RNS Number : 0008H
Griffin Group PLC
30 October 2008
GRIFFIN GROUP PLC
PROPOSED ACQUISITION VIA REVERSE TAKEOVER OF ALEXANDER DAVID HOLDINGS AND DISPOSAL OF GRIFFIN GROUP HOLDINGS
KEY POINTS
* Proposed acquisition of Alexander David Holdings, a stockbroking business servicing private clients, institutional investors and
smaller quoted companies;
* Proposed disposal of the entire issued share capital of Griffin Group Holdings to Global Investments, a company in which Stephen
Dean, a director of Griffin, has a discretionary beneficial interest;
* Waiver of obligations under Rule 9 of the Takeover Code;
* Amendment of the Articles of Association;
* Change of name to Alexander David Securities Group plc;
* Notice of General Meeting; and
* Re-admission to trading on AIM
Stephen Dean, Chairman of Griffin Group, commented:
"We are pleased to announce the acquisition of Alexander David Holdings. We believe that the acquisition represents a transforming
change for the business and will deliver significant benefits to the group. Alexander David Holdings' management has extensive broking
experience and it is their aspiration to provide a high calibre service aimed at companies in the small cap sector.
The Board believes for this acquisition can act as a platform to build a broadly based financial services group that provides services
to corporate clients, institutional investors and private investors."
David Scott, Chief Executive of Alexander David Holdings, added:
"We have grown rapidly since our formation less than two years ago and have recruited teams of experienced professionals in corporate
advisory and institutional and private client stockbroking. Despite current market volatility, we see an opportunity to grow a small cap
franchise with a top end reputation. The admission to AIM and additional funds raised by this transaction should allow the Company to
continue developing our business."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS:
2008
Publication of the document 30 October
Latest time and date for receipt of Proxy Forms 11:00 am on 22
November
General Meeting 11:00 am on 24
November
Subject to receipt of FSA Approval, completion of 8:00 am on 25
the Acquisition and the Disposal, Admission and November
dealings commence in the Existing Ordinary Shares
and the Consideration Shares on AIM
Each of the times and dates in the above timetable is subject to change. If any details in the above timetable should change, the
revised times and dates will be notified to shareholders by means of an announcement through a Regulatory Information Service.
ADMISSION STATISTICS:
Number of Existing Ordinary Shares 109,191,573
Number of Consideration Shares 323,076,026
Number of Ordinary Shares in issue on Admission 432,267,599
Number of Ordinary Shares the subject of warrants and options 41,269,517
on Admission
Maximum number of Additional Consideration Shares 80,769,006
ISIN of the Ordinary Shares GB0009530188
AIM symbol from Admission ADS
For further information please contact:
Stephen Dean, Chairman Griffin Group plc 01732 836 180
Vincent Nicholls, Finance
Director
Michael Hicks, Chairman Alexander David Holdings Ltd 020 7448 9800
James Caithie/Simon Sacerdoti, Dowgate Capital Advisers Ltd 020 7492 4777
Nominated Adviser
David Scott, Broker Alexander David Securities Ltd 020 7448 9800
INTRODUCTION
The Company today announces that it has entered into a conditional agreement to acquire the entire issued share capital of Alexander
David Holdings Limited from its current shareholders ("the Sellers") for a maximum purchase consideration of �4,846,140 to be satisfied
entirely by the issue of ordinary shares. On completion of the acquisition, the Company will pay an initial consideration of �3,876,912 to
be satisfied by the issue and allotment to the Sellers of the Consideration Shares, being 323,076,026 Ordinary Shares, equivalent to
approximately 74.74 per cent. of the Company's enlarged issued share capital. The issue of the Additional Consideration Shares depends on
the financial performance of the Alexander David Securities Group in the two years ending 31 December 2009.
It has also entered into a conditional agreement to sell its 100 per cent. subsidiary Griffin Group Holdings Limited to Global
Investments, a company in which Stephen Dean (the Chairman of the Company) has a discretionary beneficial interest. The sale price is �1.2
million, of which �250,000 was paid to the Company on exchange (which amount is refundable if completion has not occurred within 120 days of
exchange), a further �650,000 is to be paid to the Company on completion of the Disposal, and a further �300,000 is to be paid 120 days
thereafter, in both cases in cash or cleared funds.
It is also proposed to change the name of the Company to Alexander David Securities Group plc to reflect the new business of the Group
and to amend the Articles to reflect certain provisions of the Companies Act 2006.
