RNS Number : 1162E
  Prestbury Holdings PLC
  23 September 2008
   





    23 September 2008

    Prestbury Holdings PLC 
    ("Prestbury" or "the Company")

    Transfer of appointed representatives

    Further to the announcement on 11 September 2008, the Company announces that its wholly owned subsidiary Prestbury Financial Limited
("PFL")  has entered into a conditional agreement (the "Agreement") to consent to the transfer up to 80 appointed representatives ("ARs")
affiliated with PFL to Personal Touch Financial Services Limited ("PTFSL") (the "Transfer"). 

    Principal terms of the Transfer

    Under the terms of the Agreement, PTFSL will from completion of the Agreement enter into discussions with each AR with a view that it
will transfer its agency or sub agency business from PFL to PTFSL's network.

    In the event that an AR elects to transfer to PTFSL's network, PFL has agreed to permit the transfer on the basis that commission
payments owed by PFL to the AR in respect of completed business will be paid by PTFSL, subject to a cap of �500,000, in aggregate. The
amount of commission owing to a particular AR to be paid by PTFSL will depend on the individual AR agreement entered into between PTFSL and
that particular AR. Any commission which is currently owing from PFL to its ARs and which PTFSL does not agree with the transferring ARs to
pay, will remain owing by PFL to the ARs concerned. 

    In order to assist PTFSL in securing the transfer of the ARs to their network Lee Birkett and Kevin Sample, both currently executive
directors of the Company, have agreed to manage a Personal Touch National Sales Centre. Mr Birkett and Mr Sample will be remunerated by
PTFSL on a commission basis in accordance with its normal commercial terms. 

    Completion of the Agreement ("Completion") is conditional on adequate disclosure being made to the Financial Services Authority ("FSA")
and the FSA not raising any objections to the transfer of the ARs. It is expected that Completion, at which PFL will consent to the transfer
of its ARs to PTFSL, will occur tomorrow.  

    Prestbury Investment Management Limited

    PTFSL will require those ARs that transfer to its network to, save for certain limited circumstances, use Prestbury Investment
Management Limited ("PIM"), a company owned and controlled by Mr Birkett, as their approved mortgage packaging provider for a period of not
less than 12 months from the date of transfer.

     As reported in the final results for the 14 month period ended 31 December 2007, announced on 22 July 2008, the Company has a loan of
approximately �850,000 due from PIM. 

    The Company entered into an agreement with PIM and Mr Birkett in July 2008 which provides that no distributions are to be declared, made
or paid by PIM, without the consent of the independent directors of Prestbury, until the loan of approximately �850,000 made by Prestbury to
PIM, which is currently outstanding, has been repaid. In addition, as part of that agreement Prestbury has an option, exercisable on the
occurrence of one of a limited number of events up to July 2020, to acquire PIM for �1. 

    Reasons for the Transfer

    In light of the insolvency advice provided to the directors of the Company (the "Directors"), the Directors have concluded that PFL is
unable to continue to trade in its current form and in order to seek to preserve shareholder value, they believe that the Transfer is in the
best interests of the Company and its shareholders.

    The Company and its subsidiaries (together the "Group") had cash in hand of approximately �40,000 on 30 June 2008. The Directors
estimate that following completion of the Transfer and the proposed staff changes (discussed below), the Group will have approximately
�10,000 of cash before taking account of any receivables and liabilities remaining with the Group.

    Trading activities following the Transfer

    Following the Transfer, the Company will not have a principal trading business and PFL will cease to be FSA regulated. 

    In the event that certain ARs do not transfer their agency or sub agency to the PTFSL network then any commission payments due to those
ARs will remain a liability of PFL. The amount of commission owing to a particular AR to be paid by PTFSL will depend on the individual AR
agreement entered into between PTFSL and that particular AR. Any commission which is currently owing from PFL to its ARs and which PTFSL
does not agree with the transferring ARs to pay, will remain owing by PFL to the ARs concerned.  The income from the mortgage or life
insurance provider in relation to the business that has been written by the AR will remain a receivable of PFL.

    In order to ensure that amounts due to PFL are collected, Prestbury will retain one employee to actively manage this process. In
addition, to ensure an orderly handover and runoff the FSA will require PFL to maintain adequate insurance cover and have access to
appropriate compliance advice. The Company intends to retain the services of an external consultant to provide these compliance services.

    As the Company will have limited working capital available to it following the Transfer its ability to meet its obligations as they fall
due will principally depend on the collection of the debts referred to above. In the event that the forecast levels of income are not
achieved this is likely to have a material adverse effect on the financial position of the Company.

    Investing Strategy 

    Following the Transfer, the Directors believe that the Company could be attractive to a number of potential targets/investments.

    The Directors intend to seek to acquire another company or business in exchange for the issue of ordinary shares in a single transaction
(a "reverse takeover"). The Directors' main investment criteria are: 

    *     A business or group of businesses operating in the financial services sector;

    *     Businesses which require little or no funding in excess of the cash resources available to the Company following the Transfer;
and

    *     Businesses whose growth prospects, if achieved, will be earnings enhancing for shareholders.

    Any acquisition by the Company will be put to shareholders for their approval at the appropriate time.

    Under the AIM Rules, the Company will have to make an acquisition or acquisitions which constitute a reverse takeover or otherwise
implement the above investing strategy to the satisfaction of the London Stock Exchange within 12 months of the date of the Transfer,
failing which trading in the Company's shares on AIM will be suspended for up to six months. If a reverse takeover has not been made by that
time trading in the Company's shares will be cancelled.

    Board and staff changes

    Board

    Upon the completion of the Transfer, Maggie Cresswell will resign as a Director of the Company.  

    In addition, with effect from 20 October 2008 (or earlier if permitted by the FSA), Lee Birkett and Kevin Sample will cease to be
executive directors but will remain as non-executive directors of the Company.  

    The Board will then comprise:

    Francis Maude, non-executive Chairman (Independent)
    Lynne Birkett, Finance Director 
    David Anderson, non-executive director (Independent)
    Lee Birkett, non-executive director
    Kevin Sample, non-executive director

    Employees

    As part of the Transfer arrangements Mr Birkett and Mr Sample will, with effect from 20 October 2008 (being a period during which PFL
will conduct handover work with regard to the Transfer)(or earlier if permitted by the FSA),  cease to be employees of PFL and in order to
preserve cash in the Company have agreed to waive, with effect from that date, their entitlements under their contractual notice periods and
any right to receive compensation for loss of office.

    As previously stated, if all or most of the ARs transfer to PTFSL, the Company will cease to have a trading business and as a
consequence will be making all but 2 of its existing 12 employees redundant.

    A circular including resolutions to approve the Company's proposed investment strategy will be sent to shareholders in due course.

    Trading in the Company's shares will remain suspended until the announcement of the interim results for the six month period to 30 June
2008 and clarification of the Company's financial position.


    Further enquiries

 Prestbury Holdings plc            Telephone


 Lee Birkett (Chief            01625 591 400
 Executive)

 John East & Partners Limited
 David Worlidge
 Simon Clements
                               020 7628 2200


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
MSCZXLFLVKBEBBZ
Prestbury (LSE:PBH)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Prestbury Charts.
Prestbury (LSE:PBH)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Prestbury Charts.