#565924
Postby Kidman » February 2nd, 2023, 9:20 pm
"We understand that [sic] has been a delay with a fundraising undertaken by the buyer which is delaying the repayment of the vendor loan."
From the liquidator's report on the Companies House website.
If you want to try to understand the Coolabi deal here it is from page 81 of a 2022 Talenhouse share listing prospectus.
"Coolabi Purchase Agreement
On 2 March 2021, Quest signed an unconditional share purchase agreement (the "SPA") to acquire the entire issued share capital and shareholder debt in Coolabi (the "Coolabi Interest"), with completion to take place on 31 March 2021 (the "Acquisition"). Completion did not take place on 31 March 2021 as Quest was unable to satisfy the Consideration (as defined below). Therefore, on 31 March 2021, 5 May 2021 and 24 May 2021 deeds of variation to the SPA were entered into, inter alia, deferring completion until 4 June 2021. On 4 June 2021, completion took place whereby the Coolabi Interest was transferred to Quest on the basis that Quest satisfied Coolabi's secured third party debt on Coolabi's behalf (such amount being non-refundable to Quest), albeit the Consideration was still left outstanding. Quest subsequently entered into further deeds of variation with the sellers of the shares in Coolabi (the "Non-Edge Sellers") on 1 October 2021, 2 December 2021 and 26 February 2022 (under which certain extension payments were made by Quest to the Non-Edge Sellers and Coolabi). Under the terms of such deeds of variation, inter alia, Quest transferred 238,212 management ordinary A shares in Coolabi of GBP 0.1095 each, and 6,692,845 investor ordinary shares in Coolabi of GBP 0.0013 each, to the Non-Edge Sellers (such shares, the "Repurchase Shares''). In connection with such transfer, the Non-Edge Sellers granted Quest the option to repurchase the Repurchase Shares for the sum of GBP 9.00 provided that such right is exercised (a) on or before 18 March 2022 (the "Settlement Date"), and (b) contemporaneously with Quest paying the Consideration (as defined below) and Sellers' Payables (as defined below) to the Non-Edge Sellers in full. If Quest fails to satisfy the Consideration (as defined below) and Seller's Payables (as defined below) by the Settlement Date, the Non-Edge Sellers have the right to repurchase the Coolabi Interest for nominal consideration. The option was not exercised by 18 March 2022; the Non-Edge Sellers and Quest are in ongoing discussions and the Non-Edge Sellers informally confirmed, subject to receipt of USD 25 million from the proceeds of the GEM Facility (as defined below), to postpone the Settlement Date to 27 May 2022.
The Consideration comprises the sum of (a) GBP 26,811,542.20; plus (b) 10% interest per annum on GBP 25,711,428.20 (the "Base Amount") accruing from (and including) 1 March 2021 to (and including) 28 October 2021 and 20% interest per annum on the Base Amount from (but excluding) 28 October 2021 to (but excluding) the Settlement Date; plus (c) 10% interest per annum on debt of GBP 1,100,000 (the "Coutts Related Debt") accruing from (and including) 6 August 2021 to (and including) 28 October 2021 and 20% interest per annum on the Coutts Related Debt form (but excluding) 28 October 2021 to (but excluding) the Settlement Date; plus (d) the issuance by New Value AG of ordinary shares with a value of USD 2,000,000 to the Non-Edge Sellers (the "Consideration"). The Sellers' Payables comprise the sum of GBP 692,158.05 to be paid to Pula Media and Technology Limited (being one of the Non-Edge Sellers) (the "Sellers' Payables")."