CTU Conister Tst

RNS Number:0919M
AIM
18 January 2008


      ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN 
     ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

CONISTER FINANCIAL GROUP PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS 
(INCLUDING POSTCODES) :

Registered Office:
Conister House
Isle of Man Business Park
Cooil Road
Braddan
Isle of Man
IM2 2QZ

Company Trading Address:

As above

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.conistertrust.com

and from Admission: www.cfgplc.com


COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

CFG was incorporated in the Isle of Man in 2006, specifically for the purpose of
implementing a scheme of arrangement for Conister Trust. CFG has not traded
since incorporation and, assuming theScheme becomes effective, it will be the
new parent company of Conister Trust. Conister Trust is an Isle of Man
incorporated company whose shares have been admitted to trading on AIM since
1995 and whose activities include providing finance for personal and business
use, taking deposits and, via its TransSend division, prepaid card services. It
is a licensed bank in the Isle of Man and a member of the MasterCard network. It
is proposed that the Group will be reorganised by way of the Scheme and, once
the Scheme becomes effective, CFG will become the new parent company of Conister
Trust, which will then be re-registered as a private limited company and its
admission to AIM will be cancelled. Following this, CFG is expected to be
admitted to trading on AIM on 30 January 2008.

Historically, Conister Trust's principal business has been motor vehicle
finance. The Group's loan books are funded by its depositor base without
recourse to wholesale funding. Since 2006, the Group's funding emphasis has
moved from small depositors to larger deposits from high net worth individuals,
who now account for a substantial proportion of total deposits. During 2002, the
Group diversified by entering the litigation funding market, which involved
providing finance for individuals pursuing personal injury claims.

Further diversification took place in 2006, when the Group entered the insurance
premium finance market. This market has developed to make insurance premiums
more affordable for consumers by spreading the cost of premiums. Whilst the
Group continues to build its premium finance business, it is withdrawing from
the litigation funding market.

In the first half of 2006, an additional �5.4 million of equity capital was
raised to fund the development of the Group and strengthen its balance sheet. In
the second half of 2006, a new division, TransSend (formerly TransBank), which
focuses on prepaid card services, was established.

In November 2007, the Group secured a further �7.1 million equity injection to
develop the Prepaid Card division and for the ongoing development of the Group's
other businesses.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER 
OF THE SECURITIES (i.e. where known, number and type of shares, nominal value 
and issue price to which it seeks admission and the number and type to be held
as treasury shares):

50,719,502 Ordinary Shares of 25p each

Set out below are summaries of the sections of CFG's Articles of Association 
that relate to restrictions on the transferring of securities:

There are restrictions on transfer of shares in CFG which arise as a result of 
its application to the FSA to issue e-money and its regulation as a bank by the 
FSC.

If the application to the FSA is successful, a member who increases his
shareholding in CFG so that it crosses thresholds of 10%, 20%, 33% and 50% of
the voting rights in the Company, that member must notify the FSA which may
within 3 months approve the increase, issue a notice of objection or give
approval subject to conditions. If an objection notice or approval condition is
not complied with, the FSA may issue a restriction notice to the member
restricting his rights in respect of the CFG shares.

The articles provide that if CFG is notified that a restriction notice has been
served by the FSA on a member in respect of his shares in CFG:

(a) the member's shares shall be subject to the restrictions in such notice, 
which may include restrictions on transfer, voting rights and further issues to 
that member; and

(b) a member may be required compulsorily to transfer his shares pursuant to a 
court order on the application of the FSA.

