Acquisition of Crimson Tide
Cohen(A.) & Co PLC
27 July 2006
FOR RELEASE 7.00 AM 27 July 2006
A.COHEN & CO PLC
('A.Cohen' or 'the Company')
Proposed Acquisition of Crimson Tide Limited
Approval of the waiver to be granted by the Panel on Takeovers and Mergers
Proposed change of name to Crimson Tide plc
Increase of share capital
Placing of 59,975,227 Ordinary Shares of 1p each at 1.5p per share
Proposed issue of Warrants
Admission to trading on AIM
by
W.H. Ireland Limited
Nominated Adviser and Broker
• Acquisition of Crimson Tide, which offers remote e-mail, CRM and
mobile field sales and service solutions on a subscription basis
using handheld computers and smartphones, for approximately £3.01 million
• Placing of 59,975,227 ordinary shares at 1.5p with attached warrants
raising approximately £0.5 million (net of expenses)
• The market for mobile e-mail access is rapidly expanding.
- Palm forecast a 10-fold increase in Worldwide, mobile e-mail users by
2008
- Microsoft believe mobility is set to grow by over 30 per cent. per annum
to 2007
• Key commercial relationships with Sage, Palm and Good Technology
• In the eighteen months to 31 January 2006, Crimson Tide has:
- Gained over 50 customers for its mobile solutions business
- Provided its services to over 500 mobile data users.
• Rowley Ager, previously with Tesco PLC, joins the Board as
Non-Executive Director
• Sales since 31 January, 2006 ahead of equivalent period last year
Graham Ashley, Executive Chairman of A.Cohen, commented:
'After looking at a number of potential takeover targets, the board believes
that Crimson Tide is an excellent acquisition for the shareholders of A.Cohen.
Crimson Tide has a highly experienced management team and is operating in
markets where the demand for mobile data solutions is forecast to grow rapidly
over the next few years.
With annualised sales now running at just under £1 million per annum, we believe
Crimson Tide has an exciting future with good long term growth potential.'
Crimson Tide Limited
Barrie Whipp (Executive Chairman) Tel: 01892 542 444
Mobile: 07778 367 999
A.Cohen
Graham Ashley (Executive Chairman) Tel: 020 7747 7400
W H Ireland Limited
Tim Cofman-Nicoresti (Director, Corporate Tel: 0121 616 2101
Finance)
Cubitt Consulting
Brian Coleman-Smith / Leanne Denman / Tel: 020 7367 5100
Allison Reid
Mobile: 07802 724 400
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Admission Document publication date 27 July 2006
Extraordinary General Meeting 21 August 2006
Completion date of the Acquisition 22 August 2006
Admission effective and dealings in Ordinary Shares 22 August 2006
(including New Ordinary Shares)expected to commence
on AIM
ACQUISITION AND PLACING STATISTICS
Number of existing Ordinary Shares in issue prior to the 15,160,482
Placing and Acquisition
Number of existing Deferred Shares in issue prior to the 15,160,482
Placing and Acquisition
Number of Placing Shares being issued under the Placing 59,975,227
Placing Price 1.5p
Number of Consideration Shares being issued under the 200,759,180
Acquisition
Number of Ordinary Shares in issue following Admission 275,894,889
Number of Ordinary Shares subject to Warrants following 22,574,048
Admission
Number of Deferred Shares in issue following Admission 15,160,482
Percentage of the Enlarged Share Capital held by members of the 76.0%
Concert Party following completion of the Proposals
Mid market price per Ordinary Share on 26 July 2006 (being the 1.5p
latest practicable date prior to publication of the Admission Document)
Gross proceeds of the Placing £0.66 million
Estimated costs of the Placing and Admission £0.16 million
Estimated net proceeds of the Placing receivable by the Company £0.5 million
% of Enlarged % of Enlarged
Share Capital Share Capital
assuming
on Admission exercise of
all warrants
Percentage of the Enlarged Share Capital 5.5 5.1
represented by:
Existing Ordinary Shares prior to Admission
Consideration Shares 72.8 67.3
Placing Shares 21.7 20.1
FOR RELEASE 7.00 AM 27 July 2006
A.COHEN & CO PLC
Proposed Acquisition of Crimson Tide Limited
Approval of the waiver to be granted by the Panel on Takeovers and Mergers
Proposed change of name to Crimson Tide plc
Increase of share capital
Placing of 59,975,227 Ordinary Shares of 1p each at 1.5p per share
Proposed issue of Warrants
INTRODUCTION
The Board announces that the Company has conditionally agreed to acquire the
entire issued share capital of Crimson Tide for a consideration of approximately
£3.01 million to be satisfied by the issue of 200,759,180 Ordinary Shares
(valued at 1.5p per share) conditional, inter alia, on Admission.
