Acquisition
Cohen(A.) & Co PLC
06 June 2003
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
A. Cohen & Co. plc
Proposed equity financing of £3 million
Proposed disposal of the Woolwich Site for £750,000
Proposed acquisition of ROO Media Europe Limited
Proposed Waiver of Rule 9 of the City Code
Proposed reorganisation of share capital
Proposed change of name to ROO Holdings plc
and
Cancellation of listing on the Official List and admission to trading on AIM
Nominated Adviser and Broker
Arbuthnot Securities Limited
Key points:
* Proposed acquisition of remaining 70% of ROO Europe for 25 million
Ordinary Shares
* Plans to activate 80 websites for ROO Europe's video distribution
products over the next 18 months
* Rights acquired to expand ROO TV throughout the world
* Proposed reorganisation of share capital
* Appointment of Robert Petty as Chief Executive and Michael Neistat as
an Executive Director
* Proposed change of name to ROO Holdings to reflect the new strategic
direction of the Company
Royce Ritchie, the Chairman, commented:
'These proposals offer a fresh start for both the Company and the shareholders
of Cohen.
The acquisition of ROO Media Europe provides the Company with access to the
internet broadcasting market without the need to incur the development costs for
the database and communications systems necessary to deliver video content over
the Internet. Through the Acquisition, we intend to activate up to 80 websites
for ROO Europe's video distribution products over the next 18 months and of
these at least 12 are planned to be activated in the current financial year.
The Acquisition also provides for the world wide expansion of the ROO TV
network. We believe that the growth in videos being viewed over the Internet
provides a positive outlook for the prospects of ROO Media Europe for the
current financial year.
We intend to develop ROO Media Europe through sale of the ROO Europe Products
and Services, including new products introduced by ROO Media Corporation, and
through the acquisition of companies and businesses which complement the
business focus of ROO Media Europe.
We are confident that the Company can now look forward to an exciting future.'
This summary should be read in conjunction with the full text of this
announcement and the circular which will be posted to Shareholders shortly
giving further information on the Proposals and convening an Extraordinary
General Meeting of the Company.
For further information please contact:
A. Cohen & Co plc (LSE: CHEN)
Royce Ritchie (Executive Chairman) 00 61 3 9827 9804
Rob Petty (Chief Executive) 0771 718 5238
Michael Neistat (Executive Director) 00 61 4 1144 4425
Beattie Financial
Brian Coleman-Smith / Amanda Sheehy 020 7398 3300
Beattie Financial 07802 724 400 (Mobile)
Weekend
Arbuthnot, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for A. Cohen & Co. plc in connection with the
Proposals and not for any other person. Arbuthnot will not be responsible to any
person other than A. Cohen & Co. plc for providing the protections afforded to
customers of Arbuthnot or for advising any such person in connection with the
Proposals.
The Directors of A. Cohen & Co. plc accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction
Words and expressions used in this summary are defined in the full announcement
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
A. Cohen & Co. plc ('Cohen' or the 'Company')
6 June 2003
Proposed disposal of the Woolwich Site
Proposed acquisition of ROO Media Europe Limited
Proposed Waiver of Rule 9 of the City Code
Proposed Equity Financing
Proposed reorganisation of share capital
Proposed change of name to ROO Holdings plc
and
Cancellation of listing on the Official List and admission to trading on AIM
Introduction
Your Board announces today that the Company has conditionally agreed to acquire
the balance of the issued share capital of ROO Media Europe Limited ('ROO Europe
') not currently held by it from ROO Media Corporation ('ROO US') for a
consideration of 25,000,000 Ordinary Shares, equating to £1.125 million, based
on the closing middle market quotation of an Ordinary Share of 4.5p as at 5 June
2003. In addition, the Board announces that the Company has entered into a
conditional agreement for the provision of funding by OLM Partners LLC ('OLM')
by way of the Equity Line Agreement. Furthermore, the Board announces proposals
for the reorganisation of the Company's share capital and the cancellation of
the Company's listing on the Official List and admission to trading on AIM. In
view of the change in nature of the Group's business which would arise from the
implementation of these proposals, it is proposed that the name of the Company
be changed to ROO Holdings plc. These proposals follow the announcement, on 31
March 2003, that the Company had conditionally agreed to dispose of the Woolwich
Site for a cash consideration of £750,000.
