Acquisition completion, equity issue, new director

RNS Number : 9762Z

GLI Finance Limited

17 December 2014

 

17 December 2014

GLI Finance Limited ("GLI Finance", "the Company" or "the Group")

Completion of Acquisition, Issue of Equity and Directorate Change

The board of GLI Finance is pleased to announce that the Company's acquisition of the respective entire issued share capitals of Sancus Limited ("SL") and Sancus (Guernsey) Limited from Sancus Holdings Limited ("SHL") legally completed on 16 December 2014.

Issue of equity

The Company issued, at completion, 31,415,930 ordinary shares of no par value in the capital of the Company ("Ordinary Shares") and 20,000,000 ZDP Shares of £1 each to SHL in consideration for the Acquisition. As previously notified, the new Ordinary Shares issued to SHL rank pari passu in all respects with the existing Ordinary Shares other than that they will not be entitled to any dividend payable on the Ordinary Shares in respect of the period ending 31 December 2014. The new Ordinary Shares are expected to be admitted to trading on the AIM market of the London Stock Exchange on or around 18 December 2014 under the ISIN GG00BTJRMC06 and TIDM GLIR.L.

SHL will, on Admission, hold a legal and beneficial interest in 31,415,930 Ordinary Shares, representing 18.2% of the Company's enlarged issued share capital. SHL's holding of new Ordinary Shares is subject to a lock-in deed between the Company, SHL and Panmure Gordon. Except in certain limited circumstances, SHL will, under its lock-in deed, not dispose of the new Ordinary Shares during the period commencing as of today's date and expiring on the later of either: (a) 16 June 2015; or (b) the earlier of (i) the date on which an unqualified audit opinion on SL is given by the auditor of SL in its audit report on SL for the period ending 31 December 2014 or (ii) 16 December 2015 ("the Cover Period"). The Cover Period shall also be extended where a warranty claim has been notified by the Company to SHL during the Cover Period but where the claim has not yet been settled, withdrawn or finally judicially determined by a court of competent jurisdiction. Following the end of the Cover Period, there will be an orderly marketing period of six months, during which time SHL can only effect a disposal of the new Ordinary Shares through Panmure Gordon.

Directorate change

Andrew ("Andy") Noel Whelan, SHL's Chief Executive Officer, was appointed to the Board, upon completion of the Acquisition, as the Group's Director of Lending. Mr Whelan (age 48) has over 25 years of experience of the financial services industry. He started his career with Morgan Grenfell in 1987 and also worked for Kleinwort Benson within the Dresdner Private Banking Group. He joined Liberty Ermitage in 2001, where he became Group Executive Director and Managing Director of Ermitage Global Wealth Management Jersey Limited. Mr Whelan was a founding partner of Ermitage Group in 2006 following a management buy-out of the business from Liberty Life. Mr Whelan left Ermitage Group in 2011 following its sale to Nexar Capital Group. Between April 2012 and August 2013, Mr Whelan worked for International Asset Monitor as Managing Director of its newly established Jersey office, before founding SHL on 1 September 2013 and becoming its Chief Executive Officer.

Mr Whelan is a Fellow of the Chartered Institute for Securities & Investment.

Patrick Firth, Non-Executive Chairman of the Company, said: "We look forward to integrating Sancus into our wider business and using the platform to drive growth in our proprietary loan book in existing and new markets for GLI Finance. I would also like to welcome Andy to the Board and I am sure that he will be a major asset to the Group".

For further details, please contact:

GLI Finance Limited

Geoffrey Miller

[phone]

[phone]

Panmure Gordon

Dominic Morley

[phone]

Peter Steel

[phone]

Camarco

Ed Gascoigne-Pees

[phone]

[phone]

Unless otherwise stated, capitalised terms in this announcement have the same meanings as defined in the circular sent to shareholders on 17 November 2014, a copy of which is also available on the Company's website at http://www.glifund.com/investor-relations/shareholder-circulars/2014.aspx.   

Appendix 1: disclosures required pursuant to Rule 17 and Schedule 2(g) of the AIM Rules

Mr Whelan is currently a director of, or during the past five years has been a director of, the following companies:

Current directorships	Previous directorships
Bushido Limited	Ermitage Limited
Sancus Limited	Ermitage Asset Management Jersey Limited
Sancus (Guernsey) Limited	Ermitage Global Dynamic Trading Fund Limited
Sancus Holdings Limited	Ermitage Global Wealth Management Jersey Limited
	Ermitage Jersey Limited
	Ermitage Selz Fund Limited
	Ermitage Wealth Management Limited
	Libfin SPC
	Qannas Investments Limited
	The Katana Private Equity Fund Limited

Following the end of the lock-in period, SHL's current intention is to transfer its holding of new Ordinary Shares to SHL's ordinary shareholders pro rata to their existing holdings.

Mr Whelan is Chief Executive Officer of SHL and has, under the SHL Employee Benefit Trust, an effective interest in 11.7% of SHL's issued and to be issued ordinary share capital. In respect of Mr Whelan's interest in ordinary shares in the capital of SHL, this would result in the transfer of 3,675,663 New Ordinary Shares to Mr Whelan. Under the terms of Mr Whelan's service agreement, he would not be able to sell his Ordinary Shares whilst he is a Director of the Company.

Save as set out in this announcement, there are no further details to be disclosed under AIM Rule 17 or paragraph (g) of Schedule 2 to the AIM Rules in respect of Mr Whelan.

Appendix 2: Geoffrey Miller disclosure

Mr Geoffrey Miller, the Company's Chief Executive Officer, is a non-executive director of SHL and has, under the SHL Employee Benefit Trust, an effective interest in two per cent. of SHL's issued and to be issued ordinary share capital. Following the end of the lock-in period referred to above and, as disclosed in the Circular, should SHL transfer the new Ordinary Shares to SHL's ordinary shareholders pro rata to their existing holdings, in respect of Mr Miller's interest in ordinary shares in the capital of SHL this would result in the transfer of 628,318 New Ordinary Shares to Mr Miller. As for Mr Miller's current interests in the Company's issued share capital, Mr Miller will not be able to sell his Ordinary Shares whilst he is a Director of the Company.

 

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