Alltrue Investments PLC
06 January 2006
Alltrue Investments plc ('Alltrue') creates financial services business
and strengthens Board
The Board of Alltrue is pleased to announce that it has agreed, conditional upon
shareholder approval, to make two substantial acquisitions. It will acquire the
entire issued share capitals of The Information Exchange Limited ('IX'), a well
known financial education seminar and conference business aimed at retail
private investors, and Falcon Securities Holdings Limited ('Falcon'), an FSA
authorised brokerage firm, which provides services to corporate and retail
clients.
These acquisitions build upon the Company's stated strategy of creating a
financial services business capable of delivering significant shareholder value
via organic growth and carefully selected acquisitions. Both businesses will
continue to operate independently but it is expected that within the enlarged
Group significant cross selling opportunities will arise.
IX's largest event to date is the IX Stock Market Investor show, the UK's
largest and longest running private investor show. The show is held annually at
London Olympia and attracts thousands of investors and traders for two days of
seminars, workshops and exhibitions on stock market trading. In addition to
these large scale events, IX also offers intensive two day workshops for traders
presented by Alpesh Patel, an international bestselling author and a
professional investor and hedge fund manager who regularly comments on the BBC
and CNBC on stock market investing.
The IX Stock Market Investor show has grown significantly since being launched
in 2003 and attracts substantial numbers of exhibitors as well as retail
investors. In 2005, IX doubled its exhibitor numbers when compared to its 2003
show and is now poised to deliver its most successful event yet in 2006.
Building on the strength of its brand and these successes, IX is also launching
two new shows this year at Olympia, the IX Property Investor and the IX Business
Entrepreneur shows.
Falcon is a Member of the London Stock Exchange. The broker has a growing list
of AIM and Ofex Listed corporate clients and provides advisory and execution
services to a wide range of private and expert investors. Falcon's strategy
remains focused on growing its core business but it will also fully capitalise
on the opportunity to sell its services to IX's growing client base.
The IX acquisition will be satisfied by the issue of 50,000,000 consideration
shares to the vendors upon completion with the issue of up to a further
50,000,000 consideration shares possible subject to the level of net profit of
IX during the year to 31 December 2006. The maximum number of consideration
shares will be issued to the vendors of IX provided that the net profit in the
period exceeds £250,000. The consideration for the Falcon Acquisition will be
satisfied by the issue of 100,000,000 consideration shares to the Falcon Vendors
upon completion of the Falcon Acquisition Agreement, which is also conditional
upon approval by the FSA of the change of control in Falcon.
The acquisitions constitute a reverse takeover within the meaning of the AIM
Rules and, as required by those rules, are subject to the approval of
Shareholders at an EGM to be held on 1st February 2006. An admission document
containing full details of the Company's proposals has been sent to Shareholders
today. The Panel on Takeovers and Mergers has agreed, subject to the resolutions
approving the respective acquisitions being passed on a poll by the independent
shareholders, to waive the obligation on certain concert parties (as fully
described in the Admission Document) to make a general offer to Shareholders
which would otherwise arise on or after completion of the acquisitions.
The proposed acquisition of Falcon also constitutes a related party transaction
under the AIM rules because Nigel Weller and Stephen Oakes together hold 60.5%
of the issued shares of Falcon. The independent directors, having consulted with
Nabarro Wells & Co Limited, the Company's Nominated Adviser, consider that the
terms of the Falcon Acquisition are fair and reasonable insofar as Shareholders
are concerned.
Board changes
On Admission, Simon Campbell and Alpesh Patel of IX will be appointed as new
directors. Details of the proposed directors' other directorships and previous
directorships are contained within the Company's Admission Document. There are
no further disclosures to be made regarding their appointment under the Schedule
2 paragraph (g) of the AIM rules.
Simon Ainslie Campbell MBA, aged 33, Executive Director
Simon began his career with a year at Robert White & Co stockbrokers in
Edinburgh and five years at The Royal Bank of Scotland Plc where he assisted in
the co-ordination and implementation of project 'RBTV'. This project involved
the establishment of a network of satellite TV systems across the UK branch
network to allow training and communication from Head Office. Simon then became
a director of Training for Profit (UK) Ltd, which he helped to build from a
small seminar business into the UK's number one provider of stock market
seminars and training courses in the five years he served as a director. Simon
is the Managing Director of IX, the specialist events company which he co-
founded in 2003 with his sister Lisa Campbell.
Alpesh Patel, LLB, MA(Oxon), AKC, FRSA, aged 34, Director
Alpesh Patel is an international bestselling author and a professional investor.
His investment seminars attract hundreds of investors seeking to learn his
skills and his regular invitations onto BBC, Bloomberg and CNBC channels are
testimony to his high quality commentary and insights on stock market investing.
He has had over 200 columns published in the Financial Times on investing.
Alpesh is also a board member of TiE-UK, one of the world's largest network of
entrepreneur mentoring groups with Fortune 500 C-level executives as members.
Alpesh is a Founder Director of Agile Partners Asset Management, one of the best
performing hedge funds globally in 2004/5. He is an International Dealmaker for
the Department of Trade & Industry sourcing private equity deals from India, a
Founder Director of TraderMind Ltd distributing financial content and a Founder
Director of Pathburner Ventures Limited which offers investor education to
retail and institutional investors. He also sits on the Executive Committee for
Oxford Business School Venture Fund. Alpesh sits on the Investment Advisory
Committee of India's largest bank's Private Banking Division: ICICI Bank. He is
a governor of Luton University and a Trustee of the Royal Institute of
International Affairs (Chatham House).
Alpesh holds a degree in Law from King's College, London University and a degree
in Philosophy, Politics and Economics from St. Anne's College, Oxford
University. He was also a Visiting Fellow in Business and Industry, Corpus
Christi College, Oxford University.
Chairman, Leo Knifton, commented:
'We believe that there are significant opportunities in the market place for our
new business. IX has a strong brand in the market and offers retail investors
the real opportunity to understand the stock market and the principles of
investing while Falcon provides a strategic platform for growth in the corporate
and retail stockbroking arena. We have a solid management team in place with
significant experience of building successful businesses and I look forward to
updating shareholders with further progress in due course.'
Press enquiries:
Leo Knifton, Chairman, Alltrue Investments plc 020 7251 3762
Shane Dolan, Biddicks 020 7448 1000
Jonathan Naess, Nabarro Wells & Co Limited 020 7710 7400
This information is provided by RNS
The company news service from the London Stock Exchange