As at the close of business on 26 July 2006, (being the last practicable date
before publication of this announcement) the closing mid market price of an
Ordinary Share was 1.5p, valuing Crimson Tide at approximately £3.01 million and
A.Cohen at approximately £0.23 million.
The Company has also conditionally raised approximately £0.5 million, net of
expenses, by way of the Placing at 1.5p per Ordinary Share of 1p each, which is
being undertaken in order to provide working capital for the Enlarged Group.
The Consideration Shares will represent 72.8 per cent. of the Enlarged Share
Capital on Admission. In view of the size of Crimson Tide relative to the
Company, the Acquisition will constitute a reverse takeover of A.Cohen under the
AIM Rules and therefore requires the prior approval of Shareholders at an
Extraordinary General Meeting, notice of which is set out at the end of the
Admission Document posted to Shareholders today. In conjunction with the
Acquisition, A.Cohen proposes to increase its share capital and change its name
to Crimson Tide plc. Warrants will be issued to Placees and Shareholders on the
register of the Company at the Record Date, on the following basis:
(i) Placees - 1 Warrant for every 4 Placing Shares subscribed for
under the Placing; and
(ii) Shareholders - 1 Warrant for every 2 Ordinary Shares held.
Additionally, because the members of the Concert Party (comprising certain of
the Crimson Tide Shareholders and associated parties) will own more than 30 per
cent. of the Enlarged Share Capital as a result of the Acquisition, the Company
is seeking a waiver under Rule 9 of the City Code. In the absence of the Waiver,
the City Code would otherwise require the members of the Concert Party to offer
to acquire those Ordinary Shares that they do not own. A proposal seeking
Shareholder approval for such a waiver is, therefore, included in the notice of
the Extraordinary General Meeting set out in the Admission Document.
INFORMATION ON CRIMSON TIDE
INTRODUCTION
Crimson Tide is a growing mobile data solutions provider building on its
established expertise in CRM systems, telecoms software and bespoke software
development, to provide companies in the SME sector with the ability to access
their business information whilst away from the office.
HISTORY AND DEVELOPMENT
Crimson Tide was founded in 1996 and is based in offices in Tunbridge Wells.
The company, which now has 10 employees excluding the non-executive directors,
was founded by its current Executive Chairman Barrie Whipp. Initially it focused
on the provision of software services to the SME (small and medium enterprises)
sector. These ranged from acting as reseller of established CRM software such as
Goldmine and Saleslogix to providing bespoke integrated software solutions.
As its business developed, Crimson Tide gained expertise in specific areas
including CRM systems, telecoms monitoring software and internet services. In
2004, Barrie Whipp invited Stephen Goodwin and Jeremy Roth to join the
management team to exploit the opportunity to build on this expertise and apply
it to the rapidly increasing use of mobile technology.
In 2004, the company raised approximately £385,000 privately to launch and
develop its mobileprofessional service brand and to expand its operational base.
The funds have enabled Crimson Tide to establish a range of subscription based
services including remote e-mail, mobile field sales and mobile field service
solutions using hand held computers such as the Palm Treo and Pocket PC devices.
The company has continued to build on its expertise and has established
reference sites for its key product offerings. It is now seeking to invest
further in the rollout of this business to exploit the opportunities presented
by accelerating growth in demand for remote e-mail and mobile data solutions.