In view of the size of both the Disposal and the Acquisition, and the fact that
the Acquisition is a related party transaction under the Listing Rules, they are
each conditional upon the approval of Shareholders, which will be sought at the
Extraordinary General Meeting of the Company. ROO US, Mr Ritchie, Mr Neistat and
Mr Petty are related parties and, therefore, the Acquisition is a related party
transaction because Mr Ritchie, Mr Neistat and Mr Petty, Directors of the
Company, own 75 per cent. in aggregate of the issued share capital of ROO US.
Under the Listing Rules, as related parties, ROO US, Mr Ritchie, Mr Neistat and
Mr Petty may not vote on the Acquisition. ROO US, Mr Ritchie, Mr Neistat and Mr
Petty have, therefore, undertaken to abstain, and to take all reasonable steps
to ensure that their associates abstain, from voting on the Acquisition. The
Acquisition, the Financing and the change of name are inter-conditional and
conditional on the passing of all the Resolutions. Admission to AIM is
conditional upon completion of the Disposal only; it is not conditional upon the
Acquisition proceeding.
Shareholders should be in no doubt as to the importance of the Disposal to the
future of the Group. The Directors believe that the Disposal is an essential
step towards restoring the Company to a secure financial position. If the
Disposal is not approved, the Company would need to attempt to raise further
funds on account of both its existing indebtedness and its further working
capital requirements. However, the Board does not believe that such funds could
be raised on acceptable terms, if they could be raised at all. If such funds
could not be raised, the Board would have to consider urgently alternative
courses of action, such as cessation of trading by the Group or the initiation
of insolvency procedures.
Shareholders should also be aware that ROO Europe has no operating history and
is therefore subject to all the risks associated with the operations of a new
business. ROO Europe's capital requirements depend on numerous factors,
including the rate of market acceptance of its products and services and its
ability to develop its customer base. Whilst the Directors have every confidence
in the future revenue earning potential of ROO Europe, the Enlarged Group cannot
predict the timing and amount of those revenues. As a result, the Enlarged Group
may require further financing in addition to its existing cash resources. Any
additional equity financing may be dilutive to Shareholders, and debt financing,
if available, may involve restrictions on financing and operating activities. If
the Enlarged Group is unable to obtain additional financing, should it become
necessary, it may be required to reduce the scope of its planned activities or
anticipated expansion.
Background to and reasons for the Disposal
On 31 March 2003, your Board announced that it had exchanged conditional
contracts to dispose of the Woolwich Site to Tilfen Land for a cash
consideration of £750,000. This is the first step in the Company's strategy to
diversify the business beyond metals and recycling, which was announced on 27
September 2002 and followed the lapse of the Company's option to acquire the
balance of Scott Tod Developments Limited which it does not already own. In view
of the size of the Disposal relative to the Group, the Disposal is subject to
Shareholders' approval.
Information on the Woolwich Site
The Woolwich Site comprises approximately 2.8 acres of land, including offices
and a factory. The factory is currently partly occupied by the phosphor copper
operations of Cohen (Great Britain). The offices are currently used to manage
both the phosphor copper operations and the metals trading operations of Jacob
Metals. A valuation report, which has been prepared by DTZ, values the Woolwich
Site at £650,000, equivalent to the net asset value of the Woolwich Site as at
31 December 2002.
Principal terms and conditions of the Disposal
Tilfen Land has agreed to purchase the Woolwich Site for a consideration of
£750,000, to be satisfied wholly in cash. Of this amount, £75,000 has already
been paid as a deposit, with the balance to be satisfied on completion of the
Disposal. The Sale Agreement provides for a period of 30 days following
completion of the Disposal within which the Company must remove all plant and
machinery from the Woolwich Site. Following completion of the Disposal, the
Company will be entitled to occupy the offices at the Woolwich Site for a six
month period at a nominal rent.
