Value realisation of non-core small e-money institution to generate c. £600k
Cornerstone FS Plc (AIM: CSFS), the cloud-based provider of international payment, currency risk management and electronic account services to SMEs, is pleased to announce that it has entered into a share purchase agreement (“SPA”) for the sale of its non-core subsidiary, Avila House Ltd. (“Avila”), a registered small electronic money institution, to Aspire Commerce Ltd. (“Aspire”), trading as MulootMoney.com, the provider of payment accounts and lending services, for a consideration of £300,000 to be paid in cash on completion. The parties have also entered a software licencing agreement for Aspire to licence the Cornerstone platform for a period of 12 months, which will generate a minimum of £290,000 for the Company.
The Company acquired Avila in October 2020 to gain a Small Electronic Money Institution. In August 2021, the Group’s primary operating subsidiary, Cornerstone Payment Solutions Ltd. (formerly FXPress Payment Services Ltd.), was approved by the Financial Conduct Authority (“FCA”) as an Authorised Electronic Money Institution, which supplanted the more limited licence the Group held through Avila. Accordingly, the Board believes that it is in the best interests of the Company to realise the value of this non-core asset through its disposal to Aspire, a non-competing entity, while also further monetising the underlying Cornerstone platform as part of the transaction. In addition, Aspire intends to utilise Cornerstone’s services for any FX payments made on behalf of its clients. The proceeds from the sale of Avila will be used to strengthen the Company’s existing cash resources.
For the financial year ended 31 December 2021, Avila generated revenue of £197,996 and profit of £2,418. All of the revenue and the majority of the costs incurred by Avila were intra-Group related. In addition to the consideration and licensing fees, the disposal of Avila will be minimally beneficial to the results of the consolidated Cornerstone Group due to a small amount of standalone entity costs that will be saved following the disposal.
The completion of the SPA is conditional upon receipt of regulatory approval from the FCA, which is expected to occur in Q1 2023. The proceeds of the sale will be received by Cornerstone upon completion. Under the terms of the licencing agreement, the Company will receive revenue in stages over the 12-month period, with the majority expected to be recognised in the second half of 2023.
James Hickman, CEO of Cornerstone, said: “This is an excellent deal for Cornerstone and reflects the value of an e-money registration as well as our platform. As we have said previously, we have experienced strong trading momentum throughout the year, and it is great to now be ending 2022 having secured an additional £600,000 for next year. We look forward to reporting on our further progress.”