PRODUCTS AND SERVICES
The mobileprofessional services are based on the use of handheld devices to
provide a range of remote data services and software solutions on a subscription
basis including:
• Remote e-mail management;
• Electronic forms
• Corporate CRM systems with remote access for management and employees and
• Remote access to company data and management information integrated
with back-end systems hosted by the customer or by Crimson Tide.
Crimson Tide offers these services on a monthly subscription model allowing the
customer to acquire I.T. functionality without incurring the capital expenditure
usually associated with these types of business solutions.
In addition to the above, the company continues to offer its traditional
business solutions including CRM software, bespoke software and to supply its
own telecoms management software. It also continues to generate on-going
revenues by supporting software solutions that it has previously supplied to its
existing customers.
KEY COMMERCIAL RELATIONSHIPS
Crimson Tide is:
• A Sage business partner and one of Sage's top mobile solutions
business partners;
• A Palm certified partner; and
• A Good Technology business partner.
These relationships allow the company to offer integrated solutions using its
partners' technology and obtain discounts on its partners' products.
REVENUES AND CUSTOMERS
In the eighteen months to 31 January 2006, Crimson Tide gained over 50 customers
for its mobile solutions business and has provided its services to over 500
mobile data users.
In that period, revenues from this source have amounted to £393,035 of which
£133,667 was achieved in the last three months to 31 January 2006, more than 50
per cent. of the total earned in the year ended 31 October 2005.
In the same eighteen months to 31 January 2006, revenues from other products and
services totalled £609,256.
DIRECTORS
The directors of Crimson Tide are Barrie Whipp, Stephen Goodwin, Jeremy Roth,
Graham Ashley and Helen Whipp. These directors, with the exception of Helen
Whipp will join the Enlarged Group Board on Admission. Upon Admission Helen
Whipp will resign from the board of Crimson Tide and will not join the Enlarged
Group Board. Details of the Proposed Directors joining the Enlarged Group Board
are set out below.
The Enlarged Group intends to retain the services of the existing employees of
Crimson Tide and will seek to further increase staff numbers as the business
develops.
EMPLOYEES
Crimson Tide currently has 10 employees, excluding the non-executive directors,
all of whom are based at Crimson Tide's premises at Tavern Cellars, 39/41 The
Pantiles, Tunbridge Wells, Kent TN2 5TE. Average employee numbers over the last
27 months are set out in the table below:
Function Average Number of Employees
Three months Year ended 31 Year ended 31
ended 31 January October 2005 October 2004
2006
Sales and Marketing 4 4 3
Technical Support and 4 4 3
Development
General Management, Finance 3 3 4
and Administration
Total 11 11 10
THE MARKET AND STRATEGY
The market for mobile e-mail access is expanding rapidly. Palm forecast a
10-fold increase in worldwide, mobile e-mail users by 2008 and Microsoft believe
mobility is set to grow by over 30 percent per annum to 2007.
The Enlarged Group Board believes that many smaller companies and organisations
do not have the in-house expertise to implement effective remote e-mail
operations and that providing these services alone offers a significant market
opportunity to increase the customer base. More importantly the Enlarged Group
Board believes that as the use of handheld devices increases, so will the
opportunity for the provision of other software services to allow remote
integration with other corporate systems and databases.
Based on its experience since launching its mobileprofessional services, the c
ompany believes that the greatest potential for developing sales lies in those
sectors where there is a significant element of:
• Field services;
• Field sales; or
• Field audit and review
These elements would be enhanced by direct, remote, access to a corporate
database and/or processing system.
The company has identified three key vertical markets where it initially intends
to focus its marketing resources as follows:
1. Plant and Machinery Suppliers - with a heavy field service and
sales element;
2. Companies with field based inspection and reporting requirements;
and
3. Utility Services Suppliers - where there is a high level of on
site review and reporting
Resources will be devoted both to marketing and product development in those
sectors. While the Enlarged Group Board intends that the Enlarged Group should
focus on key vertical markets, it remains aware of the potential opportunities
offered by the construction and site services, financial services and market
research sectors, and will seek to address these and other broader opportunities
through its wider marketing initiatives. A marketing plan has been developed
encompassing a range of activities from web and print based advertising through
direct selling, events and public relations.
