Fairpoint Group PLC Payment of deferred consideration (2773W)
08 February 2017 - 6:00PM
UK Regulatory
TIDMFRP
RNS Number : 2773W
Fairpoint Group PLC
08 February 2017
8 February 2017
Fairpoint Group plc
Payment of deferred consideration for the acquisition of
Colemans-CTTS LLP
On 17 August 2015 Fairpoint Group plc ("Fairpoint" or "the
Group") completed the acquisition of the trade and assets of
Colemans-CTTS LLP, CT Support Services Limited and the entire
ordinary share capital of Holiday TravelWatch Limited (together
referred to as "Colemans").
The terms of the acquisition ("the Terms") made provision for
deferred and contingent consideration of up to GBP7.0 million
payable subject to the achievement of certain financial and
integration performance criteria ("the Earn-out Consideration").
The Earn-out Consideration comprised two payments of up to GBP3.5
million each, based upon the performance for the 11 month period
ending 30 June 2016 ("the First Earn-out Period") and the 12 month
period ending 30 June 2017 ("the Second Earn-out Period"), to be
satisfied 50% in cash and 50% through the issue of new ordinary
shares ("Earn-out Shares"). The Earn-out Shares were to be issued
at an effective fixed price of 132p per ordinary share.
The Group has entered into a deed of variation to the Terms with
the vendors of Colemans ("the Revised Terms"), which varied the
financial and integration targets, the mix of cash and share
consideration payable, and adjusted the effective fixed issue price
per Earn-out Share to 100p. Based on the Revised Terms, the maximum
consideration payable in relation to the Second Earn-out Period
(subject to the achievement of revised performance criteria) is in
aggregate GBP1.5 million, to be satisfied in cash of up to GBP1.0
million and through the issue of 500,000 new ordinary shares.
The deferred consideration payable in respect of the First
Earn-out Period, based on performance from 17 August 2015 to 30
June 2016, is GBP1.6 million in cash and the issue of 1,540,000 new
ordinary shares at the revised effective price of 100p per ordinary
share. The vendors are restricted from dealing in the shares
allotted at the end of the First Earn-out Period until 30 June 2017
and in the shares allotted at the end of the Second Earn-Out Period
until 30 June 2018.
Application has been made for the 1,540,000 Earn-out Shares
relating to the First Earn-out Period to be admitted to AIM on 13
February 2017. Upon admission of the Earn-out Shares to AIM, the
enlarged issued share capital of the Group, excluding 1,194,167
ordinary shares held in treasury, will be 48,249,518 ordinary
shares. This is the figure which may be used by shareholders as the
denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Group under the FCA's Disclosure and Transparency
Rules.
Enquiries please contact:
Fairpoint Group Plc
Dave Broadbent, Chief Financial Officer 020 3128 8794
Shore Capital (Nomad and Broker)
Mark Percy 020 7408 4090
Edward Mansfield
Panmure Gordon & Co (Broker)
Dominic Morley 020 7866 2500
MHP Communications
Reg Hoare 020 3128 8100
Katie Hunt fairpoint@mhpc.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCOKODNOBKDABK
(END) Dow Jones Newswires
February 08, 2017 02:00 ET (07:00 GMT)
Frp Advisory (LSE:FRP)
Historical Stock Chart
From Apr 2024 to May 2024
Frp Advisory (LSE:FRP)
Historical Stock Chart
From May 2023 to May 2024