8th Sep 2008 16:08
8 September 2008
Corvus Capital Inc
Sale of shares in Commoditrade to Bluecrest Capital Management Limited
Corvus Capital Inc ("Corvus" or the "Company") announces that it has disposed of 76,000,000 ordinary shares ("CMM Shares"), in Commoditrade Inc ("CMM") to Bluecrest Capital Management Limited ("Bluecrest"). Corvus retains one CMM ordinary share.
The terms of the sale are as follows:
Bluecrest will pay to Corvus by way of initial consideration £6.84 million being £0.09 per CMM Share, payable in cash within seven days of the disposal (the "Initial Consideration"). The Initial Consideration per share is a premium of 7.5 per cent over the closing middle market price of 8.375p for a CMM share on AIM on 5 September 2008.
On a subsequent sale (including by way of a buyback of shares or cancellation by way of scheme or plan of arrangement) by Bluecrest of all or some of the CMM Shares in excess of £0.15 per share, Bluecrest will pay to Corvus an additional amount of 30 per cent of the excess amount, subject to a cap on the additional consideration of £0.06 per share.
Bluecrest will pay to Corvus £0.06 per CMM Share if the closing price per share of the ordinary shares of CMM listed on AIM (or if the CMM Shares cease to be listed on AIM, such other market as the CMM Shares may be listed on from time to time) is £0.45 or above for five consecutive trading days, the last such day being the "Final Day", except that such further consideration shall only be payable in respect of the number of the CMM Shares owned by Bluecrest at the close of trading on the Final Day. If payment is made under this provision, there will be no additional payment to Corvus when and if the CMM Shares are sold.
Accordingly, the maximum further consideration payable is £4.56 million and the maximum aggregate consideration payable is £11.4 million.
There is no requirement for the triggers for the further consideration to occur within a particular timeframe.
In the period in which Corvus held the CMM Shares CMM paid one dividend of 1.5p per share, being £1.14 million in aggregate payable to Corvus.
The CMM Shares were marked to market in the Company's books. As per the Company's interim statement for the six months ended 31 March 2008, the CMM Shares were valued by Corvus at £8.93 million.
Following receipt of the Initial Consideration, Corvus will have cash resources of approximately £7 million and investments in the following AIM companies: Canisp plc, Conival plc, DiamondTech Inc, Sirius Petroleum plc and Roeford Properties plc. Corvus also has interests in Highway Capital plc (which is fully listed) and a small number of private companies. As previously announced and as approved by shareholders, it is Corvus' strategy to dispose of its investments in order to generate the risk capital resources to target larger scale assets or companies than the Company has previously targeted. The proceeds of the sale of the CMM Shares will be applied to the pursuit of this strategy and for working capital purposes.
Enquiries:
|
Adrian Collins, Chairman, Corvus Capital Inc. www.corvus.com |
tel: +44 (0) 870 389 6999 |
|
John Bick, Hansard Group |
tel: +44 (0) 7917 649362 |
|
James Harris, Strand Partners Limited |
tel: +44 (0) 20 7409 3494 |
Related Shares:
FOR.L