(“Quindell”, the “Company” or the “Group”)
On 27 February 2015, Quindell Plc (AIM: QPP.L) announced that the focus of its core business activities going forward would comprise two operating divisions: the Professional Services Division and the Technology Division, and that the Board would take appropriate action to deliver shareholder value from certain non-core assets. Further to this, the Company announces the following corporate actions:
- The disposal of Quindell’s minority investment in Nationwide Accident Repair Services plc (“NARS”). The Company’s entire holding of 10,930,423 ordinary shares in NARS was sold on 4 March 2015 at a price of 65 pence per NARS share realising net proceeds of approximately £7.1m. The proceeds of the sale will be applied towards general working capital purposes.
- Subject to the approval of the Court of Chancery of the State of Delaware USA (“Court”), the settlement of litigation in respect of Navseeker Inc., a subsidiary of Himex Limited (a wholly owned subsidiary of Quindell) (“Navseeker”) whose Evogi business remains a core part of the Company’s Connected Car business:
- The agreement of terms with the Plaintiffs for the settlement of litigation (Laurence Baker, et al. v. Hassan Sadiq, et al. and NavSeeker, Inc. C.A. No. 9464-VCL, Court of Chancery of the State of Delaware USA)(“Litigation”) and the associated acquisition of 11.67 per cent. of Navseeker not already held by the Company (“Settlement”). The Settlement, which remains subject to final approval by the Court has been made without admission of liability. The Company has been advised that the Plaintiffs’ claims had no merit and the Litigation was being strenuously defended. However, given the alternative of an expensive and protracted continuation of US based litigation, the Board has determined that settlement is the best course of action in the circumstances. Notwithstanding the Board’s belief in the strength of its defence to the Litigation, its outcome would still have been subject to the usual uncertainty that is an inherent part of any civil litigation.
- Following Court approval of the Settlement, the Company will acquire the shares in Navseeker held by the Plaintiffs for a consideration of 684,770 new ordinary shares in Quindell of 15p each (“Settlement Shares”). In addition, the Company will make a cash payment US$1 million to the Plaintiffs in the Litigation.
- Application for the Settlement Shares to be admitted to trading on AIM (“Admission”) will be made following Court approval of the Settlement an announcement will be made in due course.
(1) the 50 per cent. of the entire issued share capital of BE Insulated (UK) Limited (“BEI”) not already owned by BEL; and
(2) the entire issued share capital of Carbon Reduction Company (UK) Limited, the installation arm of BEI.
The Company’s initial interest in BEI was acquired as part of the acquisition of Quindell Property Services which was first announced on 3 May 2013. The BEI Consideration Shares will be issued to Ben Williams, a director of BEI.
As part of this arrangement and subject to certain conditions being met following an audit of BEI’s results for the year ended 31 December 2014, up to a further 200,000 new ordinary shares of 15p each in Quindell will be issued to Mr. Williams.
Admission of the BEI Consideration Shares is expected to occur on 10 March 2015 after which Quindell will have 440,113,677 ordinary shares of 15p each (“Ordinary Shares”) in issue. The Company has no Ordinary Shares held in treasury. The total of 440,113,677 Ordinary Shares may therefore be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.