COMPETITION
The Enlarged Group Board believes that although most competitors address one or
other part of its services, they are not aware of any direct competitor offering
exactly the same service and subscription model as Crimson Tide. Organisations
competing in part with Crimson Tide include:
(i) The mobile networks;
(ii) Mobile software companies;
(iii) Hardware suppliers; and
(iv) BlackBerry suppliers.
The Enlarged Group Board believes that at the current time, the principal
constraint on sales arises from lack of awareness among its target customer base
of the potential opportunity for and benefits offered by Crimson Tide's mobile
solutions model.
SUMMARY FINANCIAL INFORMATION
As at 31 January 2006 Crimson Tide had net assets of £137,201. The results of
the Crimson Tide Group for the three years and a quarter ended 31 January 2006
are set out in the accountants' report on the Crimson Tide Group in Part IV of
the Admission Document and the following summary financial information should be
read in conjunction with that financial information:
Quarter Year Year Year
ended ended ended
ended
31 31 31
31 October October October
January
2005 2004 2003
2006
Profit and loss account £ £ £ £
Turnover 229,941 686,911 444,672 531,461
Operating profit/(loss) before 5,596 (111,851) (362,858) 20,798
amortisation,
depreciation and interest
(Loss)/profit before and after (5,617) (161,793) (430,817) 1,695
tax
The decline in turnover and increase in costs between 2003 and 2004 reflects the
change in emphasis of the business towards the development of the mobile
professional concept and related expenditure. Since 2004, sales have grown
strongly in large part reflecting the success of this strategy and in the
quarter ended 31 January 2006 Crimson Tide made a small operating profit before
amortisation, depreciation and interest.
CURRENT TRADING AND PROSPECTS
In the period since 31 January 2006, sales have been ahead of the equivalent
period for last year.
The Enlarged Group Board believes that the current market presents significant
opportunities for organic and acquisitive growth and view the future with confi
dence.
INFORMATION ON A.COHEN
The Company has effectively no ongoing trade save for the completion of a number
of transactions, which took place whilst it was a trading company.
The Company disposed of its Woolwich site on 28 March 2003 to Tilfen Land
Limited for a cash consideration of £750,000. This disposal resulted 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 as
at 31 December 2002 and the sale proceeds. The Company applied the net proceeds
of the disposal, amounting to £570,000, to reduce indebtedness by paying
£482,000 to creditors and for working capital purposes.
The Ordinary Shares were admitted to trading on AIM on 30 September 2003
following the cancellation of the listing for Ordinary Shares on the official
List and subsequent transfer to trading on AIM.
On 2 October 2003, the Company disposed of its 20 per cent. interest in Scott
Tod Developments Limited to Darwen Capital plc for a cash consideration of
£525,000 being the book value of the investment in the interim accounts released
to the market on 30 September 2003. The disposal resulted in the Company
recording neither a gain nor a loss on the disposal. The sales proceeds were
used for working capital purposes.
On 8 February 2006, the Company announced that it had negotiated the sale of its
24.5 per cent. investment in ROO Media Europe Ltd (''RME''), a supplier of
internet and broadband media, to ROO Group Inc. (of which RME is a subsidiary),
for a cash consideration of £50,000 being the book value of the investment in
the accounts at 31 December 2005, before expenses. A.Cohen did not derive any
income or revenue from RME. The proceeds of this disposal were also used for
working capital purposes.
Under the Proposals and as a result of the Acquisition, the Concert Party has
confirmed that the business of Crimson Tide will be continued in substantially
the same manner as present, with no major changes. The Enlarged Group will
therefore commence the provision of mobile data solutions enabling customers to
access their business information whilst away from the office through Crimson
Tide's mobile data solutions business which will be continued and developed. The
Enlarged Group Board believes that the Proposals will give the Enlarged Group
access to a number of growth and investment opportunities.
