Sale of Onboard and Director Resignation

2 December 2019

Touchstar plc

(the "Company", "Touchstar" or the "Group")

Sale of On-board division and Resignation of Director

Touchstar (AIM: TST), a company specialising in real time data capture and mobile computing solutions for the logistics and transportation sector, announces it has agreed the sale of the trade and assets of its non-core business, On-board Retail, to Jon Hall, a director of the Company, for a consideration of £10,000 payable in cash on completion plus 15% of the gross revenue of certain contracts between completion and the second anniversary of completion. In addition, the Company will be retaining deferred income received in respect of certain On-board contracts amounting to £75,000. Also pursuant to the deal it has been agreed that Jon Hall will stand down as a director with immediate effect.

The On-board business, previously sold and maintained software that facilitated the sales of in-flight duty-free, catering and ancillary products. Its value was fully written off in the Company's accounts for the year ended 31 December 2018. In the announcement of the Company's interim results in September it was reported that On-board was effectively a discontinuing activity and it has been in run off since.

For the year ended 31 December 2018 Onboard's contracts generated revenue of £695,000 and the business had direct and attributable costs of circa £800,000. Subsequently revenue has declined substantially with the current annual revenue derived from On-Board's contracts being £235,000 with over half this value being in respect of contracts using old legacy systems. The sale of On-Board is not expected to have any material impact on the future profitability or cash generation of the Group. 

As the sale is to a director, the transaction constitutes a related party transaction for the purposes AIM Rule 13 for Companies. The independent directors, being all of the Company's directors save for Jon Hall, having consulted with the Company's nominated adviser, consider the terms of the transaction to be fair and reasonable insofar as shareholders are concerned.

Commenting Mark Hardy, Chief Executive, said "The legacy On-Board business has been a challenge  for the Group so we are delighted to be able to sell it and realise some value. Jon Hall has been with the Group for over 23 years and on behalf of the Board I would like to record its thanks to Jon for his many years of loyal and valuable service and wish him well for the future".

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