STBR Southern Br

 

TIDMSTBR 
 
RNS Number : 1230N 
Southern Bear PLC 
04 June 2010 
 

Southern Bear plc ("Southern Bear" or the "Company") 
 
Amendment to Towerinput Sale and Purchase Agreement 
 
The Company announced on 23 February 2010 that it had disposed of the entire 
issued share capital of a number of its subsidiary companies. In particular, 
pursuant to a share sale agreement dated 23 February 2010 ("the Original 
Agreement") between the Company and CFC 0083 Limited ("CFC"), Towerinput Limited 
("Towerinput") was sold to CFC, a company controlled by Mr Mark Rickards, a 
director of Towerinput. 
 
Pursuant to the Original Agreement the consideration for the disposal of 
Towerinput was GBP1 with additional consideration of up to GBP200,000 being 
payable to the Company over a two year period in four equal six monthly 
instalments commencing on 23 February 2011.  However, it was also agreed that 
the additional consideration may be reduced to GBP100,000 if such payment was 
made within 9 months of the date of the Original Agreement. 
 
The Company has today entered into a supplemental agreement ("Supplemental 
Agreement") with CFC, XL Secretaries Limited, CF Secretaries Limited and John 
Christopher Green amending certain of the terms of the Original Agreement.   Mr 
John Green, whose company XL Secretaries Limited previously provided company 
secretarial services to Southern Bear, was a director of Towerinput until 
November 2009 and is also a shareholder of that company.  The amendments to the 
Original Agreement are as follows: 
 
(i) the Company agrees to accept GBP145,000 from CFC immediately in full and 
final settlement of outstanding consideration due under the Original Agreement; 
 
(ii) the GBP145,000 referred to above is to be satisfied by (a) GBP70,000 in 
cash, and (b) the release of the Company from its obligations to pay the 
aggregate sum of GBP75,000 to XL Secretaries Limited and/or CF Secretaries 
Limited;  and 
 
(iii) save for an amount of GBP15,000 (plus VAT), and GBP20,000 nominal amount 
of convertible loan notes of the Company issued to John Green, all other 
financial or other obligations of liability due from the Company to XL 
Secretaries Limited, CF Secretaries Limited, CF Consultants or Mr John Green are 
waived. 
 
In addition, the Company had previously granted a guarantee to Clydesdale Bank 
plc ("Clydesdale") in respect of any obligations of Towerinput and Towerinput 
Distribution Limited (a company also sold to CFC on 23 February 2010 which was 
subject to a separate sale and purchase agreement but which had no arrangements 
for additional consideration) owed to Clydesdale.  Mr Rickards has entered into 
a personal guarantee in favour of the Company ("Personal Guarantee") to 
personally guarantee and indemnify the Company in respect of any and all 
obligations of the Company owed to Clydesdale under the Company's guarantee to 
Clydesdale.  The Company has agreed to release Mr Rickards from his obligations 
under the Personal Guarantee upon termination of the Company's guarantee to 
Clydesdale. 
 
As both Mr Rickards and Mr Green were directors of subsidiaries of the Company 
within 12 months prior to the date of entering into the Supplemental Agreement 
and the Personal Guarantee, both the Supplemental Agreement and the Personal 
Guarantee are classed as related party transactions for the purposes of the AIM 
Rules for Companies.  The members of the Board have consulted with the Company's 
Nominated Adviser, Grant Thornton UK LLP, and consider the terms of the 
Supplemental Agreement and the Personal Guarantee to be fair and reasonable 
insofar as the shareholders are concerned. 
 
For further information please contact: 
 
Southern Bear plc 
Steven Hancock - Executive Director 
Tel: +44 (0) 1926 888302 
 
Nominated Adviser: 
Grant Thornton Corporate Finance 
Gerry Beaney/Adam Suggett 
Tel: +44 (0) 20 7383 5100 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 AGRBUGDLUBGBGGS 
 

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