TIDMCAMH 
 
RNS Number : 0342N 
Consolidated Asset Mgmt (Hldgs) PLC 
09 February 2009 
 

Consolidated Asset Management (Holdings) plc 
("CAM" or the "Company") 
 
 
Proposed subscription for new ordinary shares in the Company, approval of waiver 
granted by the Panel on Takeovers and Mergers (the "Panel") of Rule 9 of the 
City Code on Takeovers and Mergers (the "Code") and Circular to shareholders and 
Notice of General Meeting 
 
 
The Company announces that it has today entered into a conditional subscription 
agreement with Mayfair Limited ("Mayfair") for Mayfair to subscribe for 
125,000,000 new ordinary shares of 0.5p each in the capital of the Company 
("Ordinary Shares") at a subscription price of 1.4p per share amounting to a 
total aggregate subscription price of GBP1.75 million (the "Subscription"). 
Mayfair currently holds 29.9% of the Company's issued Ordinary Shares and the 
sole ultimate beneficial owner of Mayfair is Lord Ashcroft. If the Subscription 
proceeds, the number of Ordinary Shares held by Mayfair immediately following 
completion of the Subscription would be 176,761,603 Ordinary Shares which would 
represent 59.3 per cent. of the enlarged issued ordinary share capital of the 
Company immediately following completion of the Subscription. 
The Panel has agreed to waive the obligation that would otherwise arise on 
Mayfair to make a general offer to shareholders of the Company pursuant to Rule 
9 of the Code as a result of the Subscription (the "Waiver") subject to 
independent shareholders of the Company approving the Waiver on a poll taken at 
a general meeting of the Company. Completion of the Subscription is, therefore, 
conditional upon: 
 
+------+-----------------------------------------------------------------+ 
| 1.   | the Waiver being approved by independent shareholders of the    | 
|      | Company on a poll and certain other matters being approved by   | 
|      | shareholders of the Company at a general meeting of the         | 
|      | Company; and                                                    | 
+------+-----------------------------------------------------------------+ 
| 2.   | admission of the shares subscribed by Mayfair being admitted to | 
|      | trading on AIM.                                                 | 
+------+-----------------------------------------------------------------+ 
A general meeting of the Company has been convened to be held at 9.00am on 
Wednesday, 25 February 2009 at the offices of Strand Partners Limited, 26 Mount 
Row, London W1K 3SQ (the "General Meeting") and the Company has today posted a 
circular to shareholders explaining the background to and reasons for the 
proposed Subscription and the Waiver and containing a notice of the General 
Meeting. 
At the General Meeting, shareholders will be asked to consider and, if thought 
fit, approve resolutions (the "Resolutions") to: 
 
+------+-----------------------------------------------------------------+ 
| (a)  | increase the Company's authorised share capital;                | 
+------+-----------------------------------------------------------------+ 
| (b)  | grant the directors of the Company authority to allot           | 
|      | securities in the Company both specifically for the purposes of | 
|      | the Subscription and generally;                                 | 
+------+-----------------------------------------------------------------+ 
| (c)  | dis-apply statutory pre-emption rights in relation to the       | 
|      | allotment of securities in the Company for cash both            | 
|      | specifically for the purposes of the Subscription and           | 
|      | generally; and                                                  | 
+------+-----------------------------------------------------------------+ 
| (d)  | approve the waiver granted by the Panel of the obligation that  | 
|      | would otherwise arise on Mayfair to make a general offer to     | 
|      | shareholders of the Company pursuant to Rule 9 of the Code as a | 
|      | result of the issue of new shares in the Company to Mayfair on  | 
|      | completion of the Subscription.                                 | 
+------+-----------------------------------------------------------------+ 
The resolution referred to at (d) above will only be considered by and voted on 
by independent shareholders (that is, excluding Mayfair) voting on a poll.  Full 
details of the Resolutions are set out in the Circular which contains the notice 
of the General Meeting. 
The entering into of the subscription agreement with Mayfair and, subject to the 
relevant conditions being satisfied, completion of the Subscription, constitute 
a related party transaction for the purposes of the AIM Rules for Companies. 
The independent directors of the Company (that is, excluding Andrew Wilson) 
consider, having consulted with Strand Partners Limited, the Company's nominated 
adviser, that the terms of the subscription agreement and the Subscription are 
fair and reasonable insofar as the Company's shareholders are concerned. 
The independent directors of the Company, who have been so advised by CairnSea 
Investments Limited, acting as independent adviser to the Company for the 
purposes of Rule 3 of the Code, also consider the Subscription and the waiver of 
the obligations which would arise under Rule 9 of the Code as a result of the 
Subscription to be fair and reasonable and in the best interests of independent 
shareholders of the Company and of the Company as a whole. 
 
 
EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
 
+------------------------------------------+------------------------------+ 
| Latest time and date for receipt of      | 9.00a.m. on 23 February 2009 | 
| Proxy Forms                              |                              | 
+------------------------------------------+------------------------------+ 
| General Meeting                          | 9.00a.m. on 25 February 2009 | 
+------------------------------------------+------------------------------+ 
 
 
The Chairman of CAM, Sir William Wells, commented "I am delighted that the 
Company continues to enjoy the support of Lord Ashcroft (through Mayfair Limited 
which has entered into a subscription agreement to subscribe for GBP1.75m of new 
ordinary shares) and City of London Group plc and its directors, who in 
aggregate subscribed for convertible loan notes in the Company to the value of 
GBP150,000 on 22 January 2009, thus making total funds raised by the company of 
GBP1.9m. 
Following the subscription by Mayfair, the Company will be able to concentrate 
on its strategy of IFA consolidation and hopes to be able to make announcements 
in that respect in due course." 
 
 
 
 
For further information please contact: 
 
 
+------------------------------------------+------------------------------+ 
| Consolidated Asset Management (Holdings) | 0845 838 4756                | 
| plc                                      |                              | 
| Simon Banks-Cooper, Chief Executive      |                              | 
| Officer                                  |                              | 
|                                          |                              | 
+------------------------------------------+------------------------------+ 
| SP Angel Corporate Finance LLP           | 020 7647 9641                | 
| David Facey                              |                              | 
|                                          |                              | 
+------------------------------------------+------------------------------+ 
| Strand Partners Limited                  | 020 7409 3494                | 
| Simon Raggett                            |                              | 
+------------------------------------------+------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCUKANRKNRURAR
Consol.Asst.Mgt (LSE:CAMH)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Consol.Asst.Mgt Charts.
Consol.Asst.Mgt (LSE:CAMH)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Consol.Asst.Mgt Charts.