SKW Skiddaw

RNS Number:1386Y
Skiddaw Capital Inc
29 April 2004


                                  ANNOUNCEMENT
                         Skiddaw Capital Inc. (Company)
 Proposed acquisition of Crosby Capital Partners (Holdings) Limited, placing of
   up to 10,000,000 ordinary shares at 12p per share, notice of extraordinary
     general meeting and application for admission and re-admission to AIM

                                                                   29 April 2004

Acquisition

On 24 March 2004 trading in the Company's shares was suspended (Suspension). The
Company has today entered into a conditional agreement with Techpacific Capital
Limited (Techpacific) to acquire the entire issued share capital of Crosby
Capital Partners (Holdings) Limited (Crosby) in consideration of the allotment
and issue to Techpacific of 200,000,000 ordinary shares of US$0.01 each in the
Company (Acquisition). A circular has today been sent to the Company's
shareholders setting out information on the Acquisition (Circular).
Due to the size of the Acquisition in relation to the Company and the
requirements of the AIM rules, the Circular sets out a notice to shareholders
convening an extraordinary general meeting (EGM) at which the Company will seek
shareholder approval of the Acquisition.
The Company is, simultaneously with completion of the Acquisition, seeking to
place up to 10,000,000 ordinary shares (Placing Shares) at a placing price of
12p each (Placing). The Company already has undertakings from existing
shareholders to purchase 5,000,000 of the Placing Shares. Of the remaining
5,000,000 Placing Shares, the Company will, conditional on completion of the
Acquisition, issue 3,333,333 Placing Shares to Silk Route Investments Limited at
the Placing Price, in capitalisation of the sum of #400,000 that will then be
owed by the Company. Consequently, the maximum amount in cash that may be raised
by the Company pursuant to the Placing is #800,000.
On completion of the Acquisition and the Placing, Techpacific will own
200,000,000 ordinary shares in the Company, representing 85.11 per cent. of the
Company's then enlarged issued share capital. In respect of these shares,
Techpacific will be subject to a lock-in arrangement with the Company and the
Company's broker, Canaccord Capital (Europe) Limited, for 12 months from the
date of completion of the Acquisition.

Crosby

Crosby is a holding company for a group of 18 companies that together engage in
the business of investment banking and asset management under the Crosby brand
name (Crosby Group).
The Crosby Group's principal place of business is in Hong Kong where 28 of its
47 employees are based. The group provides investment banking and asset
management services to clients in Asia, through its six principal offices
located in Hong Kong, Singapore, Shanghai, Jakarta, London and Beijing. Crosby
also has representation in Karachi, Bangkok and Manila.
Crosby's investment banking operations offer: structured finance solutions to
corporate clients throughout Asia; advisory services, particularly in cross
border M&A deals in Asian markets; financial sponsorship; the conduct of initial
public offers/private placements for the Chinese market; and general corporate
finance advice to listed companies on corporate and finance restructurings.
Crosby's asset management division has assets under management of over US$370
million.
Crosby has recently announced its entry into the wealth management market to
provide investment advice to high net worth clients with a focus on Asian
markets and specialised funds.
The directors believe that the Acquisition will provide the Crosby Group, and
therefore the Company, with a number of benefits, including a heightened profile
for the Crosby Group, the creation of a larger base in Europe from which to seek
out investment banking mandates from European and Middle Eastern clients, and
the creation of a base for the expansion of the Crosby Group's businesses, in
particular its asset management business, into Europe.

Placing

The Placing is subject to the admission of the Placing Shares to trading on AIM
before 30 June 2004. At the Placing price of 12p per share, the Company would
have a market value of #28,200,000.