The articles also provide that if CFG or any subsidiary is licensed as a bank by
the FSC in the Isle of Man and the FSC has directed that a member who is a
controller must not continue to be a controller, that member shall be required
compulsorily to transfer such shares as CFG may require so that he is no longer
a controller, at such price as may be reasonably achievable in the
circumstances. A controller is for these purposes a person who, together with
his associates, holds 15% or more of the voting rights at a general meeting.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET 
CAPITALISATION ON ADMISSION:

None

Market Capitalisation approximately: �40m (based on the share price of Conister 
Trust plc as at 18.12.07)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

55.4 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES 
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the 
first name by which each is known or including any other name by which each is 
known):

James 'Jim' Mellon, Non-Executive Chairman
Jeremiah 'Jerry' Francis Linehan, Chief Executive
Arron Fraser Andrew Banks, Non-Executive Director
Alan Clarke, Non-Executive Director
Denham Hervey Newall Eke, Non Executive Director
Christopher Ernest Fay, Non-Executive Director
Ilyas Tariq Khan, Non-Executive Director
Donald Cecil McCrickard, Non-Executive Director
Philip Stamp, Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND
AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

                                                                Before and After       % of Issued Share
                                                                                            Capital
                                                                   Admission
Burnbrae Limited                                                   12,000,000               23.80%
Helvetica Strategic Holdings                                       8,336,857                16.53%
Fidecs Nominees Limited                                            7,199,645                 14.2%
Island Farms Limited                                               4,222,319                 8.37%
VIDACOS NOMINEES LIMITED - CLRLUX                                  1,583,754                 3.13%
Peter James Scott Hammonds                                         1,559,124                 3.09%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) 
OF THE AIM RULES:

None

(i)                 ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE 
                    ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
                    PURSUANT TO AIM RULES 18 AND 19:

                    The Company's accounting date is 31 December.

The audited accounts for the year ended 31 December 2007 will be published on or
before 30 June 2008. The Company will publish its interim report for the six
months ending 30 June 2008 on or before 30 September 2008. The audited accounts
for the year ended 31 December 2008 will be published on or before 30 June 2009.

EXPECTED ADMISSION DATE:

30 January 2008

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited
5th Floor, 10-12 Copthall Avenue, London, EC2R 7DE

NAME AND ADDRESS OF BROKER:

Farifax I.S. PLC
46 Berkley Square, London, W1J 5AT

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

DATE OF NOTIFICATION:
18 January 2008


NEW/ UPDATE:
UPDATE
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE 
BEEN TRADED: LONDON STOCK EXCHANGE- AIM

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
22 September 1995

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED
TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES
TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:
Confirmed- no breaches.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE
APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS
SECURITIES SO TRADED) ARE AVAILABLE: 
www.conistertrust.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE 
OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Group will have 5 business lines:

1.     Asset and personal finance
2.     Litigation funding
3.     Insurance premium finance
4.     Deposits
5.     Treasury Management

In view of the inadequate returns on capital employed generated by the Group's
asset and personal finance business, the Group undertook a strategic review of
its operations and the potential opportunities available to it in early 2006.
This concluded that the Group's assets were underutilised and could provide
greater shareholder value if the Group concentrated on growing its premium
finance business and entered the prepaid card market.

The implementation of this strategy required the Group to increase its capital
base and, accordingly, �5.4 million of new equity was raised in May 2006. This
new capital enabled the Group to strengthen its balance sheet which then allowed
the Group to fund the initial development of TransSend. The Group aims to become
a leading supplier of prepaid card payment solutions through business-to-
business partnerships with programme operations, initially in Europe and
thereafter worldwide.

The Directors believe that insurance premium finance offers attractive growth
prospects and, subject to the availability of surplus funds generated by the
other parts of the Group, is an area the Enlarged Group will seek to exploit.
The Group has also started to develop a treasury management service for high net
worth clients.

The Group has also resolved to increase the proportion of deposits from high net
worth clients while decreasing the number and amount of small deposits from
retail depositors.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE
APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR
WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

None

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR
ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors have no reason to believe that the working capital available to the Group will be insufficient for at
least twelve months from the date of its Admission.




DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
None


A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
Settlement will be via CREST


A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
www.conistertrust.com

and from Admission: www.cfgplc.com


INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
Refer to the AIM Appendix document set out at www.conistertrust.com


A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL
YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE ACCOUNTS MUST BE
PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:
www.conistertrust.com

and from Admission www.cfgplc.com


THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None








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