SCH Update
05 Marzo 2003 - 2:00AM
UK Regulatory
RNS Number:3045I
Compel Group PLC
05 March 2003
5 March 2003
Compel Group PLC
("Compel" or "the Group")
Further claim by SCH
In March 2001 Compel withdrew from the desktop supply and outsourcing market
through the sale of its subsidiary Compelsource to Specialist Computer Holdings
(SCH). The initial cash proceeds of the disposal amounted to approximately #14.3
million, with a further #2 million retained by SCH, to be paid to Compel after
24 months subject to any claims by SCH. Compel provided in full against this
retention.
Under the terms of the sale agreement, the purchase price was subject to
adjustment depending on the value of the net assets transferred to SCH. SCH
notified Compel in April 2001 that it believed a reduction in the purchase price
of approximately #6.6 million was due to it. The directors considered that this
claim was substantially without merit and, as required by the sale agreement,
the matter was referred to an Independent Accountant for determination.
In October 2002, after an extensive review of the matters in dispute, the
Independent Accountant determined the net assets value. As a result, an
adjustment in the purchase price of #864,000 was required, to be deducted from
the #2 million retained by SCH. The balance of the retention sum, amounting to
#1,136,000, with interest, was due to be paid by SCH to Compel on 3 March 2003,
subject to any further claims. Compel however considered it prudent to continue
to provide against this amount until payment was received.
SCH has now written to Compel, on the final day of the period allowed by the
sale agreement, making certain warranty and indemnity claims amounting to
approximately #3.1 million in excess of the amounts already determined by the
Independent Accountant. SCH therefore alleges that it is entitled to retain the
balance of the retention sum, and claims a further amount of approximately #2
million from Compel. With minor exceptions, these claims relate to matters that
formed the basis of SCH's original claim and on which the Independent Accountant
has already determined an adjustment to the net assets value, in accordance with
the sale agreement.
Given the Independent Accountant's determination in October 2002 and on the
basis of further legal advice the directors are confident that the current
claim by SCH, with very minor exceptions, is entirely without merit. Compel
will take appropriate action to defend SCH's claims and to recover the retention
sum from SCH but considers it prudent to continue to provide against this amount
until received. No further provision is considered necessary against the balance
of the claim by SCH.
- ends -
For further information please contact:
Compel Group PLC 01438 791 461
Neville Davis, Chief Executive
Weber Shandwick Square Mile 0207 067 0700
Nick Oborne/Sally Lewis
This information is provided by RNS
The company news service from the London Stock Exchange
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