Financial effects of the Disposal and use of the proceeds
The Disposal will result in an immediate accounting profit of approximately
£100,000 before selling costs, being the difference between the book value of
the Woolwich Site of £650,000 at 31 December 2002 and the sale proceeds. Tilfen
Land can release 'marriage value' by merging the freehold it currently owns in
Woolwich with the leasehold interest it is acquiring from the Company; this
enables Tilfen Land to make a bid for the Woolwich Site in excess of the market
value to secure the acquisition. The Board has been advised that this gain will
not give rise to a corporation tax charge as there are capital losses available
elsewhere in the Group to offset against this gain.
The Group proposes to apply the net proceeds of the Disposal, amounting to
£570,000, to reduce indebtedness and for working capital purposes. The Group has
committed to repay, on completion of the Disposal, creditors amounting to
£482,000.
Background to and reasons for the Acquisition
The Directors have for some time been seeking investment opportunities that
would enhance the Group's activities and profitability and, in doing so, provide
a new area of business that would, in the medium term, become the core operation
of the Group. The Independent Directors have believed for some time that the
Acquisition satisfies these criteria and, as a result, the Company made the
initial investment in ROO Europe which was announced on 12 December 2002. The
Company will not be exercising the call option granted to it by Robert Petty,
announced on the same date, to acquire 75 shares in the capital of ROO US. The
option will lapse on 30 June 2003.
The market for video over the Internet is expected to be a high growth area and
the Independent Directors believe that it has identified in ROO Europe a company
with excellent opportunities and prospects for the future, with the ability to
participate in the anticipated growth in this market within Europe. Furthermore,
the Acquisition provides the Company with access to the established products and
services of ROO US without incurring any development costs.
Information on ROO Europe
ROO Europe was incorporated on 5 December 2002 as the vehicle for the sale and
marketing of ROO US products in Europe. ROO US broadcasts video content to its
own network of websites and via third party websites throughout the world.
These video files are supplied to ROO US from leading content providers such as
The Associated Press, Reuters Media Inc, Australian Broadcasting Corporation
(Australia) and Accuweather Inc. ROO US provides its customers with a complete
solution not only providing the video content but also the technology and
integration into the customer's website.
Under the terms of the ROO Licence, ROO US will license its existing video
content syndication and video advertising products and services together with
any new products and services made available for resale in the European market
by ROO US to ROO Europe for a period of 10 years (the 'ROO Europe Products and
Services'). The ROO Licence provides ROO Europe with exclusive rights to resell
the ROO Europe Products and Services in Europe. ROO US will be responsible for
the supply of all content, the build, management and update of any customer's
website and the management of the technology used by such sites.
In addition to the ROO Licence, ROO Europe will acquire, pursuant to an
assignment between ROO US and ROO Europe and conditional on completion of the
Acquisition, all rights and interest in the existing ROO TV websites and the
trade name ROO TV for a nominal consideration. The existing websites include
www.ROOtv.com, www.ROOtv.co.uk and www.ROOtv.com.au. ROO Europe will be entitled
to use the trade names throughout the world to develop a network of branded
internet websites operating the ROO TV branded business. The Directors expect
the Enlarged Group to earn revenue from these websites through advertising
within the sites and the introduction of a subscriber service which will allow
subscribers to view premium quality video content on the sites. Any revenues
earned from the existing and future ROO TV websites will be retained by ROO
Europe.
Financial information on ROO Europe
ROO Europe was incorporated on 5 December 2002, and has not yet traded or
published any financial information.
Principal terms and conditions of the Acquisition
The Company has agreed to acquire the issued share capital of ROO Europe not
currently held by it from ROO US for a consideration of 25,000,000 Ordinary
Shares, equating to £1.125 million based on the closing middle market quotation
of an Ordinary Share of 4.5p as at 5 June 2003. The Consideration Shares will,
following Admission, represent 59.3 per cent. of the Enlarged Share Capital.