The acquisition is a reverse takeover under the AIM Rules, and therefore requires the consent of Shareholders. The disposal, which is a
related party transaction for the purposes of the AIM Rules, is a substantial property transaction involving a person (Global Investments)
connected with a director for the purposes of section 190 of the Companies Act 2006 and therefore requires the consent of Shareholders. The
change of name and the amendment to the Articles also require the consent of Shareholders.
A circular is today being posted to Shareholders in connection with these Proposals.
In addition, the Company announces that it has today appointed Alexander David Securities as its nominated broker.
THE ACQUISITION
Background to and reasons for the Acquisition
The Directors believe that the Acquisition is an opportunity to deliver value to Shareholders by acquiring a growing business that is
expected to continue to grow over the next two to three years and beyond. In addition, the Proposed Directors believe that the profile and
status of the Alexander David Securities Group will be enhanced by Admission which will enable the Enlarged Group to attract new clients
both in the private client and institutional stockbroking markets.
Details of the Acquisition
The Acquisition Agreement is conditional on the passing of the Resolutions, FSA Approval, Admission and the current shareholders of
Alexander David Holdings (the "Sellers") being satisfied that Global Investments is ready, willing and capable of completing the Disposal
Agreement.
Under the Acquisition Agreement, the Company will acquire the entire issued share capital of Alexander David Holdings from the Sellers
for a maximum purchase consideration of �4,846,140 to be satisfied entirely by the issue of Ordinary Shares. On completion of the
Acquisition, the Company will pay an initial consideration of �3,876,912 to be satisfied by the issue and allotment to the Sellers of the
Consideration Shares, being 323,076,026 Ordinary Shares, equivalent to approximately 74.74 per cent. of the Company's enlarged issued share
capital. The issue of the Additional Consideration Shares depends on the financial performance of the Alexander David Securities Group in
the two years ending 31 December 2009. If the aggregate consolidated profits of the Alexander David Securities Group in those two years
exceeds �1,500,000, the Company will issue and allot 2,692,000 Additional Consideration Shares for every �50,000 by which such profits
exceed that figure, up to a maximum of 80,769,006 Additional Consideration Shares.
Application has been made for FSA Approval, and the FSA's response is expected by 14 December 2008. The Directors and the Proposed
Directors expect FSA Approval to be given, and believe it may be given sooner than this date. If FSA Approval has been granted before the
GM, the Acquisition is expected to be completed, assuming the resolutions are passed, on 25 November 2008. If FSA Approval is received after
the GM has been held, the Acquisition will be completed, again assuming the resolutions have been passed, within five working days after
receipt of FSA Approval.
THE DISPOSAL
Background to and reasons for the Disposal
To date, Griffin Group has operated its core business as a UK-based investment banking and financial services group, assisting in the
formation, fundraising and flotation of companies and special purpose acquisition vehicles onto the AIM or PLUS markets - all covering a
variety of industry sectors but predominantly in the smaller caps arena.
In addition, the Company has provided corporate finance advisory services, investment and financial assistance to fund the growth of
selected opportunities and businesses.
Liquidity issues, combined with the trading conditions being experienced in the current turbulent financial markets, have meant it has
been difficult to realise capital from the Company's PLUS-traded investments, thereby creating constraints on its business going forward.
Further challenges included the decline in the Company's Ordinary Share price, which has fallen substantially below net assets.
Shareholders should note that, due to the lack of liquidity in the PLUS-quoted market, there is no guarantee that Griffin Group's
investments could be sold for their current book values, particularly as they represent relatively large shareholdings in the companies
invested in. On the contrary, bearing in mind current market conditions and their experience of liquidating similar investments, and having
consulted with the Company's stockbroker, the Directors believe that the proceeds of an early sale of these investments could be at a
discount to their book value.
Therefore, the Board considers that the opportunity to be involved with a rapidly developing financial services business will provide
Shareholders with a better chance of realising value for their investment in the current climate. As Griffin Group's current activities
(being the formation, fundraising and flotation of companies and special purpose acquisition vehicles onto the AIM or PLUS markets) do not
form a core element for the business going forward, it is proposed that the current trading businesses be sold to the management for �1.2
million in cash, so that the new Enlarged Group has substantial cash resources to continue its expansion of the Alexander David Holdings
business going forward.
Details of the Disposal
The Disposal Agreement is conditional on the passing of the Resolutions, Admission and completion of the Acquisition.
