Hot Tuna (International) PLC, a leading surf wear and fashion brand, has agreed, conditionally upon the approval of shareholders in a general meeting to be held on 6 February 2012 (“General Meeting”), to dispose of the domain names, trade marks (“Intellectual Property Rights”) and certain of the Group’s stock (collectively “the Assets”) to Project J Newco No.10 Limited, a wholly owned subsidiary of Brands Holdings Limited, (“the Purchaser”) for a consideration of £950,000 to be satisfied in cash (“the Disposal”).

Further details of the Disposal, including details of the Consideration are set out below under the heading “Principal Terms of the Disposal”.

Following completion of the Disposal (“Completion”), the Group will have no meaningful trading activities. As a result, the Disposal will constitute a fundamental change of business of the Company. Under Rule 15 of the AIM Rules, this change requires shareholder approval. As a result, in accordance with the AIM Rules and the Companies Act 2006, the Company has sent a circular to Shareholders setting out the reasons for, and the principal terms of, the Disposal.

Background to and reasons for the Disposal
Following material trading losses in 2010 and 2011, the Board undertook a strategic review of the business and affairs of the Group (“Strategic Review”). Following the Strategic Review and in light of trading below budget and the Board’s belief that it would be difficult for the Company to raise new investment from Shareholders for the development of the Hot Tuna brand, the Board announced on 14 November 2011 that the Board believed it was in the Shareholders best interests to seek a buyer for the Hot Tuna brand, assets and liabilities of the Company.

In the Company’s final results for the year ended 30 June 2011, announced on 30 December 2011, the Company reported a disappointing year with sales over the year across all geographic regions of £0.21 million (2010: £0.5 million), resulting in an operational loss prior to exceptional items of £0.86 million (2010: loss £1.40 million).

Net assets as at 30 June 2011 were £1.36 million (2010: £1.09 million). The value of the Assets was approximately £618,000 (of which approximately £495,000 was the value for the Intellectual Property Rights).

(Source: www.fibre2fashion.com )