Completion of the Acquisition will take place upon Admission.
Financial effects of the Acquisition
The Acquisition will result in goodwill of £1.125 million being recognised being
the difference between the value of the Consideration Shares based on the
closing middle market quotation of an Ordinary Share of 4.5p as at 5 June 2003,
and the net assets the subject of the Acquisition.
Financing
In order to provide the Enlarged Group with additional financial flexibility in
relation to ROO Europe, its investment in Scott Tod Developments Limited and its
continuing investment in Jacob Metals without recourse to Shareholders, the
Company has put into place the Financing. The Board is hopeful of identifying
further opportunities for the Enlarged Group which may require funds and the
availability of this funding will provide additional financial flexibility.
Principal terms and conditions of the Financing
The Company has today entered into the Equity Line Agreement with OLM which,
conditional on Admission, allows the Company to require OLM to subscribe in cash
for up to £3 million of new Ordinary Shares over a 36 month period, subject to
the limits set out below.
The Company may give notice requiring OLM to subscribe for new Ordinary Shares
on one or more occasions. Successive notices by the Company under the Equity
Line Agreement must be given at least 9 trading days apart. The maximum amount
that the Company can require OLM to subscribe under each notice cannot exceed
£125,000. The subscription price of each new Ordinary Share, if the advance
requested by the Company exceeds £62,500, is to be 96 per cent. of the average
of the closing bid prices of an Ordinary Share during the period of five
business days following the giving of the notice by the Company requiring OLM to
subscribe for the new Ordinary Shares. If the advance requested by the Company
is less than £62,500 the subscription price will be 97 per cent. of such average
price.
A commission, equal to 4 per cent. of the subscription price if the advance
requested by the Company exceeds £62,500, and equal to 3 per cent. of the
subscription price if the advance is equal to or less than £62,500, will be
payable by the Company to OLM in relation to each subscription by OLM. The
Company has agreed to pay OLM, conditional on Admission, a fee which will be
settled by the payment to OLM of US$10,000 in cash and the issue to OLM of the
Financing Shares. The Company is not permitted to require OLM to subscribe for
new Ordinary Shares under the Equity Line Agreement if it would increase OLM's
aggregate holdings of Ordinary Shares above 29.9 per cent. of the issued
ordinary share capital of the Company.
Transfer of the Company's listing to AIM
The Ordinary Shares are currently listed on the Official List and traded on the
London Stock Exchange's market for listed securities. As part of the Proposals,
the Company has given notice to cancel its listing on the Official List and will
apply for its shares to be admitted to AIM, subject to Shareholders approving
the Disposal. Admission to AIM is conditional upon completion of the Disposal
only; it is not conditional upon the Acquisition proceeding. It is anticipated
that the listing of the Existing Ordinary Shares will be cancelled on 22 July
2003, being not less than 20 business days from the date of this document.
Admission of the Existing Ordinary Shares and New Ordinary Shares to AIM is
expected to take place and dealings are expected to commence on AIM on the same
date.
City Code Waiver
Under Rule 9 of the City Code, any person or group of persons acting in concert
which acquires shares which, when taken together with shares already held or
shares acquired, carry 30 per cent. or more of the voting rights of a company
subject to the City Code, that person or group of persons acting in concert is
normally required to make a general offer to all shareholders, to purchase their
shares in that company at the highest price paid by them during the previous 12
months.
Rule 9 of the City Code also states that if any person or group of persons
acting in concert holds not less than 30 per cent. but not more than 50 per
cent. of the voting rights of a company which is subject to the City Code, such
person, or any person acting in concert with such person is normally obliged by
the Panel to make such a general offer to all shareholders if he or they acquire
any further shares in the company. Following Admission the ROO Concert Party
will have interests in 26,828,239 Ordinary Shares, representing approximately
62.9 per cent. of the share capital of the Company, as enlarged by the New
Ordinary Shares and the exercise of the option detailed below. Set out below is
a summary of the percentage of the Enlarged Share Capital held by each of the
members of the ROO Concert Party as well as the percentage interest in options
over Ordinary Shares following Admission and assuming exercise of the options
over Ordinary Shares.
