Admission to trading
LHP Investments PLC
23 February 2005
For Immediate Release 23rd February 2005
LHP INVESTMENTS PLC
('LHP' or the 'Company')
Placing of up to 12,500,000 Ordinary Shares of 0.1p each at 2p per share
And Admission to trading on AIM
• LHP is a newly incorporated company that has been established by the
Directors in order to identify and acquire companies in the financial
services sector, with a particular emphasis on specialist fund management
including hedge fund businesses and funds of funds.
• The Company is raising up to £250,000 (before expenses) through the placing
of up to 12,500,000 new Ordinary Shares at the placing price with
investors. The placing shares will represent up to 20 per cent of the
issued Ordinary Share capital of the Company on Admission.
• The Directors have already subscribed, or procured the subscription of,
£50,000 in aggregate to fund the costs of the Placing.
• Market capitalisation following the Placing at the placing price will be
£1,250,000.
• Dealings in the Ordinary Shares commence on 23rd February 2005.
• The Nominated Adviser to the issue is Nabarro Wells & Company Limited and
the Broker is Falcon Securities (UK) Limited.
Leo Knifton, Chairman commented:-
'LHP Investment plc has a strong management team with broad experience of the
financial services sector in which the Company is proposing to seek
acquisitions. Our focus will be on hedge fund type of businesses and funds of
funds and we are looking to make an initial acquisition of a fund with assets
under management of at least $500m with the opportunity to consolidate further
funds under management in the short term. Significant opportunities exist in
our targeted market place and we believe we are well positioned to take maximum
advantage.'
Enquiries:
LHP Investments Plc
Leo Knifton Tel: +44 (0) 207 251 3762
Biddicks
Shane Dolan Tel: +44 (0) 207 448 1000
Nabarro Wells & Co Limited
Nominated Advisers Tel: +44 (0) 207 710 7400
Jonathan Naess
INFORMATION ON THE COMPANY
Introduction
LHP is a newly incorporated company that has been established by the Directors
in order to identify and acquire companies in the financial services sector,
with a particular emphasis on specialist fund management including hedge fund
businesses and funds of funds.
The Company intends to acquire one or more businesses in the financial services
sector in Europe or North America, which are considered by the Directors to have
the potential for generating significant, sustainable growth and profitability.
The Directors believe that a number of interesting and high quality acquisition
opportunities currently exist in this sector. The Company intends to acquire,
where possible, 100% shareholdings in such businesses on attractive terms.
The Directors intend to review a number of potential acquisition opportunities
and the Directors have identified several target companies but have not, at this
stage, carried out any due diligence or entered into any firm commitment in
connection with any acquisition. Once terms have been negotiated and finalised
for the acquisition of a suitable business or businesses, shareholders' approval
will be sought if required.
The key attributes LHP will look for in a prospective acquisition target are as
follows:-
• competent management, with a track record in current market conditions of
building and managing a business;
• potential for expansion of revenue streams; and
• business strategies which complement those of the Company and which will
enhance earnings.
Company expenditure will be kept to a minimum and the Directors will not draw
any remuneration from the Company until such time as a substantive acquisition
has been made. At that time the remuneration of Directors will be reviewed and
suitable remuneration arrangements will be determined by the Directors. The net
proceeds of the Placing will be placed on deposit and, in the event that no
substantive acquisition is made within 18 months of Admission, it is the
intention of the Directors that the funds then held by the Company will be
returned to Shareholders. Upon Admission, the Company will have no trading
activity.
It is expected that any business or company to be acquired may have greater
assets, profits, turnover or capital than the Company. Therefore, should an
acquisition be classified for the purpose of the AIM Rules as a reverse
takeover, it would be subject to the approval of the Company's shareholders in a
general meeting and may involve the suspension of trading of the Ordinary Shares
on AIM pending the publication of the circular seeking such approval. Such an
acquisition is likely to result in the vendors of the business acquired holding
a substantial part of the enlarged equity and its management comprising the
majority of the Board.
The Directors have broad experience of the financial services sector in which
the Company is proposing to seek acquisitions, and have considerable experience
of making acquisitions and applying management techniques to improve the
performance of acquired companies. In particular, for the last 14 years Mr
Claridge has experience of providing financial services to the specialist fund
management industry. The Directors will use this experience to identify
appropriate targets, carry out due diligence and negotiate acquisitions.
It is intended that the day-to-day management of companies that are acquired by
the Company will remain in the hands of existing management where that is
considered appropriate.
