Admission to AIM
December 06 2005 - 1:03AM
UK Regulatory
RNS Number:1752V
Libra Retail PLC
06 December 2005
LIBRA RETAIL PLC (the "Company")
6 December 2005
Reverse takeover of Grafton Insurance Services Ltd and Admission to AIM
Change of name to LEO INSURANCE SERVICES PLC
Placing of 1,443,191 new Ordinary Shares at 14p per share to raise over #200,000
Allotment of 65,000 new Preference Shares at a price of #1 per share
1-for-10 Share Consolidation
Libra Retail plc announces today that it has entered into an agreement to invest
in Grafton Insurance Services Ltd, a newly formed company which is to trade as a
property insurance broker. Grafton will be owned 50% by Libra Retail plc and 50%
by the Management Shareholders.
The Grafton Investment constitutes a reverse takeover under the AIM Rules, and
so trading in the Ordinary Shares of 0.1p on AIM will be cancelled and the
Company will apply to the London Stock Exchange for its issued and to be issued
ordinary share capital to be admitted to trading on AIM.
In addition, Libra Retail plc proposes to change the name of the Company to LEO
INSURANCE SERVICES PLC, to consolidate its share capital and to raise over
#200,000 through Teather & Greenwood to cover the costs of the Proposals.
An EGM has been convened for 11.00 a.m. on 5 January 2006, at Dechert LLP, 160
Queen Victoria Street, London EC4V 4QQ.
Libra Retail plc is managed by a Board of four Directors:
Larry Lipman Executive Chairman Paul Davis Finance Director
Errol Lipman Executive Director Edward Young Non-Executive Director
Expected Timetable for Admission
Publication of the document 6 December 2005
Last time for receipted Forms of Proxy 11.00 a.m. on 3 January 2006
Extraordinary General Meeting 11.00 a.m. on 5 January 2006
Record Date for the Share Consolidation Close of business 5 January 2006
Admission and dealings in the Ordinary Shares of 1p expected to 6 January 2006
commence on AIM and expected date for CREST accounts to be credited
Certificates in respect of the Ordinary Shares of 1p to be despatched 20 January 2006
Placing Statistics
Placing price 14p
Number of new Ordinary Shares of 1p being pursuant to the Placing 1,443,191
Number of Ordinary Shares of 1p in issue immediately following the 7,062,381
Placing
Market capitalisation following the Placing at the Placing Price #988,733
Percentage of the Enlarged Issued Share Capital Placed 20.43 per cent.
Estimated gross proceeds of the Placing #202,047
Full details of these proposals have been oultlined in a circular sent to
shareholders today. Extracts from this circular are reproduced below.
For further information please contact:
Libra Retail Plc Teather & Greenwood Binns & Co PR Ltd
Larry Lipman Paul Davis Jeff Keating Paul McManus
Executive Chairman Finance Director Robert Naylor Tel: 020 7786 9600
Tel: 020 8815 1600 Tel: 020 8815 1600 Tel: 020 7426 9000 Mob: 07980 541 893
Extract from Letter from the Chairman circulated to shareholders today:
Background
Your Directors have a large number of connections in the property industry and
we believe that we can make use of them to sell property insurance services.
Paul Davis and I, together with Eddie Young, were formerly directors of Hercules
where we were, amongst other things, partly responsible for the growth of that
group's property insurance business. Whilst we do not suggest that the Company
will replicate the success of Hercules' growth, we believe that the experience
we gained there can be of value to the Company in its new investment.
Reasons for the Grafton Investment
The strategy of Grafton is to focus on arranging property insurance for contacts
introduced to it by the Executive Directors. This was the basis on which the
Hercules group started its insurance broking business and your Directors believe
that that formula will be profitable once more.
Grafton will be owned as to 50 per cent. by the Company and as to 50 per cent.
by the Management Shareholders, who are individuals with experience in the
insurance broking business and who, your directors believe, have the necessary
expertise to manage Grafton's broking business. Since Grafton is a newly formed
company, with no assets at this stage, the cost of the investment is nominal.