% interest in
Ordinary Shares
following
Admission and
Interest in assuming exercise
options over of options
Interest in % interest in Ordinary Shares
Ordinary Shares Ordinary Shares following
following following Admission
Admission Admission
ROO US 18,012,727 42.7 - 42.2
Robert Petty 7,437,273 17.6 - 17.4
Michael Neistat 450,000 1.1 - 1.1
Royce Ritchie 438,239 1.0 490,000* 2.2
Avenue Group - - - -
ROO Concert Party 26,338,239 62.4 490,000 62.9
* These options are held by Wilmington.
Robert Petty, Michael Neistat and Royce Ritchie are members of the ROO Concert
Party as a result of their aggregate holding in ROO US of 75 per cent. of its
issued share capital. The balance of the share capital of ROO US is held by
Avenue Group. Royce Ritchie, via his wholly owned private company Midnight Bay
Holdings, acquired a 25 per cent. holding in ROO US from Robert Petty as
consideration for the sale of the intellectual property rights relating to
Australia Racing Services Pty. Ltd. by Midnight Bay Holdings to Robert Petty
pursuant to an agreement entered into on 30 May 2003.
The Panel has agreed, subject to a resolution being passed on a poll by
Shareholders (which will exclude the ROO Concert Party) at the EGM, to waive the
obligation for the ROO Concert Party to make a general offer to Shareholders
under Rule 9 of the City Code which would otherwise arise on the issue of the
Consideration Shares.
It should be noted that following Admission, the ROO Concert Party's
shareholding in the Company will exceed 50 per cent. of the voting rights of the
Company. The ROO Concert Party, therefore, will be able to increase its
shareholding without incurring any further obligation under Rule 9 of the Code
to make a general offer to Shareholders so long as its shareholding remains
greater than 50 per cent. However, any individual member of the ROO Concert
Party who acquires additional Ordinary Shares and, as a result of such
acquisition, comes to hold 30 per cent. or more of the Ordinary Shares, may
incur an obligation under Rule 9 of the City Code to make a general offer for
the Company.
Current trading and prospects of the Continuing Group
Turnover for the period decreased to £8.5 million from £9.1 million in 2001.
This decrease reflected the deteriorating business environment. Operating losses
before exceptional costs were £0.41 million (2001: loss £0.51 million).
Exceptional costs and provisions for impairment of investments were incurred
amounting to £1.1 million (2001: nil). At the year end, the Group had net assets
of £1.7 million (2001: £2.1 million), including the revaluation by the Directors
of the Company's investment in Scott Tod Developments Limited. No final dividend
has been recommended.
Jacob Metals continues to operate as an international trading company dealing
mainly in non-ferrous scrap metals. The company purchases full container loads
of non-ferrous scrap materials from countries which have a surplus to their
domestic requirements. These are principally Eastern bloc and Baltic states,
West Africa and South America. The non-ferrous scrap material is then sold as a
raw material feedstock into the manufacturing centres of Europe, Scandinavia and
Asia. Jacob Metals has made in the first quarter of 2003, and is expected to
continue to make, a profitable contribution to the Continuing Group in the
current financial year as its principal activity. While the Directors continue
to review their options in relation to Jacob Metals, they recognise the ongoing
value of the business within the Continuing Group.
The phosphor copper manufacturing and trading activities of Cohen (Great
Britain) which operated on the Woolwich Site ceased production in May 2003 and
the Directors are currently negotiating the sale of the assets.
Prospects of the Enlarged Group
The Acquisition provides the Company with access to the internet broadcasting
market without the need to incur the development costs for the database and
communications systems necessary to deliver video content over the internet.
