Proposed sale of Assets & Notice of GM

13 January 2012

Proposed sale of the Assets
Proposed Investing Policy
Proposed Board Changes
Proposed change of name to Concha plc
Notice of General Meeting

Hot Tuna (International) PLC (AIM: HTT), a leading surf wear and fashion brand, has today agreed, conditionally upon the approval of shareholders in a general meeting to be held on 6 February 2012 ("General Meeting"), to dispose of the domain names, trade marks ("Intellectual Property Rights") and certain of the Group's stock (collectively "the Assets") to Project J Newco No.10 Limited, a wholly owned subsidiary of Brands Holdings Limited, ("the Purchaser") for a consideration of £950,000 to be satisfied in cash ("the Disposal").

Notice of GM to be held on 06 February 2012

Further details of the Disposal, including details of the Consideration are set out below under the heading "Principal Terms of the Disposal".

Following completion of the Disposal ("Completion"), the Group will have no meaningful trading activities. As a result, the Disposal will constitute a fundamental change of business of the Company. Under Rule 15 of the AIM Rules, this change requires shareholder approval. As a result, in accordance with the AIM Rules and the Companies Act 2006, the Company has today sent a circular to Shareholders setting out the reasons for, and the principal terms of, the Disposal.

Background to and reasons for the Disposal

Following material trading losses in 2010 and 2011, the Board undertook a strategic review of the business and affairs of the Group ("Strategic Review"). Following the Strategic Review and in light of trading below budget and the Board's belief that it would be difficult for the Company to raise new investment from Shareholders for the development of the Hot Tuna brand, the Board announced on 14 November 2011 that the Board believed it was in the Shareholders best interests to seek a buyer for the Hot Tuna brand, assets and liabilities of the Company.

In the Company's final results for the year ended 30 June 2011, announced on 30 December 2011, the Company reported a disappointing year with sales over the year across all geographic regions of £0.21 million (2010: £0.5 million), resulting in an operational loss prior to exceptional items of £0.86 million (2010: loss £1.40 million). Net assets as at 30 June 2011 were £1.36 million (2010: £1.09 million). The value of the Assets was approximately £618,000 (of which approximately £495,000 was the value for the Intellectual Property Rights).

Principal terms of the Disposal

Pursuant to the asset sale agreement between the Company and the Purchaser dated 12 January 2012 ("Asset Sale Agreement"), the Company has conditionally agreed, inter alia, following shareholder approval, to sell the Assets to the Purchaser.

The total consideration receivable by the Company in respect of the Disposal is £950,000 in cash, payable in full on Completion.

The Asset Sale Agreement includes customary warranties and indemnities which have been provided in favour of the Purchaser by the Company.

Immediately following Completion the Company proposes, subject to Shareholder approval, to change its name to Concha plc, as required by the Asset Purchase Agreement.

Use of Proceeds

Certain of the proceeds arising from the Disposal will be used to repay the remaining liabilities of the Group. The Board estimates that after the repayment of current liabilities, transaction fees and payments arising in relation to Completion, the Group will retain cash balances of approximately £600,000.

The Group has also taken steps to reduce central costs in order to minimise expenditure until either an acquisition is completed or it is agreed to distribute the cash assets of the Group to Shareholders.

Investing Company Status, Proposed Investing Policy

Following Completion, the Board will focus on identifying attractive acquisition opportunities for the Company. In addition, the Board will look to satisfy the Group's outstanding liabilities following Completion.

The Board believes it is in Shareholders' interests to examine possible investment opportunities, whilst the process of satisfying residual liabilities continues and the warranty claim period arising from the Asset Purchase Agreement elapses. The Ordinary Shares shall remain trading on AIM.

Proposed Investing Policy

Following Completion, and the passing of the resolutions at the General Meeting, under Rule 15 of the AIM Rules, the Company will become an Investing Company with no material trading activities.

The Board believes that the funds which will remain in the Company could be attractive to a number of potential acquisition targets seeking admission to AIM by reversing into a cash shell.

The Board is therefore seeking shareholder approval for the Investing Policy set out below to examine potential opportunities to be satisfied by the issue of new ordinary shares of the Company and/or cash as appropriate in a single transaction which will amount to a "reverse takeover". The Directors main investment criteria are that such a company should be:

(i) a business operating in the technology, media or entertainment sector within the UK and Europe; and

(ii) one whose growth prospects, if achieved, will be earnings enhancing for Shareholders.

