made and the FSA granting consent for 3B Capital and Beavis Morgan LLP to control Dowgate a Regulated Firm. Such consent has recently been received and completion is expected to take place early next week.

The effect of the disposal on Astaire was to increase its cash balances and leave the Astaire Group with only one remaining operating division - Rowan Dartington, The proceeds of the sale of Dowgate will be retained to cover any potential liabilities in DCL and any regulatory capital requirements which may arise at Rowan Dartington pending its disposal.

5. Rowan Dartington

Rowan Dartington is a private client wealth management and stockbroking business, headquartered in Bristol with 6 branch offices. It provides a wide range of services including discretionary portfolio management, execution-only share dealing, spread betting and trading in specialised instruments such as CFDs (contracts for differences). Rowan Dartington advises clients on tax efficient investing. As well as dealing directly with private clients, charities and pension funds, it has a dedicated team providing investment management services to a network of independent financial advisers for the benefit of their clients. Settlement and nominee services are handled in-house.

As previously disclosed, Rowan Dartington suffered from shortcomings in a back office system, which led to substantial remediation costs and a GBP511,000 fine from the Financial Services Authority announced on 7 June 2010 and a provision of GBP1.04 million in respect of potentially irrecoverable debtor balances. Although no clients lost money as a result of this, remedial action relating to internal record keeping as well as the system failures have taken their toll on management and staff morale as well as having a financial impact. Above all, Rowan Dartington is a "relationship business" dependent on the rapport between front office staff and clients and this led to the Astaire Group Board favouring an offer with the strongest support from key revenue generating personnel as being the most likely to be capable of reaching a satisfactory conclusion and give long term value to Shareholders, even though it does not result in any initial cash consideration being received.

Rowan Dartington had discretionary managed portfolios with a value of approximately GBP227 million as at 31 December 2010 and holds further securities registered in its nominee accounts on behalf of other clients. Its turnover, losses and assets as at the dates shown were:-


Year ended Year ended Year ended
31 Dec 2008 31 Dec 2009 31 Dec 2010
(audited) (audited) (draft & unaudited)
GBP'000 GBP'000 GBP'000
--------------- ------------- ------------- ---------------------
Turnover 5,880 6,147 6,469
--------------- ------------- ------------- ---------------------
Pre tax loss 1,361 2,319 1,092
--------------- ------------- ------------- ---------------------
Net assets at
year end 3,971 1,664 1,617
--------------- ------------- ------------- ---------------------

Over the last 12 months, efforts have been made to reduce operating costs such that apart from exceptional costs including the recently notified additional FSCS levy of approximately GBP250,000. Rowan Dartington is currently operating at or around break-even level. The Astaire Group Board believes there is significant scope for improvement in Rowan Dartington's performance under its new direction and ownership following the sale. This is expected to be achieved by the appointment of a Chief Executive who is a significant shareholder in the new ownership structure of the business, a reincentivised employee pool, additional capital and the ability to recruit new account managers who bring new clients to the company. The incentive arrangements for employees comprise the investment of GBP200,000 for loan notes and up to 15% of the issued share capital of the purchaser, Rowan Dartington Holdings Limited ("RDH"). A further GBP600,000 of working capital is being put in by a consortium of private investors led by Graham Coxell.

6. Terms of the proposed Sale

RDH is a new company formed to buy Rowan Dartington, will, subject to certain conditions, acquire 100 per cent. of the issued share capital of Rowan Dartington. Key terms of the proposed sale documentation are set out below:

-- The consideration will comprise GBP1,000,000 in loan notes issued by RDH and shares in RDH representing 30% of its equity share capital. No cash consideration will be payable on completion;

-- The remaining 70% of RDH will be owned by a consortium of private investors led by Graham Coxell and existing staff of RD who will collectively invest GBP800,000 in RDH loan notes to provide the business with working capital going forward;

-- The RDH loan notes are zero coupon and are repayable on the fifth anniversary of completion or, if earlier, a sale of RDH or Rowan Dartington;

-- Rowan Dartington's regulatory capital level will be tested at completion and Astaire will make a payment to RDH if it is below an agreed target level of GBP1,300,000;

-- Additional consideration of up to GBP1,000,000 in cash is payable to Astaire should Rowan Dartington locate any of the irrecoverable debtor balances prior to 30 June 2011;

-- On completion, Astaire will pay approximately GBP650,000 in cash into an escrow account. This will be used to fund the purchase of certain Isambard investments. The investments purchased will be transferred into the name of Astaire;

-- In the event that a specified contingent liability crystalises within RD and Astaire elects to fund the cash costs of this, Astaire has the right to subscribe GBP100,000 in cash for a further GBP200,000 in loan notes

-- The completion of the Sale is subject to (i) the approval of Astaire Group Shareholders at the General Meeting (ii) the passing of a resolution approving the Sale at a general meeting convened by Evolve and (iii) the granting of controller consent by the FSA to RDH and its controlling shareholders;

