£2m from sale of insurance broker may never be paid

Culver Holdings, which sold the retail arm of Culver Insurance Brokers in July last year, is to de-list from the Stock Exchange and become a private company due to the cost of stock exchange compliance for what is left of the company.

This morning, Culver's share price fell 42.57% (74.50p) to 100.50p.

The group, which has been listed since 1991, has a specialist Lloyd's broking and employee benefits business with offices in London, Cardiff, Bracknell and Dubai.

It said in a statement to the Stock Exchange: “The directors believe that the costs of maintaining the Listing are significant in terms of annual costs which would not be incurred if the ordinary shares were not listed (or otherwise traded).

"In addition, given a market capitalisation of only some £500,000, any acquisition (or disposal) of a business at a value of more than £125,000 is likely to require at the very least shareholders' prior approval and a circular to shareholders, the marginal cost of which is likely to exceed £100,000. Thus the requirement to comply with the Listing Rules of the UK Listing Authority is likely to make many proposals to develop the business by acquisition or disposal unjustifiable in economic terms."

It also dismissed an AIM listing as too expensive. Shareholders will vote on 21 April and the de-listing will take place about 20 May.

The company said the second half of 2008 bore an increase of costs, and suffered a reduced income due to the economic climate.

The statement warned that the firm may not receive full payment for the sale of Culver Insurance Brokers, which was sold to Protectagroup Acquisitions, a subsidiary of Cullum Capital Ventures, after the two companies entered into a conditional agreement.

“Contractually, the maximum deferred consideration which might be payable is £2m pounds although the directors are not confident that this or any sum will be payable,” the statement said.

The company would need to raise at least £400,000 soon, it said. "Over the longer term, the directors will continue to assess the best ways of achieving and realising value for shareholders which may be by any one of a number of routes including a trade sale of the business as a whole or, more likely, in two parts."

Tech Awards 2025

Topics