PRINCIPAL TERMS OF THE ACQUISITION
Under the terms of the Acquisition Agreement, the Company has conditionally
agreed to acquire the entire issued share capital of Crimson Tide in
consideration for the issue to the Vendors of the Consideration Shares.
Therefore in relation to the Acquisition there are no financing arrangements in
place. As such, there is no arrangement in place relating to the Acquisition
where the payment of interest on, repayment or security for any liability
(contingent or otherwise) is dependent to any significant extent on the business
of the Company. The Acquisition Agreement is conditional, inter alia, on (i) the
passing of the Resolutions; (ii) the Placing Agreement becoming unconditional in
all respects (other than any condition relating to completion of the Acquisition
Agreement and Admission); and (iii) Admission.
The Consideration Shares will represent 72.8 per cent. of the Enlarged Share
Capital and, upon their allotment, will rank pari passu in all respects with the
Ordinary Shares and the Placing Shares.
CHANGE OF NAME
The name of the Company will be changed to Crimson Tide plc, conditional upon
both the passing of Resolution 5 by the Shareholders and completion of the
Acquisition.
DETAILS OF THE PLACING
The Company is issuing 59,975,227 Placing Shares pursuant to the Placing at the
Placing Price to raise approximately £0.5 million (net of expenses), to finance
the costs of the Proposals and to provide working capital for the Enlarged
Group. The Placing Shares will represent approximately 21.7 per cent. of the
Enlarged Share Capital, will be fully paid upon issue and will rank pari passu
in all respects with the existing Ordinary Shares and the Consideration Shares.
The Company, the Directors and the Proposed Directors have entered into the
Placing Agreement with W.H. Ireland. The Placing is not being underwritten. The
Placing Shares have been conditionally placed with institutional and other
investors including W.H. Ireland, DMH Stallard and certain other advisers as set
out in Part VIII of the Admission Document. The Placing is conditional inter
alia upon the Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms, and Admission becoming effective on 22
August 2006 (or such later time and date as the Company and W.H. Ireland may
agree).
ISSUE OF WARRANTS
Pursuant to the terms of the Warrant Instruments, 7,580,241 Warrants are to be
issued to Shareholders as at the Record Date on the basis of 1 Warrant for every
2 Ordinary Shares held and 14,993,807 Warrants are to be issued to Placees on
the basis of 1 Warrant for every 4 Ordinary Shares subscribed for under the
Placing. There will be no entitlement to fractions of Warrants, which will be
aggregated and will be issued at the discretion of the Board.
The Warrants are exercisable in whole at any time up to 3 years after Admission.
The exercise price of the Warrants will be 1.5p, which represents the same price
as the closing price of the Ordinary Shares on 26 July 2006 (being the last
practicable date prior to publication of the Admission Document). The Warrants
are transferable but will not be admitted to trading on AIM. Application will be
made for the Ordinary Shares arising on the exercise of the Warrants to be
admitted to trading on AIM.
DIVIDEND POLICY
Initially the Enlarged Group Board anticipate that any earnings will be retained
by the Company for the development and growth of the business of the Enlarged
Group.
The declaration and payment by the Company of dividends will, once the Enlarged
Group has achieved its development objectives, be dependent upon the Company's
financial condition, future prospects and other factors deemed to be relevant at
the time. This will take into account both the requirements of the business and
the expectations of the Shareholders.
EXTRAORDINARY GENERAL MEETING
A notice is set out at the end of the Admission Document convening an
Extraordinary General Meeting to be held at 11.00 a.m. on 21 August 2006 at the
offices of DMH Stallard, Centurion House, 37 Jewry Street, London EC3N 2ER..At
the Extraordinary General Meeting, the Resolutions will be proposed to increase
the share capital of the Company, approve the Acquisition, approve the Waiver,
approve the change of name, authorise the Directors to allot up to 340,000,000
Ordinary Shares (including the Consideration Shares and Placing Shares) and
disapply pre-emption rights over 340,000,000 Ordinary Shares (including the
Placing Shares).