Through the Acquisition the Directors intend to activate up to 80 websites for
ROO Europe's video distribution products over the next 18 months and of these at
least 12 are planned to be activated in the current financial year. The
acquisition of the ROO TV websites and trade name ROO TV also provide the
potential to expand the ROO TV network of websites outside the UK, US and
Australian sites already launched.
The Directors believe that the growth in videos being viewed over the Internet
provides a positive outlook for the prospects of ROO Europe for the current
financial year. The Directors intend to develop ROO Europe through sale of the
ROO Europe products and services, including new products introduced by ROO US,
and through the acquisition of companies and businesses which complement the
business focus of ROO Europe.
The Board
The Board of Directors of the Company and their biographical details are set out
below:
Directors
Royce Ritchie (Executive Chairman) (aged 56)
Royce Ritchie was appointed as Executive Chairman of Cohen in 1999 with the
support of the Company's bankers following a period in which the Company was
incurring significant losses and had substantial debt. During 2001, the Company
was restructured and became substantially debt free, since when Mr. Ritchie's
principal objective has been to identify and implement a corporate development
and acquisition programme, leading to the Proposals. Mr. Ritchie has been
involved in the restructuring and development of approximately 30 companies
including 9 publicly listed companies operating in Australia, the United Kingdom
and other countries throughout the world.
Robert Petty (Chief Executive) (aged 38)
Robert Petty is an executive director and Chief Executive Officer of ROO US
where he is responsible for the strategic direction of the company. Mr. Petty
was, from 1997 to 1999, Manager of Electronic Business Services for e-commerce
products for Telstra Corp. From 1999 to 2002 Mr. Petty worked in New York in
various positions including Chairman and Chief Executive Officer of I.T.
Technology Inc., recently renamed Avenue Group, a company listed on NASDAQ OTC
(AVNU), and President of VideoDome Networks Inc, a middleware streaming media
service provider.
Jim Ferguson (Managing Director of Metal Recycling) (aged 56)
Jim Ferguson joined Cohen 25 years ago and was appointed as a Director in 1995.
He has worked in the metals and refining business for over 30 years.
Michael Neistat (Executive Director) (aged 46)
Michael Neistat is a non-executive director of ROO US. He has twenty years'
experience in information technology and related industries, having founded Skai
Computer Systems Pty. Ltd. in 1983. In 1999 Mr. Neistat sold Skai Computer
Systems Pty. Ltd. to Voicenet (Aust) Ltd. ('Voicenet'), a company listed on the
Australian Stock Exchange, where he became Chief Operating Officer for two
years. On leaving Voicenet, Mr. Neistat joined the board of I.T. Technology Inc,
recently renamed Avenue Group, until 30 April 2002, when he resigned to focus on
his role as an executive director of ROO US.
Russell Sincock (Non-executive Director) (aged 55)
Russell Sincock was appointed as non-executive Director on 8 March 2001. Mr.
Sincock is an Australian chartered accountant and has been running his own
practice, Madder Sincock & Co. for six years. Mr Sincock was previously a
partner of BDO Nelson Parkhill, based in Melbourne, where he was managing
partner for three years.
Dealing restrictions
ROO US and the Directors have agreed not to dispose of any interest in Ordinary
Shares held by them for a period of 12 months from the date of Admission other
than:
• in respect of transfers of such shares to immediate family or
trustees of a family trust; and
• pursuant to the acceptance of an offer or the irrevocable commitment
to accept an offer for the entire issued share capital of the Company or
pursuant to the sale of shares to any publicly named potential offeror.
Reorganisation of share capital
The Ordinary Shares currently trade at a price below their nominal value, being
20p per share. Company law prohibits a UK company from issuing shares at less
than their nominal value. The Board is therefore recommending the sub-division
of each of the issued and unissued Ordinary Shares to enable the Company to
issue Ordinary Shares in the future.
The Reorganisation will be by way of a subdivision of each issued Ordinary Share
into one Ordinary Share of 1p each and one Deferred Share of 19p each and a
subdivision of each unissued Ordinary Share into 20 Ordinary Shares of 1p each.
