By Simon Miller
Icap has bought the Plus Stock Exchange on a cash-free, debt-free basis for a nominal £1.
Plus Markets said the exchange remained a loss-making business and the sale would help both the group preserve remaining shareholder value and protect the reputation and continuity of the cash equities recognised investment exchange (RIE) for its existing listed and quoted companies.
The proposed transaction is for a nominal amount due to the current liabilities that remain within Plus-SX and the ongoing cost of maintaining the RIE.
Information extracted from unaudited management accounts for the period to 30 June 2011 show losses of £1.025m attributable to Plus-SX. For the year ended 31 December 2010, the audited accounts show losses of £5.694m attributable to Plus-SX.
The group said ICAP was well positioned to leverage Plus's exchange status to offer new products and solutions for its customers including, in time, listed derivatives.
In addition, ICAP has separately confirmed that it was committed to continue supporting and expanding the Plus equities listings venue which provides growth capital for smaller companies.
The Proposed Transaction is subject to shareholder approval and no insolvency proceedings having been commenced in relation to Plus-SX.
The sale will constitute a change of control of the RIE under the Financial Services and Markets Act 2000 and will require ICAP to obtain agreement from the Financial Services Authority.
Plus Markets said it would continue to evaluate the options available to it "in respect of either returning residual value, if any, to shareholders or converting the Group into an investing company under the AIM Rules".
As set out in the Group's announcement of 14 May 2012, the Group will continue the process of orderly closure of PLUS-SX and in the event that the Proposed Transaction does not complete, for whatever reason, PLUS-SX will be wound down.
The Group is also continuing tlaks over the possible sale of its remaining Plus Trading Solutions and/or Plus Derivatives Exchange.
In a note to shareholders, the group said: "As indicated in previous announcements, the board continues to explore possible asset disposals that would be in the best interests of shareholders in order to preserve and maximise any remaining shareholder value. There can be no certainty of any additional transaction being completed."
Malcolm Basing, interim chairman and non-executive director of the Plus Markets, said: "The sale of Pus-SX to ICAP, the world's leading interdealer broker, is the best option for our shareholders and secures the future of the Plus-quoted market."