Early settlement of TMS Earnout

RNS for Immediate Release on Friday 2 December 2011

Quindell Portfolio Plc

("Quindell" or the "Group")

Early Settlement of TMC Earnout

Quindell Portfolio Plc (AIM: QPP.L), the brand extension company, is pleased to announce that it has agreed an early settlement ("Settlement") of the earnout payable under the agreement (the "Agreement") entered into between it and TMC (Southern) Limited ("TMC") on 1 April 2011 for the acquisition by Quindell of the beneficial interest to certain contracts held by TMC.

Under the terms of the Agreement, TMC was entitled to receive up to 140 million new ordinary shares in Quindell subject to achieving a target contribution of £1.2m ("Earnout Target") and the assignment or novation of certain contracts to the Group. After the first seven months of the 12 month earnout period, TMC has achieved approximately 57 per cent. of the Earnout Target and the recent performance of the contracts being acquired under the Settlement (the "Contracts") was consistent with achieving the remainder of the Earnout Target by 31 March 2012.

Under the terms of the Settlement, TMC has assigned or novated the Contracts, and transferred key staff and other business assets, into one of its subsidiaries which Quindell has agreed to acquire for the issue of 140 million Quindell shares (the "Earnout Shares") to TMC. In addition, TMC has given a warranty that the profit from the Contracts over the remaining five months of the assessment period, will enable the Earnout Target to be met. In the event that the warranted Earnout Target is not met, the Group will receive cash compensation from TMC equal to seven times the shortfall. In addition, Quindell also has an option to acquire the entirety of TMC using Quindell shares should an offer be received for the purchase of TMC from a third party within the next two years.

TMC and Quindell have also agreed that certain contracts will remain with TMC and will not be transferred or novated to Quindell. This follows the announcement on 26th October 2011, in which Quindell stated that it was diversifying away from revenues in relation to door-to-door selling as an agent for the big six utility companies. In that announcement, reference was made to the potential receipt of a significant one-time payment in relation to the closure of these prior activities, although there was no reliance on any one-time payments to meet current market expectations. As part compensation, TMC has agreed to pay Quindell £2m to be settled in cash no later than 31 March 2012, replacing any one-time payment that Quindell may have received in relation to the closure of these activities.

Notwithstanding the above, the Group remains actively engaged in the provision of advice to consumers in relation to utilities through its consumer brand Home Advisory Service, and it continues to act as "consumer's champion" as demonstrated by its recent contribution to the BBC's programme Rip off Britain in which we highlighted the benefits and pitfalls of smart metering for utilities.

Robert Terry, Chairman and Chief Executive of Quindell commented:

"We are delighted with the performance of the Contracts since April and the early settlement of the earnout. The acquisition of these Contracts will enable the Group to drive further integration of its Home Advisory Service and Business Advisory Service operations and allow Quindell to focus on SME business opportunities and our consumer advisory role. In addition, we are pleased to have reached an agreement in relation to the move away from acting as a door-to-door sales agent for the big six utility companies earlier than expected as this ensures we can provide truly independent advice. Our focus as a Board remains on delivering the best deals for business and consumer customers so our interests are aligned with theirs. "

Application has been made for the Earnout Shares to be admitted to trading on AIM. Admission of the Earnout Shares is expected to occur on 8 December 2011. Following the issue of the Earnout Shares, Quindell will have 1,868,998,500 ordinary shares in issue. This is the number which should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules. The Earnout Shares are subject to lock-in arrangements for 12 months from today's date.

For further information:

Notes to Editors:

About Quindell Portfolio Plc

Quindell, the Brand Extension Company, helps its clients, investments and partners to utilise their brands, enabling them to achieve greater sales, extend the brand into new product offerings and take advantage of alternative routes to market including white labeling, franchising and using broker and agency channels.

Quindell also provides clients with its cloud based technology to deliver the necessary framework to support the online, office and field based sales and service expectations of both its clients and their customers in an efficient and cost effective manner.

In addition to extending the customer wallet share of its clients' brands, Quindell's solutions are focused on generating improvements in efficiency and effectiveness for all of its clients, and savings of over 20% against industry norms are targeted. 

The Group's consultancy arm drives the business transformation of its clients, and is supported by its leading edge technology, technology enabled outsourcing, membership schemes, social media and e-commerce with out of the box implementations.

The Group currently works with more than 1,800 companies from SMEs to national and international brands around the globe, and its solutions are applied in the following sectors and their related supply chains: 

·; Technology, Telecommunications and Utilities

·; Finance, Insurance and Legal Services

·; Leisure, Retail and E-commerce

·; Education

Quindell Portfolio joined the market through Mission Capital plc. The Group was readmitted to the market on 17 May 2011 following the Company's acquisition of the whole of the issued share capital of Quindell Limited. On 18 July, the Company was renamed Quindell Portfolio Plc.

For further information, please visit www.quindell.com 

ENDS