Shareholders will still own the same number of Ordinary Shares before and after
the Reorganisation, although each Ordinary Share will have a nominal value of 1p
rather than 20p. The market value of Ordinary Shares should, therefore, be
unaffected by the Reorganisation. Shareholders will also, as a result of the
Reorganisation, hold one Deferred Share of 19p nominal value for each Ordinary
Share of 20p currently held. The Deferred Shares will have minimal value and no
voting rights and Shareholders will not be issued with a share certificate in
respect of the Deferred Shares. It is not intended to apply for listing of the
Deferred Shares.
Proposed change of name
As part of the Proposals and in recognition of the change in nature of the
Company's business which would arise from the implementation of the Proposals,
the Directors believe that it is appropriate for the name of the Company to be
changed to 'ROO Holdings plc'.
Extraordinary General Meeting
For the reasons stated above, the Proposals require the approval of
Shareholders. A circular will be posted to Shareholders shortly giving further
information on the Proposals and convening an Extraordinary General Meeting of
the Company.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2003
Latest time and date for receipt of Forms of Proxy for 10.00 a.m. on 28 June
the Annual General Meeting
Latest time and date for receipt of the Forms of Proxy 10.05 a.m. on 28 June
for the Extraordinary General Meeting
Annual General Meeting 10.00 a.m. on 30 June
Extraordinary General Meeting 10.05 a.m. on 30 June*
Completion of the Disposal 21 July
Cancellation of listing of the Ordinary Shares on the Official List 8.00 a.m. on 22 July
Dealings in Ordinary Shares commence on AIM 8.00 a.m. on 22 July
Completion of the Acquisition 22 July
Despatch of definitive share certificates for
Ordinary Shares held in certificated form by 29 July
For further information please contact:
A. Cohen & Co plc (LSE: CHEN)
Royce Ritchie (Executive Chairman) 00 61 3 9827 9804
Rob Petty (Chief Executive) 0771 718 5238
Michael Neistat (Executive Director) 00 61 4 1144 4425
Beattie Financial
Brian Coleman-Smith / Amanda Sheehy 020 7398 3300
Beattie Financial 07802 724 400 (Mobile)
Weekend
Arbuthnot, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for A. Cohen & Co. plc in connection with the
Proposals and not for any other person. Arbuthnot will not be responsible to any
person other than A. Cohen & Co. plc for providing the protections afforded to
customers of Arbuthnot or for advising any such person in connection with the
Proposals.
The Directors of A. Cohen & Co. plc accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The distribution of this announcement in jurisdictions other than the UK may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote or approval in any jurisdiction
DEFINITIONS
Unless the context requires otherwise, the following definitions apply
throughout this announcement:
'Acquisition' the proposed acquisition by Cohen of the issued ordinary share
capital of ROO Europe not already owned by Cohen pursuant to the
Acquisition Agreement
'Acquisition Agreement'' the conditional agreement dated 6 June 2003 between the Company (1)
and ROO US (2) relating to the Acquisition
'Act'' the Companies Act 1985 (as amended)
'Admission' admission of the Existing Ordinary Shares and the New Ordinary Shares
to trading on AIM becoming effective in accordance with the AIM Rules
'AIM' the Alternative Investment Market of the London Stock Exchange
'AIM Rules' the AIM admission rules published by the London Stock Exchange
'Avenue Group' Avenue Group Inc, a NASDAQ OTC and Frankfurt listed company,
incorporated in Delaware
'Board' or 'Directors' the directors of the Company
'City Code' the City Code on Takeovers and Mergers
'Cohen (Great Britain)' A. Cohen & Co. (Great Britain) Limited, a company incorporated in
England and a wholly owned subsidiary of the Company
'Company' or 'Cohen' A. Cohen & Co. plc
'Consideration Shares' the 25,000,000 new Ordinary Shares to be issued credited as fully
paid to ROO US pursuant to the terms of the Acquisition Agreement
'Continuing Group' the Company and its subsidiary undertakings, following completion of
