Of the £2.5m consideration, £1.5m will be payable in cash, and £1m in new Nasstar Ordinary Shares. As a result, Nasstar has agreed to issue (conditionally only on Admission as defined below) 12,484,394 Ordinary Shares at 8.01 pence per share to the vendors of Kamanchi. The Kamanchi vendors are Kevin Winfield and Raymond Pennie. All the new Ordinary Shares will be locked in for a period of six months with orderly marketing provisions for a further six months thereafter. Application has been made for the new Ordinary Shares to be admitted to trading on AIM (“Admission”). Admission is expected to occur today. The new Ordinary Shares rank parri passu with the existing issued ordinary share capital. Immediately following Admission there will be 366,444,447 Ordinary Shares of 1p each in issue.
The cash element of the total consideration will be paid as to £500,000 on 24 July 2014 with deferred consideration of £1,000,000 being paid on 14 October 2014 subject to confirmation of Kamanchi’s net profit in completion accounts for the year ended 30 June 2014. The cash element of the deferred consideration may be adjusted downwards if Kamanchi’s net profit as derived from the completion accounts is below an agreed amount.
Raymond Pennie, the Commercial Director who has been instrumental to Kamanchi’s success, will remain employed within the Group following completion. Raymond Pennie is a qualified chartered accountant and recruitment industry specialist. He recently completed a 4 year term as a member of the APSCO Executive Committee, the only dedicated trade body that represents the interests of the UK Professional Staffing industry, and is Chair of APSCO’s Technology Forum. Kevin Winfield, Kamanchi’s founding director, will remain with Kamanchi as a consultant for an initial period of three months and will leave the business thereafter.
Kamanchi employs 31 full time staff who work from its Northampton Head Office and its London office.
