Norman Broadbent – Divestment of Stake in Social Media Search
LONDON, December 30, 2016 — The board (the “Board”) of Norman Broadbent (AIM: NBB) – a provider of time efficient, cost effective Board & Executive Search, Senior Interim Management, Solutions, Insight and Leadership Consulting services to companies ranging from established corporations to high-growth innovators – announces that the Company has today divested of its 51% interest in its subsidiary, Social Media Search Limited (“SMS”) to Adam Gordon Limited, a company 100% owned by Adam Gordon, the only other shareholder in SMS (the “Divestment”).
In recent years, the Company and its subsidiaries (collectively the “Group”) have undergone a period of strategic refocusing and restructuring. The Board has taken this opportunity to divest of its interest in SMS and focus on the Group’s core businesses of Executive Search, Interim Management and NB Solutions.
In the year ended 31 December 2015, SMS had audited revenues totalling £411,000, net liabilities of £599,000 (including net intercompany liabilities of £669,000 owed to the Group companies “Intercompany Loan”) and made a loss of £67,000. The Company reported in its unaudited interim results for the six months ended 30 June 2016, that revenues for the SMS division during H1 2016 had increased by 46% to £0.3m (H1 2015: £0.2m).
As of 30 November 2016, the Intercompany Loan stood at £652,909, the value of which the Company has agreed to write off as part of the Divestment. Receipt of the full proceeds, as outlined below, will result in no material impact on the net worth of the Group. Under the terms of the Sale and Purchase Agreement (“SPA”) entered into between the Company, Adam Gordon Limited and Mr Gordon, Norman Broadbent will receive a cash consideration of £325,000 (“Cash Consideration”), of which £32,500 is payable within 90 days of entering into the SPA and the remaining amount is to be satisfied by 60 monthly payments of £4,875 (the “Deferred Consideration Period”), such payments may be accelerated in certain circumstances. The Company shall also be entitled to receive 10% of the operating profits of SMS (or any entity with which SMS shall merge or amalgamate with) generated during the Deferred Consideration Period (the “Profit Share”).
In the event that SMS enters into an agreement during the Deferred Consideration Period to be sold (in whole or in part) to a third party, wound-up or listed on a stock exchange (an “Event”), SMS shall pay to Norman Broadbent, upon completion of such an Event, an additional consideration amount equivalent to 51% of the total of the net proceeds attributable to the Event, less the Cash Consideration and the Profit Share. Under the terms of the SPA, Norman Broadbent may, until 31 March 2017, advance an unsecured and interest free loan of up £10,000 to SMS, such loan being repayable in full by 30 June 2017.
The Board intends to use the proceeds of the Divestment for general working capital purposes.
Mr Gordon is an existing director of SMS and the Divestment is deemed to constitute a related party transaction under the AIM Rules for Companies. The directors of Norman Broadbent, having consulted with the Company’s nominated adviser, Allenby Capital Limited, consider the terms of the Divestment to be fair and reasonable insofar as the Company’s shareholders are concerned.
About Norman Broadbent
Norman Broadbent plc is a provider of time efficient, cost effective Board & Executive Search, Senior Interim Management, Solutions, Insight and Leadership Consulting services to companies ranging from established corporations to high-growth innovators.