the Disposal only
'Deferred Shares' deferred shares of 19p each in the capital of the Company, to be
created pursuant to the Reorganisation
'Disposal' the proposed sale by the Company of the Woolwich Site pursuant to the
Sale Agreement
'DTZ' DTZ Debenham Tie Leung Limited
'Enlarged Group' the Company and its subsidiary undertakings, following completion of
the Disposal and the Acquisition
'Enlarged Share Capital' the enlarged issued share capital of the Company, which will comprise
42,160,482 Ordinary Shares, following the Proposals
'Equity Line Agreement' the conditional agreement dated 6 June 2003 between the Company (1),
the Directors (2) and OLM (3) relating to the Financing
'Existing Ordinary Shares' the 15,160,482 existing Ordinary Shares in issue as at the date of
this document
'Extraordinary General Meeting' or ' the extraordinary general meeting of the Company convened for 10.05
EGM' a.m. on 30 June 2003 (or as soon thereafter as the Annual General
Meeting of the Company shall have been concluded or adjourned)
'Financing' the equity line committed by OLM pursuant to the Equity Line
Agreement
'Financing Shares' the 2,000,000 new Ordinary Shares to be issued credited as fully paid
to OLM pursuant to the terms of the Financing
'Group' the Company and its subsidiary undertakings as at the date of this
document
'Jacob Metals' Jacob Metals Limited, a company incorporated in England and a wholly
owned subsidiary of the Company
'Listing Rules' the listing rules of the UK Listing Authority made under Part VI of
the Financial Services and Markets Act 2000, as amended from time to
time
'London Stock Exchange' London Stock Exchange plc
'Midnight Bay Holdings' Midnight Bay Holdings Pty. Ltd, a company incorporated under
Australian Law and associated with R.B. Ritchie
'NASDAQ OTC' the OTC Bulletin Board of Nasdaq, being a regulated quotation service
that displays real-time quotes, last sale price and volumes in
over-the-counter (OTC) securities
'New Ordinary Shares' the Consideration Shares and the Financing Shares
'Official List' the Official List of the UK Listing Authority
'OLM' OLM Partners LLC, a Delaware limited liability company
'Ordinary Shares' ordinary shares of 20p each in the capital of the Company, to be
converted and subdivided into ordinary shares of 1p each subject to
the approval of the Reorganisation
'Panel' the Panel on Takeovers and Mergers
'Proposals' the Disposal, the Acquisition, the Financing, the Reorganisation and
the change of name
'Reorganisation' the proposed reorganisation of the share capital of the Company
'ROO Concert Party' ROO US, Robert Petty, Michael Neistat, Royce Ritchie (including
Midnight Bay Holdings and other companies associated with Royce
Ritchie) and Avenue Group
'ROO Europe' ROO Media Europe Limited, a company incorporated in England
'ROO Licence' the licensing agreement dated 6 June 2003 between ROO Europe (1) and
ROO US (2)
'ROO US' ROO Media Corporation, a company incorporated in Delaware
'ROO Shares' Ordinary Shares of £1 each in the share capital of ROO Europe
'Sale Agreement' the conditional agreement dated 28 March 2003 between the Company
(1), Cohen (Great Britain) (2) and Tilfen Land (3) relating to the
Disposal
'Shareholders' holders of Existing Ordinary Shares
'Tilfen Land' Tilfen Land Limited, a company incorporated in England
'UK Listing Authority' the Financial Services Authority acting in its capacity as the
competent authority for the purpose of Part VI of the Financial
Services and Markets Act 2000
'UK' or 'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
'US' or 'United States' the United States of America, its territories and possessions and the
District of Columbia
'Wilmington' Wilmington Pty. Limited, a company incorporated in Australia, which
is owned by a pension fund of which R. B. Ritchie and his family are
the sole beneficiaries
'Woolwich Site' the leasehold offices, factory and land situated at Purland Road,
London SE28 0AT, currently occupied by the Company
For the purposes of this annoucement, 'subsidiary', 'subsidiary undertaking' and
'parent undertaking' shall have the respective meanings given to them in the
Act.
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