Business
Disposal of Promotional Marketing Division
Disposal of Promotional Marketing Division.
About this update from Altitude Group Plc
[{"type":"text","content":"\n \nRNS Number : 9526I Altitude Group PLC 23 June 2011 \n \n\n23 June 2011 \n \nAltitude Group plc\n(\"Altitude\" or the \"Company\" or the \"Group\")\n \nDisposal of Promotional Marketing Division (the \"Disposal\")\nand \nNotice of General Meeting\n \nAltitude (AIM: ALT), the promotional merchandise and marketing solutions group, announces that it has entered into a conditional sale and purchase agreement (the \"Sale and Purchase Agreement\") to dispose of the Promotional Products Division (the \"PPD\") to Stridage Holdings Limited (\"Stridage\"), which is a new company established to effect the purchase and which is partly owned by certain members of the management teams of these businesses. The Consideration for the PPD is £6.27m (subject to a net asset adjustment at completion). \n \nFurther details of the Disposal and the terms of the Sale and Purchase Agreement, including details of the Consideration, are set out below under the heading \"Principal Terms of the Disposal\".\n \nAs, inter alia, the Promotional Products Division accounted for approximately 84 per cent. of the Group's revenues in the year ended 31 December 2010, the Disposal constitutes a fundamental change of business under Rule 15 of the AIM Rules and is therefore conditional on the approval of shareholders. \n \nAccordingly, a circular is being sent to shareholders later today giving details of the Disposal and convening a general meeting at which the necessary resolution will be put to shareholders. The general meeting has been convened for 10:00 a.m on 12 July 2011. \n \nIn addition, as the Disposal is to a company part owned by Stuart Ross, who is a director of a subsidiary of the Group, it also constitutes a related party transaction under the AIM Rules.\n \n \nPrincipal Terms of the Disposal\n \nPursuant to the Sale and Purchase Agreement between the Company and Stridage, Stridage has conditionally, inter alia, on shareholder approval of the Disposal, agreed to acquire Dowlis and AdProducts (which constitute the PPD). The shareholders of Stridage are Stuart Ross, David Lynn and George Goodfellow, who are members of the senior management of these companies, and Richard Sowerby.\n \nThe Consideration payable under the Sale and Purchase Agreement is £6.27 million, payable as follow...