RECOMMENDATION OF THE DIRECTORS
Graham Ashley is a Director, a Crimson Tide Director and a Vendor and has
therefore not participated in the Board's deliberation of the Acquisition or the
Waiver. The Acquisition constitutes a related party transaction pursuant to Rule
13 of the AIM Rules. The Independent Directors, who have been so advised by W.H.
Ireland, consider that the terms of the Proposals and the Waiver are fair and
reasonable and in the best interests of the Company and Shareholders as a whole.
In providing advice to the Board, W.H. Ireland has taken into account the
Directors' and the Proposed Directors' commercial assessments. Accordingly, the
Independent Directors unanimously recommend Shareholders to vote in favour of
the Resolutions
DIRECTORS AND PROPOSED DIRECTORS
The Board currently comprises three Directors as follows:
Graham Ashley (aged 58, Executive Chairman)
Graham has over 40 years experience in stockbroking and corporate finance and
was a founding director and shareholder of stockbrokers, Greig Middleton
Holdings Limited (''Greig Middleton''). After the merger of Greig Middleton with
Gerrard Limited he became a director of Gerrard Limited and following its
acquisition by Old Mutual Securities Limited (''OMS''), a corporate finance
director of OMS (which subsequently became Arbuthnot Securities Limited). Graham
has advised on acquisitions and disposals and fundraisings across a wide range
of sectors and industries. He is also currently a non-executive director of
Dermasalve Sciences plc, Quintessentially English plc and Scott Tod plc, all
quoted on AIM. He has been a Non-Executive Director of Crimson Tide since April
2004. In February 2006 he became Chief Executive Officer of IAF Securities
Limited, a stockbroking firm which is a division of IAF Group plc, quoted on
AIM. IAF Securities Limited is the financial adviser to Crimson Tide.
Graham was appointed as a director of the Company on 20 October 2004 and was
appointed as Chairman on 21 February 2005.
Russell Sincock (aged 58, Non-Executive Director)
Russell was appointed as Non-Executive Director on 8 March 2001. Russell is an
Australian chartered accountant and has been running his own practice, Madder
Sincock & Co., for nine years. Russell was previously a partner of BDO Nelson
Parkhill, based in Melbourne, where he was managing partner for three years.
James Ferguson (aged 59, Non-Executive Director)
Jim joined A.Cohen 28 years ago and was appointed as a Director in 1995. He has
worked in the metals and refining business for over 30 years.
Proposed Directors
On Admission the following will be appointed as directors of the Company:
Barrie Whipp (aged 45, Proposed Executive Chairman)
Barrie founded Crimson Tide in 1996. He was responsible for the day-to-day
management of the Crimson Tide business between 1996 and 2004 and formulated the
ideas behind the Company's mobile data solutions in 2003, recruiting the new
management team in 2004. After a career in finance, he founded the financial
services arm of Tiphook plc. He later became Group Managing Director of IAF
Group plc which was subsequently admitted to the Official List in April 1994. He
has served as a non-executive director of Wills Group plc, as well as a number
of private companies. He will be responsible for setting the Enlarged Group's
vision and strategy as well as setting goals and targets for the Enlarged Group
Board.
Stephen Goodwin (aged 47, Proposed Chief Executive Officer)
Steve was appointed as Crimson Tide's Chief Executive in April 2004 and has
responsibility for delivering the strategy, day to day management of the Company
and financial management and control.
Steve is a certified accountant with 16 years experience at board level and with
12 years experience as a CEO. After training as an accountant working for Shell
International, he joined Tiphook plc in 1988 where he became Group Financial
Controller and later Finance Director of the trailer division. In 1994 Steve was
appointed Managing Director of the rail division and in 1996 led the management
team in a £30 million management buy out working with Prudential's venture
capital arm and HSBC. The business was sold two years later to GE Capital (''GE
'') where he stayed on as Managing Director of GE's European rail business and
gained further experience in negotiating and integrating acquisitions.