Changes to the board

On completion of the Acquisition, John Leat, the Company's present chairman,
will step down and Shahed Mahmood, currently an executive director, will assume
a non-executive role. Robert Owen, Simon Fry, Ilyas Khan and Stuart Westwater
will be invited to join the board, with Robert Owen taking the role of
non-executive chairman. Brief details of the proposed directors are as follows:
Robert Owen, aged 64, has over 35 years' experience in the financial services
industry and joined Techpacific in 1999 as non-executive chairman. In 1988,
Robert became the Advisor on Securities Markets to implement extensive reforms
to the Hong Kong securities and futures regulatory system, which included the
establishment of the SFC. In 1989 he became the first chairman of the SFC on
which he served until 1992. Between 1993 and 1996 he was a council member of
Lloyds of London. Since 1992, he has held senior positions in the Asian
operations of the Nomura Group, as well as being the chairman of the
International Securities Consultancy and a director of Sunday Communications
Limited, the International Securities Consultancy Limited and various other
enterprises. He is currently a member of the Regulatory Council of the Dubai
Financial Services Authority. Robert is based in Hong Kong.
Simon Fry, aged 44, became chief executive officer of the Crosby Group in June
2003, which marked his return to investment banking after leaving the Nomura
Group in 2000. While at Nomura, Simon was a managing director and European board
member as well as a member of Nomura's Risk Committee and Credit Committee. From
1994 to 2000 Simon initiated and built Nomura's Asset Investment Group, whose
focus was to create specific product and strategy groups within it to invest in
mis-priced and undervalued credit and equity exposures. This was done through a
variety of private and public equity, debt and derivative instruments. During
this period, Simon was also responsible for Nomura's highly regarded
International Markets Division. This division was responsible for all the
European capital market activity in equity, fixed income and derivatives
including primary origination. From 1980, Simon worked at Credit Suisse First
Boston (CSFB) for 14 years trading a variety of securities including both fixed
income and equities. From 1990, Simon developed CSFB's Asset Trading Group, and
as managing director built a team that generated significant returns over a
number of years for CSFB. Simon is based in London.
Ilyas Khan, aged 41, is the managing director responsible for the investment
banking activities of the Crosby Group. Ilyas is also a director of Techpacific,
which he founded in December 1998. Prior to December 1998, Ilyas was a senior
member of the management team and a managing director of Nomura, responsible for
the regional (non-Japan Asia) investment banking and fixed income business,
where he worked closely with Simon Fry. Ilyas has more than 18 years' corporate
finance and investment banking experience with financial institutions such as
Citicorp in London and Hong Kong, UBS in London and Hong Kong and Schroders in
London. At Citicorp and UBS, Ilyas initiated, built, and then managed regional
corporate finance and capital market businesses in Asia. Ilyas is based in Hong
Kong.
Stuart Westwater, aged 53, will be a non-executive director of the Company.
Stuart began his career with Citibank in 1973 where he eventually became
treasurer for the Netherlands. He was recruited in 1981 by Bank of America as
senior vice president responsible for its North American foreign exchange and
Eurodollar trading operation. Stuart left Bank of America in 1986 and joined
Gulf International Bank as executive vice president. Between 1991 and 1996, he
became associated with Lazard Brothers and The United Bank of Kuwait PLC in
various capacities, capitalising on his extensive knowledge of the Middle
Eastern private and public sectors. At present, he is chairman of the Mauritius
Mayur Fund which manages funds of a Middle East-based government institution for
investment in India and Asia. Stuart is based in Dubai.

Notice of extraordinary meeting

The Circular sets out a notice convening an extraordinary general meeting of the
Company to be held at Rue Pierre-Fatio 12, 1211 Geneva 3, Switzerland at 10.00
a.m. Geneva time (9.00 a.m. British summer time) on 17 May 2004 at which
resolutions will be proposed to approve the Acquisition and to appoint Robert
Owen, Simon Fry, Ilyas Khan and Stuart Westwater as directors of the Company.
The directors believe that the Acquisition and the Placing is in the best
interests of the Company and its shareholders and recommend them to
shareholders.
Dealings in the existing ordinary shares and the new ordinary shares to be
issued pursuant to the Acquisition and Placing are expected to commence on
Tuesday 18 May 2004.
Copies of the Circular are available to the public from the offices of Canaccord
Capital (Europe) Limited at 1st Floor, Brook House, 27 Upper Brook Street,
London W1Y 1PD.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
ACQILMBTMMBTBLI

Skiddaw (LSE:SKW)
Historical Stock Chart
From May 2024 to Jun 2024

Skiddaw (LSE:SKW)
Historical Stock Chart
From Jun 2023 to Jun 2024