Once the Proposals have been approved by the Company's shareholders, it is
envisaged that both Safeland and Bizspace will appoint Grafton to act as their
insurance broker for their respective property portfolios. In accordance with
common practice within the property industry, commission will be shared between
Grafton and the relevant insured party. The agreements with Safeland and
Bizspace will be subject to termination by either party on not less than three
months notice, save that no notice may expire prior to the eighth anniversary of
the date of each agreement, unless Grafton is sold to a third party prior to the
sixth anniversary, in which case such notice may expire on or after the sixth
anniversary (but not before). The maximum aggregate commission payable to
Safeland under the proposed agreement with Safeland is #600,000 and the
agreement will terminate upon that limit being achieved. The amount of
commission estimated to be payable to Safeland under the agreement is
approximately #20,000 per annum. Accordingly, your Directors do not envisage
that this upper limit will be exceeded.
My brother Errol and I have interests (through our investments in SHC) in over
50 per cent. of the share capital of Safeland. Due to those interests, the
arrangements between Grafton and Safeland will also require the approval of
Safeland's shareholders and a separate circular will be sent to them seeking
their consent. The agreement between Grafton and Safeland will be entered into
following that consent being obtained.
Under the proposed Management Shareholders Agreement, the parties will have the
option to require Grafton to be marketed for sale for the period beginning on
and from 1 April 2010 and ending on (and including) 30 November 2010. If the
best offer received from any potential third party buyer of Grafton is less than
Grafton's net income during the twelve months prior to their offer (but is at
least equal to 85 per cent. of that income) then the Management Shareholders
shall be entitled to purchase the Company's shares in Grafton at the price
offered by that third party or if higher for a price equal to Grafton's net
income multiplied by the proportion of Grafton's shares then held by the
Company.
Grafton will apply to the FSA for authorisation to carry on business as an
insurance broker in the UK as soon as possible after entering into the
Management Shareholders' Agreement. Until such authorisation is given, it is
intended that Grafton will (subject to the appropriate requirements of the FSA
being satisfied) operate as an appointed representative of Anthony Jones (UK)
Limited, a company in which one of the Management Shareholders is interested,
which is authorised and regulated for the purposes of general insurance by the
FSA.
Other Proposals
It is proposed to change the name of the Company to Leo Insurance Services Plc
to reflect the nature of its new activities. The opportunity is also being taken
to consolidate the Company's share capital into 5,619,190 Ordinary Shares of 1p
each. The consolidation of the Company's share capital will take place on the
basis of 1 new Ordinary Shares of 1p each for 10 existing Ordinary Shares of
0.1p each.
It is also proposed that the Company's articles of association be altered
pursuant to the Resolution in order to enable any fractions arising from the
Share Consolidation to be aggregated and sold in the market for the benefit of
the Company.
Terms of the Placing
The Company and Teather & Greenwood have, on 5 December 2005, entered into a
Placing Agreement pursuant to which Teather & Greenwood have agreed, subject to
the fulfilment of certain conditions, to use its reasonable endeavours to
procure subscribers for the Ordinary Shares of 1p at the Placing Price.
Unicorn Asset Management Limited has agreed, conditionally upon Admission taking
place, to subscribe for 1,443,191 Ordinary Shares of 1p each at 14p per share,
which will represent 20.43 per cent. of the Enlarged Ordinary Share Capital.
This subscription will raise #202,047 for the Company, which will be used to
cover the professional fees and other costs which the Company has incurred in
connection with the Proposals.
The Placing is not a rights issue or open offer and no new shares are being
offered generally to shareholders, whether on a pre-emptive basis or otherwise.
The Directors believe that the considerable additional costs and delay to which
a rights issue or an open offer would give rise would not be in the best
interests of the Company in the circumstances, given the size of the Placing.
Preference Shares
In order to provide the Company with sufficient funds to meet administration and
overhead costs, it is proposed that 65,000 Preference Shares be created,
allotted and issued to Safeland at the price of #1 per Preference Share. The
Preference Shares provide for a fixed cumulative dividend at a rate of six per
cent. per annum on the nominal amount of the Preference Shares which accrues on
a daily basis from issue. The Preference Shares can be redeemed by Libra at any
time on seven days written notice or at Safeland's request when all or any part
of the dividend is in arrears for at least 12 months or, in any event, upon the
second anniversary of issue. If the Preference Shares are not redeemed by the
appropriate date, the dividend rate will increase to nine per cent. per annum.