Jeremy Roth (aged 44, Proposed Sales Director)
Jeremy has over fifteen years experience in mobile telecommunications. His early
career was with Connexions, a mobile telecoms dealer based in the South East
selling mobile telephones in the early days of the introduction of personal
mobile phones.
He joined Astec Communications in 1989 which was subsequently taken over by
Vodafone. Jeremy worked within Vodafone Corporate, dealing with mobile
communications for some of its biggest corporate accounts and later as a senior
sales executive, was given responsibility for dealing with the NHS. During this
time he built relationships with a number of NHS Trusts including ambulance
services and the Department of Health. He developed these accounts from being
purely voice communications to mobile data and sold a number of BlackBerry and
other mobile data solutions. He joined Crimson Tide in 2004 to head the Company
's sales efforts.
Rowley Ager (aged 60, Proposed Non-Executive Director)
Rowley is a qualified accountant who has spent all of his working life in
industry and commerce. In 1972, Rowley joined BAT Industries Group plc in a
number of finance roles. In 1986, Rowley joined Tesco PLC becoming Company
Secretary from 1990 until 2004 and was a member of the Tesco PLC board from 1992
until 2004. Rowley was Chairman of Tesco Personal Finance a 50:50 financial
services joint venture with RBS Group plc from its formation in 1995 until he
retired in 2004. He is currently chairman of Tesco Pension Trustees Limited.
Immediately prior to Admission, Russell Sincock and James Ferguson will resign
from the Board and Graham Ashley will relinquish the role of executive chairman
but remain as a non-executive director. Upon completion of the Proposals, the
Proposed Directors will join the Enlarged Group Board.
DEFINITIONS
The following words and expressions shall have the following meanings in this
announcement unless the context otherwise requires:
'Acquisition' the proposed acquisition of Crimson Tide by the
Company, further details of which are set out in
Part VIII of the Admission Document;
'Acquisition the agreement dated 27 July 2006 pursuant to
Agreement' which the Company has conditionally agreed to
acquire the entire issued share capital of
Crimson Tide further details of which are set out
in Part VIII of the Admission Document;
'Act' the Companies Act 1985, as amended;
'acting in concert' shall bear the meaning ascribed thereto in the
City Code;
'Admission' the admission of the existing Ordinary Shares and
the New Ordinary Shares to trading on AIM
becoming effective in accordance with the AIM
Rules;
'Admission Document' the admission document dated 27 July 2006;
'AIM' the AIM Market of the London Stock Exchange;
'AIM Rules' the rules applicable to AIM as published by the
London Stock Exchange from time to time;
'Articles' the Company's articles of association;
'Board' or the directors of the Company, whose names appear
'Directors' above;
'City Code' the City Code on Takeovers and Mergers (as
amended from time to time);
'Combined Code' the Combined Code of Corporate Governance
published in July 2003;
'Company' or A.Cohen & Co. Plc;
'A.Cohen'
'Completion' completion of the Acquisition;
'Concert Party' Barrie Reginald John Whipp, Stephen Keith
Goodwin, Jeremy Walter Frederick Roth, Graham
Basil Ashley, Rowley Stuart Ager, the Goodwin
Accumulation and Maintenance Trust and other
individuals as set out in Part VIII on page 69 of
the Admission Document;
'Consideration' or the 200,759,180 New Ordinary Shares to be issued
'Consideration to the Vendors, credited as fully paid, pursuant
Shares' to the Acquisition Agreement;
'Controlling means shares representing not less than 30 per
Interest' cent. of Voting Rights;
'CREST' the computerised settlement system to facilitate
the transfer of title of shares in uncertificated
form, operated by CRESTCo;
'CRESTCo' CRESTCo Limited;
'CREST Regulations' the Uncertificated Securities Regulations 2001
(SI 2001/3755) including any modification thereof
or any regulations in substitution therefore made
under section 207 of the Companies Act 1989 and