Directors
Leo Knifton, aged 51, Chairman
Leo Knifton, started his career in the City in 1970 as a Stock Jobber and Market
Maker with Pinchin Denny. He became a Member of the Stock Exchange in 1982 and
is a Fellow of the Securities Institute. In 1990 he formed Fort Knox Property
Services and later Proshore Financial Services Ltd., developing the Proshore
business into a significant provider of mortgages and related financial
products. Leo became an Appointed Representative of Alfred Henry Corporate
Finance Limited in 2003 to develop a broad range of services to smaller listed
businesses specialising in restructuring and reverse acquisitions. He is a
director of the following AIM listed companies, Oakgate PLC, Alltrue Investments
plc, Caplay Plc, SBS Group Plc, Beaufort International Group plc, PNC Telecom
plc and Internet Music & Media plc.
Patrick Claridge, aged 40, Director
Patrick Claridge began his career in the City at Scott Goff Hancock & Company
and then worked as an equity dealer at a number of city institutions, including
UBS, before joining TIR Securities (UK) Limited in 1990 where he became promoted
to the position of Co-Head of the Global Institutional Brokerage. E*Trade
Institutional Securities acquired TIR Securities (UK) Limited in 1999 and Mr
Claridge was appointed as the CEO of the London operations of E*Trade Securities
(UK) Limited in 2001. His primary responsibilities as CEO included overseeing
the strategic direction of the business and responsibility for day-to-day
operations, including regulatory compliance of the retail and institutional
businesses. The London business employed 120 associates offering a full range of
financial services to a wide range of clients including Pension Funds, Mutual
Funds, Hedge Funds, Banks and Broker Dealers. More recently he has worked as the
head of a new business unit at Collins Stewart targeting UK and European Hedge
Funds. He is also the CEO of Caplay plc, the AIM listed company.
Mr Knifton will continue to act as director of other companies, some of which
are investment companies. Mr Claridge will continue as CEO of Caplay plc. The
Directors do not consider that the investment policy of the Company will give
rise to any conflict of interest for Mr Knifton or Mr Claridge.
The Directors and certain other investors have invested a total of £50,000 into
the Company, for which they have been issued Ordinary Shares in the Company at
an issue price of 0.1p per share. This price reflects the Directors' ability to
contribute to the prospects and strategy of the Company and the risks and
associated costs that they have assumed in setting up the Company.
On Admission, the interests of the Directors will be as follows:-
Name Number of Ordinary Shares Percentage of enlarged issued
Ordinary Share Capital
Patrick Claridge 25,000,000 40%
Leo Knifton 8,333,334 13.33%
Each of the Directors and substantial shareholders has agreed, in accordance
with Rule 7 of the AIM Rules, that they will not dispose of any interest in
Ordinary Shares for a period of one year from Admission, save as permitted under
the AIM Rules.
On 1 February 2005 the Company issued 333,334 warrants to Mr Knifton and
1,000,000 warrants to Mr Claridge to subscribe for Ordinary Shares at a price of
0.1p per Ordinary Share.
Reasons for the Placing
The proceeds of the Placing will be used to provide the funds needed by the
Company to identify and carry out due diligence on potential acquisitions and
investments and to provide working capital for the Company's initial operations
in line with its acquisition strategy.
The Directors believe that the benefits of the Placing and Admission include:-
• the ability to enter into negotiations with vendors of businesses or
companies, to whom the issue of publicly traded shares as consideration is
potentially more attractive than the issue of shares in an equivalent
private company for which no regulated market exists;
• the ability to raise further funds in the future, either to enable a
proposed acquisition to be completed and/or to raise additional working
capital or development capital for the Company once the acquisition has
been completed; and
• the ability to attract high quality directors and employees.
Details of the Placing
The Company is raising up to £250,000 (before expenses) through the placing of
up to 12,500,000 new Ordinary Shares at the Placing Price with investors. The
Placing Shares will represent up to 20 per cent of the issued Ordinary Share
capital of the Company on Admission.
The Directors have already subscribed, or procured the subscription of, £50,000
in aggregate to fund the costs of the Placing.
The Placing is conditional, inter alia, on Admission and raising a minimum of
£200,000 in the Placing and if Admission does not take place on or before 7
March 2005, all funds committed by placees will be returned to them. Dealings
in the Ordinary Shares are expected to commence on 23 February 2005.
This information is provided by RNS
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