The Preference Shares do not confer a right to attend, speak or vote at any
general meeting of the Company. It is not intended that the Preference Shares
will be admitted to trading on AIM.
Directors
Libra is managed by a Board of four Directors, whose details are given below:
Larry Glenn Lipman, Executive Chairman, aged 49
I have gained extensive experience of the property market over the last twenty
years. I am managing director of Safeland, where my primary focus is on trading
opportunities and the assessment of potential investments and refurbishment
projects. I am also chairman of Bizspace and, until its recent takeover, was
executive chairman of Hercules. I have been closely involved in the successful
development and rapid growth of both companies.
Errol Alan Lipman, Executive Director, aged 47
Errol gained a diploma in hotel management and catering in 1978. He started to
work in the property sector in 1985, when he joined in the sales and rental
departments of a local estate agency which Safeland then owned. Errol has been a
director of Safeland since its flotation in 1988 and he is primarily responsible
for the group's acquisitions and sales of commercial and residential property as
well as for the refurbishment and management of the building projects which the
Safeland group undertakes from time to time.
Paul Malcolm Davis, Finance Director, aged 52
Paul qualified as a chartered accountant in 1975. Having worked as a finance
director in the music industry for 14 years at a major publishing house he
joined Safeland in 1991 and was appointed finance director in early 1992. Paul
is also an executive director of Bizspace and prior to its takeover by
Erinaceous plc he was commercial director of Hercules. In each capacity he has
had considerable experience in negotiating and arranging corporate transactions
and being instrumental in the growth of each of those companies.
Edward George Young, Non-Executive Director, aged 63
Edward qualified as a solicitor in 1968 after graduating from University
College, London. He is a senior partner of the London firm of solicitors
Philippsohn Crawfords Berwald and has extensive experience in commercial
property law and practice. He is a senior legal adviser to a major publishing
group and holds non-executive directorships on the boards of other companies. In
particular, he was a non executive director of Hercules until its take over by
Erinaceous plc last year. Following James Caan's resignation from the Board, as
announced on 4 November 2005, the Company intends to appoint a new non-executive
Director to the board in due course.
Directors' interests and lock-in arrangements
After the Share Consolidation and Placing have been implemented, SHC will hold
2,665,926 Ordinary Shares of 1p each representing approximately 37.30 per cent.
of the Enlarged Ordinary Share Capital and Unicorn Asset Management Limited will
hold 1,443,191 Ordinary Shares of 1p each representing approximately 20.43 per
cent. of the Enlarged Ordinary Share Capital. In addition, the Directors'
aggregate interest in Ordinary Shares of 1p will amount to 176,183 Ordinary
Shares of 1p each representing approximately 2.49 per cent. of the Enlarged
Ordinary Share Capital. Safeland will hold 511,919 Ordinary Shares of 1p
representing approximately 7.25 per cent. of the Enlarged Ordinary Share
Capital. The Directors, Safeland and SHC have agreed not to dispose of any
interests in the securities of the Company for a period of 12 months following
Admission, save in certain specific circumstances permitted by the AIM Rules.
On 3 February 2005, Errol Lipman, Paul Davis and I were each conditionally
granted options over Ordinary Shares of 0.1p worth #175,000 valued by reference
to the average closing middle market quotation for an Ordinary Share of 0.1p (as
derived from the Official List) for the first three dealing days after the
initial admission, which was 1.92p. Each option is exercisable at any time after
18 months and before 10 years following the date of grant.
Recommendation and Directors' Intention
The Directors consider the Proposals are in the best interests of the Company
and its shareholders. Accordingly the Directors unanimously recommend you vote
in favour of the resolution to be proposed at the EGM. The Directors have
undertaken to vote in favour of the resolution to be proposed at the EGM in
respect of their beneficial holdings of 1,761,832 Ordinary Shares of 0.1p in
aggregate representing 3.14 per cent. of the existing issued share capital, with
the exception of Edward Young who is not beneficially interested in any Ordinary
Shares of 0.1p. In addition, SHC, which holds 26,339,257 Ordinary Shares of 0.1p
(amounting to 46.87 per cent. of the existing issued ordinary share capital of
the Company) has undertaken to the Directors that it will vote in favour of the
Resolution.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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