-- Astaire has given certain warranties and indemnities, including a tax indemnity, effective for a period of between three and five years to RDH. Liability under these is capped at GBP1,000,000 and Astaire can elect to satisfy any claim by giving up RDH loan notes on the basis of GBP2 in loan notes for each GBP1 of claim and, should the RDH loan note be fully cancelled or transferred, by giving up its equity stake in RDH on the basis of 0.3% of RD Newco for each GBP5,000 of claim. Thus, should it choose, Astaire can satisfy its maximum liability under the warranties and indemnities without making further cash payments;

-- Astaire has also given a non-compete and non-solicitation of staff undertaking for three years following completion;

-- Astaire and the other RDH shareholders will enter into a shareholders' agreement. Under this agreement and RDH's articles of association;

-- Astaire will have the right to appoint a director to the board of RDH and to receive certain financial information to monitor its investment in RDH;

-- Astaire will have certain minority protection rights;

-- Astaire will have certain pre-emption rights on the issue of new shares or other securities by RDH;

-- Astaire agrees not to hold any interest in any competing business or solicit employees of Rowan Dartington while it remains a shareholder in RDH .

7. Effect of the sale on Astaire Group and Investing Policy

On completion of the Sale (and subject to completion of the Dowgate disposal), Astaire Group will no longer consolidate any trading companies. Astaire Group's assets following the Sale are estimated to comprise approximately GBP930,000 in cash (including approximately GBP400,000 held within DCS, which would leave the Group on completion of that sale), its investment in CS Holdings, which (as explained above) holds a further GBP3 million in cash pending payment of legal fees and resolution of the litigation plus a further GBP362,000 (net) due under the Astaire Securities sale escrow arrangements and options / warrants in a number of quoted companies, the preference shares and loan stock referred to in paragraph 6 above and some other investments (including the Isambard investments referred to above) that may not be readily realisable. Astaire Group's assets would also be increased by the successful completion of the sale of DCS by GBP675,000 (before expenses) and the further GBP225,000 held in escrow. The Astaire Group Board considers it inappropriate to invest the cash held by CS Holdings in anything other than low risk bank deposits and liquid money market instruments pending the outcome of the litigation.

If and when the DCS sale proceeds are received and as and when the Izodia litigation has been resolved, and having regard to all the warranty periods and escrow arrangements, as well as any obligations DCL may have in respect of a lease on premises at 46 Worship Street, London, EC2A 2EA and dealing with the taxation matters referred to above, the Astaire Group Board will consider steps to return any available excess cash to Shareholders. Due to its accumulated losses, Astaire Group would not be able to make any distributions without first seeking approval from Shareholders and from the court for a reduction of capital. Tax considerations for Shareholders would also be taken into account.

As explained above, following completion of the Sale, Astaire Group will become an "investing company" as defined in the AIM Rules as a result of the disposal of substantially all of its trading businesses.

In the context of the Company's strategic intention to seek to return any available excess cash to shareholders and the deferred nature of any cash consideration receivable under the arrangements relating to Rowan Dartington, the Company's investing policy is to continue to hold its present investments until they can be realised, acquiring additional investments only when contractually required to do so (for example in relation to the Isambard Investments referred to in paragraph 6 above) or in order to obtain value for any warrants and options which are "in the money" (i.e. capable of being exercised to buy securities at prices which give Astaire a profit on disposal).

The Astaire Group's investments include both quoted and unquoted securities such as warrants to acquire quoted shares, an investment in Euroclear PLC and sundry holdings owned by companies acquired by Astaire Group as well as its ongoing investment in RDH shares and loan notes described in paragraph 6, following the completion of the Sale.

In view of the nature of the investments and the intention to wind down the portfolio, the investing policy does not include any specific exposure limits to individual investments. Generally the management of the investments will be passive in nature, (i.e. with no active involvement by Astaire in the underlying investee companies). However, this will not preclude Astaire from appointing directors to investee companies (as is intended in respect of RDH as part of its investment monitoring process) or from taking any steps it sees fit to protect the value of its investments or to promote their disposal. Astaire does not intend to take on any gearing, other than short term use of overdraft facilities as part of its normal cash flow management.

While the Board intend to sell its present investments and any new investments as soon as reasonably practicable with a view to returning cash to shareholders, it does not intend to dispose of any investments at forced sale prices in order to accelerate this process. The proposed investing policy contains no specific deadlines for any disposals as the Board considers that these could be detrimental to their efforts to secure reasonable prices. The cash held by Astaire Group (including the proceeds of any disposals) will be held in bank deposits or invested in liquid securities. Such liquid securities may include equity investments but are likely to be predominantly debt instruments such as gilts.

In due course the Board will be reviewing its remaining cost base and may also consider as a part of this putting proposals to Shareholders for delisting the Company's Shares from trading on AIM.

8. Recommendation

The Astaire Group Directors consider the terms of the Sale to be fair and reasonable. The Astaire Group Directors unanimously recommend that Shareholders vote in favour of the resolutions to be proposed at the General Meeting.

[markt] 20/1/2011 14:23

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[lr4850] 03/12/2010 17:33

Things aren't as bad as I thought with the quality of staff they have as in todays recent RNS ;-)