These criteria are not intended to be exhaustive; however the Company may make an investment which does not fulfil all the investment criteria if the Directors believe that it is in the interests of Shareholders as a whole to proceed with such an investment. Any acquisition by the Company will be put to Shareholders for their approval at the appropriate time.

In accordance with AIM Rule 15, the Investing Policy must be approved by Shareholders in a general meeting and the Company must implement the Investing Policy or make an acquisition or acquisitions constituting a reverse takeover under Rule 14 of the AIM Rules within 12 months of the Company becoming an Investing Company.

Failure to do so will result in the suspension of the Ordinary Shares on AIM pursuant to AIM Rule 40. If, following suspension of the Ordinary Shares, they have not been re-admitted to trading on AIM within six months, the admission of the Ordinary Shares to trading on AIM will be cancelled. The Directors will consider whether they should convene a general meeting of the shareholders to consider whether to continue seeking investment opportunities or to wind up the Company and distribute any surplus cash back to shareholders. To complete this process, any liquidation will need to allow time for the settlement of all creditors and inter alia, agreement of the Group's tax computations with HMRC.

The assessment of whether or not the Investing Policy has been implemented must be made to the satisfaction of AIM.

Proposed changes to the Board

It is proposed that Francis Ball, Geoffrey O'Connell and Oscar Verden resign from the Board on Completion. Marcus Yeoman will remain a director. It is proposed that Mark Barney Battles will be appointed as non-executive Chairman.

Mark Barney Battles has over 20 years experience working within the technology, media and telecommunications sector operating as both CEO and CFO of many private and publicly traded businesses. He is currently Chairman of Nexus Management plc, former Chairman of Avisen plc plus a director of many private companies within the well-being, magazine and telephony sectors.

He trained with Ernst & Young as a Scottish Chartered Accountant, built and sold one of London's first and largest digital marketing agencies in 2000 now trading under the brand name of "LBI". Since 2003, Mark Battles has assumed the role as Chairman or non-executive director across a range of international media and technology businesses assisting with their growth and exit strategies. Prior public roles include CEO of Silvanus One plc, a PLUS traded vehicle now renamed Fast Bet plc.

Mark Battles, aged 45, is or has been a director of the following companies during the previous five years:

Current Directorships Directorships held in past 5 years
Balgownie Ventures Limited CC Media Live (UK) Limited
Avisen PLC Citizen TV Limted
Tabitha Accessories Limited Yes Payments (Europe) Limited
Agent Morton Ltd Strategic Change Management Solutions Limited
Twin Flame Media Ltd Acceleris Marketing Communications Limited
Star Psychics Limited Adore Fashion Limited
Nexus Management plc Sticky Media TV Limited
TBY 2012 Ltd Makishima Enterprise (Europe) Limited

Hermitage Productions Limited

Mark Barney Battles has no beneficial interest in the Ordinary Shares in the Company.

There is no other information that is required to be disclosed under paragraph (g) of Schedule Two to the AIM Rules for Companies of the London Stock Exchange.

General Meeting

Shareholders have today been sent with the Circular a notice convening the General Meeting to be held at the offices of Brown Rudnick LLP, 8 Clifford Street, London, W1S 2LQ at 10.00 a.m. on 6 February 2012 for the purposes of considering and, if thought fit, passing the following Resolutions:

(i) Resolution 1, is to approve the Disposal;

(ii) Resolution 2, is to approve the new Investing Policy;

(iii) Resolution 3, is to approve the appointment of Mark Barney Battles as a non-executive director; and

(iv) Resolution 4, is to approve the change of the Company's name to Concha plc.

Board recommendation

The Board considers the Disposal and the adoption of the proposed Investing Policy to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting. As at 12 January 2012 the Directors aggregate beneficial holdings, amounted to 22,169,334 Ordinary Shares, representing approximately 1 per cent. of the existing issued share capital of the Company.

 

Enquiries:

Hot Tuna (International) PLC
Francis Ball, Executive Chairman
0845 685 2050
   
Seymour Pierce Limited (Nominated Adviser and Joint Broker)
Mark Percy / Catherine Leftley
+44 (0)20 7107 8000
   
Allenby Capital Ltd (Joint Broker)
Nick Naylor
+44 (0)20 3328 5656

 

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