APL Acp Capital

RNS Number:7891C
ACP Capital Limited
11 May 2006

ACP Capital ("the Company")


ACP Capital invests in acquisition platform targeting the Continental European
food retail industry


11 May 2006


ACP Capital Ltd ("ACP"), a Jersey based niche investment and fund manager, today
announces subject to receiving German anti-competition clearance, its first
significant investment through the commitment in total of approximately Euro
32.5m through a combination of equity and mezzanine loans (together the "
Transaction"). This funding enables:

(a)         ACP to acquire approximately a 12% shareholding in Kamps Food Retail
            Investments S.A. ("KFRI"), an acquisition vehicle primarily
            targeting the continental European small/mid cap food retail 
            industry. KFRI is led by the renowned German retail entrepreneur 
            Heiner Kamps;

(b)         KFRI to acquire the remaining shareholding that it does not own in 
            Nordsee GmbH ("Nordsee"), a German fast food operator; and

(c)         KFRI to refinance certain existing mezzanine debt within Nordsee

Furthermore, ACP and KFRI have agreed, in principle, that ACP will be the
retained financial advisor to KFRI. The Transaction is subject to receiving
German anti-competition clearance, which is expected to take no more than one
month. The Transaction further reflects ACP's capabilities to actively fund
across the capital structure whilst providing strategic advice to its partners
on a pan European basis.


KFRI

KFRI is an acquisition platform with a focussed strategy of consolidating the
Continental European small/mid-cap food retail industry. Through a number of
selected acquisitions, KFRI intends to transform itself into a leading food
retail group with a targeted turnover in excess of Euro 2bn within the next five
years. The combination of Heiner Kamps' retail operating skills alongside ACP's
strategic advice and financial expertise will give KFRI a strong base on which
to successfully achieve its growth objectives.


A number of targets similar to Nordsee, with strong brand names, synergistic
benefits and the opportunity for improving operational efficiencies, have
already been identified. Heiner Kamps and ACP, as lead shareholders, are
currently evaluating various funding alternatives to raise sufficient capital to
achieve this consolidation strategy.


KFRI represents the establishment of ACP's first "strategic platform" and its
first significant transaction since its listing on AIM in January 2006. In line
with ACP's stated investment strategy, ACP believes KFRI represents an
attractive equity investment in its own right. It also enables ACP to utilize
its integrated finance approach in underwriting/arranging all funding for KFRI
to achieve its expansion strategy, including the use of capital that will be
provided by ACP's planned funding vehicles, the first of which is intended to be
ACP Mezzanine.


ACP Mezzanine

It is intended that ACP Mezzanine will be a focused mezzanine provider
specialising across the entire mezzanine loan spectrum, predominantly in the
real-estate asset backed and leveraged loan sectors. Alongside the mezzanine
loans provided for the Transaction, ACP is completing a number of further
mezzanine loans totalling circa Euro 15m that will form part of ACP Mezzanine's
initial portfolio, prior to its proposed admission to AIM (anticipated later
this year). In parallel, ACP considers the underwriting of KFRI's mezzanine
loans to be the first step in developing a German mezzanine lending subsidiary
within ACP Mezzanine, to target the German small/mid cap market in general.


Related parties

Heiner Kamps is a non-executive director of ACP and, by virtue of his interest
in over 30% of the equity of KFRI, the investment in and financing of KFRI by
ACP is a related party transaction under the AIM Rules.

The other members of the Board of ACP, upon consultation with Collins-Stewart,
the nominated adviser to ACP, consider the terms of the transaction fair and
reasonable insofar as ACP's shareholders are concerned.


Commenting on the transaction, Derek Vago, CEO of ACP Capital, said

"I am delighted ACP has completed its first significant transaction since its
listing in January this year. By forming a strategic platform with KFRI it
provides the opportunity for ACP to benefit from KFRI's intended consolidation
of the food retail market in Continental Europe and to provide a strong pipeline
of transactions in which ACP can provide mezzanine funding through ACP
Mezzanine. In addition, financing KFRI represents the first step in ACP
Mezzanine's intention to target the German small/mid cap mezzanine market."


Commenting on the transaction Heiner Kamps, CEO of Kamps Food Retail
Investments, said

"This strategic partnership enables KFRI to benefit from the combination of my
operational experience in the food retail sector with ACP's financial expertise.
Through ACP, KFRI will obtain access to both the required funding lines to
undertake the envisaged future acquisitions, as well as the advice to execute
the transactions successfully."



Contact details:



ACP Capital
Derek Vago, CEO                                 +44 790 151 6382

Redleaf Communications
Emma Kane                                       +44 20 7955 1410
Rob Bain

Notes to the editors:


ACP Capital Ltd


ACP Capital is a Jersey based company, which listed on AIM in January 2006 and
has a current market capitalization of approximately #70m. ACP is focused on
providing an integrated finance approach (through the use of equity, mezzanine
and/or senior debt) to businesses with strong asset backing and with recognised
leadership positions in the sectors they operate in. In the main, ACP is seeking
opportunities in Continental Europe, where opportunities for consolidation and
growth are considerable.


ACP also intends to launch a series of alternative investment vehicles in
primarily niche sectors focussed on the asset-backed sector by being a provider
of funding across the entire capital structure. It will also act as fund manager
for these vehicles, effectively establishing itself as an alternative investment
and fund manager. The first such fund is the ACP Mezzanine Ltd., proposed to be
listed on AIM later this year. It is ACP's stated aim to launch one new managed
fund targeting a niche product sector each year.


Such vehicles will enable ACP to be a strategic investor and/or partner with
companies who operate in sectors ("strategic platforms") where ACP can provide
both strategic advice and the funding described above.


ACP Capital has a highly experienced international management team. Derek Vago,
CEO, was previously managing director and co-head of Nomura International plc's
Asset Finance Group where he was responsible for the acquisition of seven Center
Parcs European assets and the acquisition of Earls Court and Olympia. Non
executive directors include Heiner Kamps, founder of Kamps AG and a leading
retail operator in Germany, and Francois George, former CEO of Pierres Vacances.
Herr Kamps and Mr George provide direct access to opportunities arising in
Germany and France. In addition, Alan Braxton is a non executive director. Mr
Braxton is currently managing director of Presidio Partners, a leading
international private placement advisor whose experience and expertise will help
with establishment of the various listed investment funds.


Kamps Food Retail Investment SA.,

Kamps Food Retail Investment SA was established in 2005 by Heiner Kamps as a
holding company for the purpose of acquiring and amalgamating small and
medium-sized retail concepts in the food and beverage field, mainly in Germany.
Through integration into a unified group, these businesses will be able to
operate more efficiently and reposition themselves in the market. Kamps Food
Retail Investments acquired 80% of Nordsee from Apax Partners in 2005.


Nordsee

NORDSEE GmbH is the largest provider of fish specialities in Europe and the
largest fish restaurant chain in Germany. NORDSEE generates a turnover in its
more than 400 branches in Germany, Austria, Switzerland and Eastern Europe of
about Euro 350 million per annum. In the six months to 31 March 2006 its
turnover increased +2.2% (excluding this April's strong Easter trade), with
operating profits growing by  +35%.


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