Disposal of PLUS Trading Solutions Ltd
First Published 15th June 2012
Statement from Plus Markets Group on closure of PLUS Stock Exchange & disposal of PLUS-TS to FORUM
London - Plus Markets Group has announced that it has disposed of PLUS Trading Solutions Limited ("PLUS-TS"), its wholly-owned trading technology platform, to FORUM Trading Solutions Limited ("FORUM") (the "PLUS-TS Disposal").
Subject to completion of the proposed sale of PLUS-SX to Icap as announced on 18 May 2012 (the "Proposed Disposal"), which requires shareholder approval and agreement from the FSA, PLUS-TS is entering into a contract, for a minimum term of nine months, to provide technology platform services to ICAP in continued support of PLUS-SX's markets. In this situation, the consideration for the PLUS-TS disposal will be £281,251, comprising initial consideration of £1 and deferred consideration of £281,250. The deferred consideration will be payable as a share of the revenue received by FORUM under this contract and will be received monthly in equal instalments over the nine month term. This will result in a further increase in the cash balances of the Company.
Should the Proposed Disposal not complete and orderly closure continue, FORUM will continue to provide the services currently provided by PLUS-TS to PLUS-SX, on the same terms as previously agreed between the parties on an intra-group basis. In this situation, the consideration for the PLUS-TS Disposal will be nominal consideration of £1 while the Group will benefit from the cost savings of approximately £54,000 in relation to the continuing services required by PLUS-SX until its closure.
The assets subject to the transaction are £48,000 with the Group retaining any outstanding liabilities up to the date of disposal. PLUS-TS has no attributable profits and is loss making.
FORUM founder shareholders consist of Hirander Misra, the former co-founder and COO of Chi-X Europe, Tony Harrop, the Chief Technology Officer of PLUS Markets Group plc (and also currently a director of PLUS-TS), Richard Atkins, formerly Head of Trading System Management & Development at the London Stock Exchange and all eight employees of the PLUS-TS technology team.
The PLUS-TS Disposal constitutes a related party transaction under the AIM Rules for Companies as a result of Tony Harrop being a director of PLUS-TS. The directors of the Company, having consulted with the Company's Nominated Adviser, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned. The Nominated Adviser has taken into account the director's reasonable commercial judgement.
The Company would like to reiterate that should the Proposed Disposal complete, the Company will receive, in aggregate, £281,251 and would result in an increase in the cash balances of the Company under the terms of the PLUS-TS Disposal and the removal of PLUS-TS from the Group's ongoing operating costs.