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<img src="http://www.shoppingtelly.com/images/gemstv/sale.jpg" border="0" alt="GemsTV" title="GemsTV" hspace="5" vspace="4" width="208" height="203" align="right" />The Board of Gems TV Holdings Limited have announced that the Company had on 12 May 2010 entered into a conditional sale and purchase agreement (the "UK Sale Agreement") with The Colourful Company Group Limited ("CGL") pursuant to which the Company has agreed to sell and CGL has agreed to purchase the entire issued and paid-up share capital of Gems TV (UK) Limited ("Gems UK") for a consideration of £3.0 million ("Sale Consideration") (subject to adjustments), to be satisfied in cash (the "Proposed UK Sale ").<br /><br />CGL is a UK based family-owned jeweller that sells handcrafted gemstone jewellery primarily via its internet site <a href="http://www.colouredrocks.com">www.colouredrocks.com</a>. CGL also operates a web based auction website <a href="http://www.rocks.tv">www.rocks.tv</a> which in January 2010 also started to simulcast its broadcast on Sky television.<br /><br />The Proposed UK Sale would allow the Company to exit a market which has become highly competitive and suffering from general economic challenges beyond the Company’s control.<br /><br />Since the Company commenced selling jewellery via reverse auction in the UK, three new competitors dedicated to selling jewellery via reverse auction on television now directly compete with Gems UK. As at the date of this Announcement, Gems UK is in a loss-making position and it is draining cash resources. The Company believes that the overall outlook for the market in the UK in the foreseeable future is poor and will remain highly competitive.<br /><br />If the Proposed UK Sale does not complete, it is likely the Company will have to shut down its business operations in UK and liquidate the assets of Gems UK accordingly. The Company believes that such a liquidation process will realise significantly less cash (if any at all) than what the Proposed UK Sale will generate.<br /><br />All conditions precedent being satisfied as soon as practicable and in any event no later than 6 p.m. on 30 June 2010 (or such later time and date as may be agreed in writing by the Company and CGL).<br /><br />This morning ShoppingTelly.com had an informal chat with Steve Bennett, for obvious reasons Steve will be making no comment at this time.