Statement re. Suspension
14 Janvier 2004 - 5:20PM
UK Regulatory
RNS Number:2461U
Maisha PLC
14 January 2004
MAISHA PLC
PEARL MICRO SOLUTIONS LIMITED
It was announced on 19 December 2003 that in relation to the acquisition by
Maisha plc ("Maisha") of the entire issued share capital of Pearl Micro
Solutions Limited ("Pearl") ("the Acquisition"), pursuant to the terms of the
agreement (the "Acquisition Agreement") dated 24 July 2003 between Salman
Mahmood and Gamma Ventures Limited (1), Faheem Ahmad (2) (together "the
Vendors") and Maisha (3), Maisha had been advised that the net asset value of
Pearl as at the date of completion of the Acquisition, being 26 August 2003, was
likely to have been materially below the requirement of #55,000 under the
Acquisition Agreement.
As at the date of the announcement Maisha had not received the formal
certificate ("the Certificate") from the auditors certifying the net asset value
at 26 August. The announcement also stated that the directors of Maisha intended
to conduct a review of the performance of Pearl since the date of completion of
the Acquisition and that Salman Mahmood and Faheem Ahmad, who gave the net asset
value warranty contained in the Acquisition Agreement, had been reminded of and
have acknowledged their obligations to pay in cash a sum equal to the shortfall
as evidenced by the Certificate.
To date Maisha has still not received the Certificate but its enquiries indicate
that there are other matters which, prima facie, constitute breaches of the
Acquisition Agreement on the part of the Vendors. It has not been possible, thus
far, to clarify these matters satisfactorily with the Vendors but the directors
of Maisha consider the effect of these matters to be of sufficient significance
as to place doubt on the ability of Pearl to continue to trade.
One of the Vendors, Salman Mahmood, resigned as Chief Executive and as a
Director on 12 January 2004, whilst reserving his rights as to certain claims
which he alleges he has against Maisha. The Company considers that his
allegations are without merit but has accepted his resignation and the
termination of the service agreement.
Under these circumstances, the directors of Maisha have today requested a
temporary suspension of dealings in Maisha shares on the Alternative Investment
Market. Maisha has cash balances of approximately #600,000 at present and
continues to have sufficient resources for its own requirements.
14 January 2004
Enquiries:
A H Drummon
Keith, Bayley, Rogers & Co Limited (020) 7871 2232
This information is provided by RNS
The company news service from the London Stock Exchange
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