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Further to the Company's announcement of 18 May 2012, the Company announces that it has agreed with ICAP Holdings Limited ("ICAP") that ICAP will increase the consideration in connection with the proposed sale of the Company's wholly owned subsidiary PLUS Stock Exchange plc ("PLUS-SX") (the "Proposed Disposal").
The revised total consideration is GBP500,000, an increase from the headline nominal GBP1 as announced on 18 May 2012. In addition, ICAP will continue to accept the existing liabilities of PLUS-SX, the future liabilities and the costs of recapitalisation as part of the Proposed Disposal.
The Company confirms that the additional consideration due from ICAP will not increase the amounts payable by the Group to its management, advisers or to any third party, but the full amount of such additional consideration will increase the cash balances of the Group, as disclosed in the circular to shareholders dated 31 May 2012, from approximately GBP640,000 to approximately GBP1,140,000 following completion of the Proposed Disposal. The above estimated cash balances are subject to the caveats in relation to the ongoing operating costs of the Company.
The terms of the Sale and Purchase Agreement have been modified to reflect the increase in purchase price.
The general meeting of the Company scheduled for 9 a.m. on Monday 18 June 2012, details of which are set out in the notice of general meeting sent to Shareholders on 31 May 2012, will take place as anticipated
The Board repeats its recommendation that approval of the Proposed Disposal is in the best interests of Shareholders.
The Group continues to have discussions with a limited number of interested parties that may lead to the disposal of one, or both, of its other subsidiary companies, PLUS-TS and PLUS-DX. As indicated in previous announcements, the Board continues to explore possible asset disposals that would be in the best interests of shareholders in order to preserve and maximise any remaining shareholder value. However, there can be no certainty of any additional transactions being completed.
Further updates will be made in due course.
Defined terms in this announcement have the same meaning as in the Circular posted to Shareholders on 31 May 2012 in relation to the Proposed Disposal of PLUS-SX. This information should be read in conjunction with that in the Circular posted to Shareholders on 31 May 2012.
Copies of this announcement will be sent to shareholders and made available on the Company's website www.plusmarketsgroup.com