for the time being in force;
'Crimson Tide' Crimson Tide Limited, a company incorporated in
England and Wales under company number 02977368;
'Crimson Tide Dire Barrie Reginald John Whipp, Jeremy Walter
ctors' Frederick Roth, Stephen Keith Goodwin, Graham
Basil Ashley and Helen Bridget Whipp;
'Crimson Tide Group' Crimson Tide and its subsidiaries;
'Crimson Tide holders of Crimson Tide Shares;
Shareholders'
'Crimson Tide Shares' ordinary shares of 1p each in the share capital
of Crimson Tide;
'Deferred Shares' the deferred shares of 19p each in the share
capital of the Company;
'EGM' or the extraordinary general meeting of the Company
'Extraordinary to be held at DMH Stallard, Centurion House, 37
Jewry Street, London EC3N 2ER at 11.00 a.m. on 21
General Meeting' August 2006, notice of which is set out at the
end of Admission Document;
'Enlarged Group' the A.Cohen Group and the Crimson Tide Group
together;
'Enlarged Group the directors of the Company upon and immediately
Board' following Admission;
'Enlarged Share the entire issued ordinary share capital of
Capital' A.Cohen upon Admission as enlarged by the issue
of the New Ordinary Shares;
'FSMA' Financial Services and Markets Act 2000;
'Independent James Simpson Ferguson and Russell John Sincock;
Directors'
'London Stock London Stock Exchange plc;
Exchange'
'New Ordinary Shares' the Consideration Shares and the Placing Shares;
'Official List' the Official List of the UKLA;
'Ordinary Shares' ordinary shares of 1p each in the capital of the
Company;
'Panel' the Panel on Takeovers and Mergers;
'Placees' the subscribers for the Placing Shares;
'Placing' the proposed placing of the Placing Shares at the
Placing Price pursuant to the Placing Agreement;
'Placing Agreement' the conditional agreement between W.H. Ireland,
the Directors, the Proposed Directors and the
Company, further details of which are set out in
Part VIII of the Admission Document;
'Placing Price' 1.5 per Placing Share;
'Placing Shares' the 59,975,227 new Ordinary Shares to be issued
pursuant to the Placing;
'Proposals' the Acquisition approval of the Waiver, change of
name, increase of share capital, Placing and
issue of Warrants described in Admission
Document;
'Proposed Directors' Barrie Reginald John Whipp, Stephen Keith
Goodwin, Jeremy Walter Frederick Roth and Rowley
Stuart Ager;
'Record Date' 19 August 2006;
'Resolutions' the resolutions set out in the notice of EGM at
the end of Admission Document and reference to a
'Resolution' shall be the relevant resolution set
out in the notice of EGM;
'Share Dealing Code' the code on dealings in the Company's securities
adopted by the Company;
'Shareholders' or holders of existing Ordinary Shares and Deferred
'Members' Shares;
'A.Cohen Group' A.Cohen and its subsidiaries;
'UKLA' the United Kingdom Listing Authority of the
Financial Services Authority, acting in its
capacity as the competent authority for the
purposes of Part VI of the Financial Services and
Markets Act 2000;
'Vendors' the Crimson Tide Shareholders as set out in Part
II of Admission Document;
'Voting Rights' means the right to receive notice of, attend (in
person or by proxy or by corporate
representative), speak (in person or by corporate
representative) and to cast (in person or by
proxy or by corporate representative) one vote
per share at general meetings of the Company;
'Waiver' the waiver of the obligations that would
otherwise arise under Rule 9 of the City Code for
the Concert Party to make a general cash offer
for the whole of the Company's issued share
capital;
'Warrant Instrument' the warrant instrument executed by the Company on
27 July 2006;
'Warrants' the 22,574,048 warrants, 7,580,241 of which
entitle the registered holder thereof to
subscribe for one Ordinary Share at 1.5p for
every 2 Ordinary Shares held and 14,993,807of
which entitle the registered holder thereof to
subscribe for one Ordinary Share at 1.5p for
every 4 Placing Shares subscribed for at any time
until 3 years after Admission, the terms of are
set out in Part VIII of the Admission Document;
and
'W.H. Ireland' W.H. Ireland Limited.
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