SOR Supporta

 

TIDMSOR 
 
RNS Number : 3832P 
Supporta PLC 
24 March 2009 
 

Supporta plc ("the Company" or "Supporta") 
 
 
24 March 2009 
 
 
Disposal 
 
 
The Company today announces the disposal of its wholly owned 
subsidiary, Supporta Professional Services Limited ("SPSL") and SPSL's wholly 
owned subsidiary, Bay Associates Consulting Limited ("BACL") to Princely 
Holdings Limited ("the Purchaser") (the "Disposal'). 
 
 
SPSL and BACL carry out the Company's architectural and engineering consultancy 
operations respectively. For the year ended 31 March 2008 BACL and SPSL made a 
profit before tax of GBP97,063 and a loss before tax of GBP2,509,993 
respectively. At 31 March 2008 BACL had net assets of GBP780,733 and SPSL had 
net liabilities of GBP498,227. 
 
 
The maximum consideration receivable in respect of the Disposal is GBP408,718, 
payable wholly in cash.  In addition, under the terms of the disposal agreement 
certain debts, amounting to approximately GBP349,000 will be paid over to the 
Company if they are successfully recovered by the Purchaser, thereby potentially 
increasing the consideration receivable. Details of the consideration structure 
are set out below: 
 
 
  *  GBP100,000 payable six months after completion; 
  *  GBP204,359 payable quarterly further to the collection of debts and subject to 
  the first GBP100,000 being paid into an escrow account from which the Purchaser 
  can fund dilapidations on the exercise of break clauses in leases and adjustment 
  further to completion accounts; and 
  *  GBP104,359 payable on completion's first anniversary subject to adjustment 
  further to completion accounts. 
 
 
 
The proceeds from the sale will be used to pay down the Company's debt. 
 
 
Further to the announcement made on 4 September 2008, the Board of Supporta 
confirms that it remains in discussions which may or may not lead to an offer to 
acquire the issued and to be issued share capital of the Company. 
 
 
Shareholders should note however, that the approach/approaches is/are 
preliminary in nature and subject to a number of conditions which may or may not 
prove capable of being satisfied. Accordingly, no assurances can be given that a 
formal offer will be forthcoming or that any transaction will occur. 
 
 
For further information, please contact: 
 
 
Supporta plc 01527575232 
Clive Grace, Chairman 
John Jasper, Chief Executive 
 
 
Brewin Dolphin Investment Banking     0845 213 4730 
Matt Davis 
Sean Wyndham-Quin 
 
 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1% or more of 
any class of "relevant securities" of  Supporta, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 pm (London time) on the London business day 
following the date of the relevant transaction. This requirement will continue 
until the date on which the offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the "offer period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of Supporta, they will be deemed to be a single person for the 
purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Supporta by the offeror or the offeree company, or by any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
ENDS 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 DISJIMJTMMBTBTL 
 

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