Acquisition
11 Agosto 2003 - 7:31AM
UK Regulatory
RNS Number:5255O
Charles Stanley Group PLC
11 August 2003
11 August 2003
Charles Stanley Group plc
Acquisition of business of Nothingventured.com
Acquisition of part of Private Client Stockbroking business of Durlacher
Following the acquisition last month of the EBS Group of companies, Charles
Stanley plc ("Charles Stanley" or the "Company") is pleased to announce that it
has today entered into two agreements with Durlacher Corporation plc
("Durlacher") for the purchase of the business of Durlacher's award-winning
online share dealing service "Nothing Ventured" and for the purchase of part of
their Private Client Stockbroking business.
Under the agreement for Nothing Ventured (the "NV Agreement"), the Company has
agreed to acquire the business and certain assets of the on-line stockbroking
business, for a total of up to #1,000,000 cash consideration. Under the terms of
the NV Agreement the consideration will be satisfied as to: (1) #100,000 on
completion; and (2) the sum equal to 30 per cent. of the annual net income of
the Nothing Ventured business for each of the four years after the date of
completion, less the initial #100,000 paid on completion. Durlacher will retain
any liabilities arising from the operation of its Nothing Ventured business up
to the date of completion.
Charles Stanley has also entered into an agreement ("Broker Agreement") to
acquire part of the business and assets of the Private Client Stockbroking
business of Durlacher for a maximum consideration of #3.5 million in cash. The
consideration under the terms of the Broker Agreement will be satisfied as to:
(1) #250,000 on completion; and (2) a further amount following Completion with
reference to one times the average annual gross revenues generated over the 2
years following Completion by the business and assets disposed of under the
Agreement, less the amount set out in (1) above. Durlacher will retain any
liabilities arising from the operation of its Private Client Stockbroking
business up to the date of completion.
These acquisitions will build on the Company's existing private client
stockbroking business, and extend its internet share trading service.
The Nothing Ventured business being acquired provides execution-only share
dealing services to the public via the internet, and by telephone carried on
under the name Nothing Ventured. The element of the Private Client Stockbroking
business being acquired provides execution-only, advisory and discretionary
stockbroking services to its customers, principally in UK equities, bonds,
traded options and contracts for differences.
In the 12 months ending 30 June 2002, the un-audited management accounts of
Durlacher showed that the Nothing Ventured business generated gross revenues of
approximately #560,000 and a gross profit of approximately #280,000, while the
Private Client Stockbroking business that is the subject of the acquisition
generated gross revenues of approximately #703,000 and a gross profit of
approximately #352,000 At the year-end date, the net assets the subject of both
acquisitions were valued at less than #50,000.
Completion of the NV Agreement is expected to take place on 17 October 2003 and
is conditional upon no objection being lodged to the proposed acquisition by the
Financial Services Authority. Completion of the Broker Agreement is expected to
take place on 26 September 2003 and is conditional upon: (1) no objection being
lodged to the proposed acquisition by the Financial Services Authority; and (2)
the entering into, by certain of the brokers engaged in Durlacher's Private
Client Stockbroking business, of compromise agreements with Durlacher and
contracts with Charles Stanley.
Michael Clark, director of Charles Stanley, commented: "This continues to be an
exciting time of growth for Charles Stanley. As a full service stockbroker,
these acquisitions not only build on our private client capability but also
enhance our position as a substantial provider of internet share dealing
services. We are looking forward to working with our new colleagues"
Enquiries:
Peter Hurst, Finance director
Michael Clark, Director
Charles Stanley Group plc
020 7739 8200
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQPBMMTMMTBBRJ_SN_RNS5255O_SU_RNSTEST_XX_103011.1191_RZ__RT_R.xRoute.001
~