Disposal of SDS Group Ltd

22 May 2014

Pentagon Protection plc (AIM: PPR) announces the disposal of the entire issued share capital of SDS Group Limited ("SDS"), the Group's security division for total consideration of £190,000 on an intercompany debt free basis, to Mr Haytham ElZayn, former chairman and existing 29.0% shareholder.

Consideration of £110,000 for the shares in SDS will be settled by way of reduction of a loan payable by the Company to Mr ElZayn. This loan dates back to October 2010 and March 2011 and is secured by way of a debenture over the assets of SDS and a fixed charge over all the shares held by the Company in SDS. In addition, intercompany balances of £43,963 payable by SDS to International Glass Solutions LLC, a wholly owned subsidiary of the Company, and £38,683 payable by SDS to the Company have been assigned to Mr ElZayn for aggregate consideration of £80,000, settled similarly by way of reduction of the loan payable by the Company to Mr ElZayn.

In the year ended 30 September 2013, SDS had a record year generating revenue of £2.8 million and profit before tax of £187,000. However as previously announced, the trading performance of SDS, together with the other operations of the Group, has deteriorated in the current financial year. SDS currently has net liabilities of approximately £30,000.

The Directors consider, having consulted with Cantor Fitzgerald Europe, the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

 

For further information, please contact:

Pentagon Protection Plc
Steve Chambers, Managing Director
Tel: 01923 221 91
   
Cantor Fitzgerald Europe (Nominated adviser)
David Foreman / Catherine Leftley
Tel: 020 7894 7000
   
Allenby Capital (Broker)
Jeremy Porter / Graham Bell
Tel: 020 3328 5656

 

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