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Sale of Cantina Augusto Restaurant

^{Published on 2011-03-18 09:35:44 - Market Wire}
 

 Cantina Augusto Plc ("Cantina" or "the Company") SALE OF CANTINA AUGUSTO RESTAURANT Following the announcement on 28 February 2011, which announced the cessation of trading of Pucci Pizza, the Company announces today that it has sold the trading business of the restaurant Cantina Augusto in Clerkenwell, London (the "Restaurant") to Rivington Street Ventures Limited ("RSV") for £1 plus the assumption of all outstanding liabilities of the Restaurant and certain of Cantina's liabilities. The Board considered that this sale is in the best interests of the Company as it struggled to overcome the Restaurant's losses, which were exacerbated by the continuing economic downturn. As a consequence of this sale, RSV has agreed to assume approximately £220,000 of the Company's and the Restaurant's liabilities in consideration for 75,000,000 nil coupon unsecured 2012 convertible loan notes ("Loan Notes") which on full conversion would equate to 75,000,000 ordinary shares of 0.8p in Cantina. In the event of any conversion of these Loan Notes, and consequentially, RSV's shareholding increases above 29.9%, further conversion of shares will be subject to Takeover Panel approval. Under Rule 9 of the Takeover Code, RSV will have to make a mandatory offer for the remaining shares in the Company, apply for a dispensation from the Takeover Panel or not exercise its right to further shares in the Company unless its shareholding remains under 29.9%. As part of this disposal and debt settlement, the Directors and Company Secretary will be issued 5,000,000 ordinary shares at 0.8p per share in full and final settlement of their outstanding fees. Loans due to Directors and the Company Secretary totalling £84,590, will be settled through the issue of 10,573,750 shares in Cantina. In addition, 1,250,000 shares will be issued at par as part of a settlement package for outstanding professional fees. A Circular will be issued to shareholders very shortly to explain the above transaction in more detail. In addition a General Meeting of the Company will be convened to approve the issue of the Convertible Loan Notes, the transactions covered by this Announcement and also to advise shareholders of the future plans for the Company. The Directors of the issuer accept responsibility for this announcement. --END-- Contacts: Cantina Augusto plc Adriano Bernabei Tel: 01926 888 302 Rivington Street Corporate Finance Heena Karani Tel: 020 7562 3393