CSB Crosby Asset.

 

TIDMCSB 
 
RNS Number : 1692O 
Crosby Asset Management Inc 
24 June 2010 
 

24 June 2010 
 
                          Crosby Asset Management Inc. 
                            ("CAM" or the "Company") 
 
                    Proposed Disposal of Operating Businesses 
 
The board of directors of CAM (the "Board"), is pleased to announce that the 
Company has entered into a conditional sale and purchase agreement ("SPA") with 
Crosby Capital Limited ("CCL") regarding the potential disposal of its operating 
businesses, listed below, to CCL (the "Disposal"). 
 
The SPA is conditional upon, inter alia, approval by CAM's independent director, 
Peter Moss, as the Disposal will be a related party transaction, as set out in 
the Aim Rules for Companies (the "AIM Rules"). 
 
The operating companies that form the assets of the Disposal are: 
 
(i)       Crosby Asset Management (Holdings) Limited (which indirectly owns 100% 
of Crosby Asset Management (Hong Kong) Limited and 56.14% of Crosby Wealth 
Management (Hong Kong) Limited); 
(ii)        Crosby Capital Partners Limited; 
(iii)       Crosby Corporate Finance (Holdings) Limited; 
(iv)       Crosby (Hong Kong) Limited; and 
(v)        Crosby Special Situations Fund Limited. 
 
Subject to the terms of the SPA, CAM has agreed to transfer all its businesses, 
assets and certain liabilities to the CCL for a consideration of US$948,666 (the 
"Consideration").  The businesses, assets and liabilities to be transferred to 
CCL in the Disposal include, inter alia: 
 
(i)         wealth management; 
(ii)        fund management; 
(iii)       residual liabilities in relation to the corporate finance and 
financial advisory businesses; and 
(iv)       the minority interests in investments related to the previous 
merchant banking business of CAM. 
 
The [audited] profits / (losses), after taking account of taxation, attributable 
to CAM's shareholders, for the year ended 31 December 2009, and the unaudited 
net assets attributable to CAM's shareholders, as at 31 May 2010, for each of 
the companies that form the assets of the Disposal are summarised below: 
 
Profits/Net assets/ 
(losses) ('000s)(liabilities) ('000s) 
(i)         Crosby Asset Management (Holdings) Limited:             US$ (470) 
   US$ 3,902 
(ii)        Crosby Capital Partners Limited: 
US$ (2,493)    US$ (2,865) 
(iii)       Crosby Corporate Finance (Holdings) Limited:              US$ 818 
      US$ (246) 
(iv)       Crosby (Hong Kong) Limited:                                       US$ 
(5,538)    US$ 38 
(v)        Crosby Special Situations Fund Limited:                       US$ 
(2,415)     US$ 20 
 
The Consideration payable by CCL to CAM under the SPA will be adjusted if any of 
the companies being disposed of by CAM makes any distribution from the date of 
the SPA until completion of the Disposal. 
At completion, the Consideration will be off-set against the shareholder loan 
due from CAM to CCL, which amounts to US$1,000,000 as of the date of this 
announcement (the "CCL Loan").  Any residual outstanding balance of the 
shareholder loan (this residual outstanding balance currently being US$51,334) 
shall be settled by the issuance of such number of new shares in CAM, credited 
as fully paid and issued at the average of the closing mid-market prices of the 
shares of CAM on the last three trading day prior to the date of completion of 
the Disposal, to CCL. 
 
In the event that, following the off-set of the Consideration against the CCL 
Loan, there is a surplus of funds and, therefore, a net cash inflow to the 
Company, these funds will be used to augment the Company's working capital. 
 
The Disposal, if it completes, will be both a fundamental change of CAM's 
business and a related party transaction, as set out in the Aim Rules and will 
therefore require the issue of a circular to CAM's ordinary shareholders (the 
"Circular") setting out the terms of the Disposal and convening a general 
meeting ("GM") and the approval of CAM shareholders at such GM (the "Approval"). 
 
Should the Approval be granted and the Disposal completes, CAM would then become 
an investing company, as defined by the AIM Rules.  Accordingly, the Circular 
will also contain details of CAM's proposed investing strategy, which will also 
need to be approved by the Company's shareholders at the GM. 
 
This Disposal is being entered into as one element of the corporate 
restructuring exercise being undertaken by CCL, further details of which will be 
contained in a circular to be sent to CCL shareholders in due course. 
 
A further announcement will be made by CAM in due course. 
 
 
                                    **ENDS** 
 
Enquiries: 
Crosby Asset Management Inc. 
Ilyas Khan                                                              +44 (0) 
20 3291 2863 
 
Strand Hanson Limited 
Stuart Faulkner/James Spinney                             +44 (0) 20 7409 3494 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 DISMMGZVRDGGGZG 
 

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