After PLUS Markets Group plc announced that it is selling its PLUS Stock Exchange business to ICAP for £1 and ICAP’s assumption of the liabilities of that business, dissident shareholders opposed the proposed deal – as we reported here.
The objections of these dissidents appear to be various, but focus on the £1 consideration, the payments to be made to exiting management, the supposed financing offers made by Amara Dhari (a major shareholder in PLUS) and a unknown group called Markab Capital, and the attitude of Amara Dhari to the ICAP deal. The gist of the dissident’s opposition is that the ICAP deal should not go ahead and that there is more shareholder value to be extracted from PLUS than allowed for by the sale to ICAP.
Today the PLUS board has issued a detailed and very punchy statement, pouring cold water over the dissidents’ objections to the ICAP transaction. The board’s announcement points out that:
• ICAP is assuming the liabilities of the PLUS Stock Exchange business –so saving the company around £640,000 in relation to liabilities that it would otherwise have to make;
• Amara Dhari’s attitude to the ICAP deal appears to be different from that represented by the dissident shareholders;
• The “financing offers” by Amara Dhari and others came to nothing; and
• The payments to exiting management are contractual obligations.
In addition, the board argues that the sale to ICAP is the only option that would preserve PLUS’s “recognised investment exchange” status , the group’s major asset.
The shareholder vote is on 18 June, so plenty of time for the opposing shareholder group to have a go at refuting the board’s arguments.