Under the Disposal Agreement, the Company will sell the entire issued share capital of Griffin Group Holdings to Global Investments, a
company in which Stephen Dean has a discretionary beneficial interest. The sale price is �1.2 million, of which �250,000 was paid to the
Company on exchange (which amount is refundable if completion has not occurred within 120 days of exchange), a further �650,000 is to be
paid to the Company on completion of the Disposal, and a further �300,000 is to be paid 120 days thereafter, in both cases in cash or
cleared funds.
INFORMATION ON ALEXANDER DAVID HOLDINGS
Introduction
Alexander David Holdings was formed for the purpose of building a stockbroking business servicing private clients, institutional
investors and smaller quoted companies and commenced activities in January 2007.
History and development of the Company
Alexander David Holdings was founded by David Scott, Trevor Coote and Alon Bull. Alexander David Securities, its wholly owned
subsidiary, is a stockbroker that provides advisory dealing and execution services to private clients and corporate broking and corporate
finance services to small quoted and unquoted companies. Alexander David Securities is authorised to conduct investment business and is
regulated by the FSA. In April 2008, Alexander David Securities commenced the provision of CfD trading facilities to its clients. Alexander
David Securities is a member of the London Stock Exchange.
Products and services
The Alexander David Securities business is organised into four operational teams:
Corporate finance and corporate broking
Alexander David Securities provides professional advice to small and micro cap companies in relation to primary and secondary fund
raisings, share placements, IPOs and reverse takeovers across a variety of market sectors as well as day-to-day broking advice. Corporate
transactions are sourced through Alexander David Securities' team of corporate brokers, corporate financiers and their network of contacts.
Revenue is generated from fees and commissions charged on capital raisings and corporate finance/corporate broking fees. Alexander David
Securities' corporate finance team currently consists of three advisers. The Proposed Directors believe that many of the small and micro cap
companies traded on AIM or the Official List are poorly served by a number of existing advisers who tend to focus on larger clients, and
intend that the Alexander David Securities Group will specialise in providing financial advice and broking services to companies whose
shares are poorly traded and who are not well understood by the market.
Institutional sales
The institutional equities business was established in August 2007, with the intention of offering small and micro cap institutional
clients a sales trading service in UK small and mid cap securities. Alexander David Securities' experienced team of five in institutional
sales and broking are already contributing to the business.
Private client stockbroking
The Alexander David Securities private client team provides advisory dealing, advisory management and execution only services for
clients including private individuals, their businesses, pension funds and trusts. Products offered include traded equities (mainly on the
UK, US and European markets), derivatives, collective investments (such as equity, hedge, property and commodity funds) and capital
protected structures. The team currently comprises eight brokers who are responsible for providing advisory services to their clients.
Alexander David Holdings has outsourced its back office settlement function to Jarvis Investment Management plc in order to allow the
business a greater transaction capacity.
Research
Alexander David Securities believes that research is an important function for Alexander David Securities and its clients. Alexander
David Securities provides three bespoke research products.
It provides research booklets covering a number of stocks and themes. To date, Alexander David Securities has published research
booklets on Growth Companies, China Stocks, smaller companies ("Penny Stocks") and Income Stocks, as well as "8 for '08", a booklet making
recommendations for the year 2008.
STRATEGY FOR THE ENLARGED GROUP
Despite current global economic conditions the Proposed Directors believe there are a significant number of opportunities for the
Alexander David Securities Group to provide services to clients in the markets in which it operates that should assist with the development
of the Enlarged Group, namely:
* the number of companies listed on AIM whose needs, the Proposed Directors believe, are not being met by their existing advisers;
* changes in the domestic and international markets are giving rise to significant opportunities for the acquisition of key staff
who the Proposed Directors believe can contribute significantly to the business;
* the continuing popularity of the AIM market, which despite the current climate, remains a popular market for UK and overseas
companies seeking a public listing;
* an increasing focus by a number of its competitors on transactions over �75 million market capitalisation, which the Proposed
Directors believe will leave the Enlarged Group well placed to exploit the growing number of opportunities in the market for advising on and
completing fundraisings of less than �10 million; and
* consolidation amongst smaller stockbroking businesses.
The Proposed Directors intend that the private client team of Alexander David Securities will continue to expand its client base in both
private client broking and CfD trading so as to continue its growth in revenue. Following the successful development of its CfD business, it
will look to recruit the appropriate personnel to continue to develop its advisory business. The Alexander David Securities institutional
sales team has been successfully established and is now targeting new employees and clients.
REASONS FOR THE PROPOSALS
Griffin sees the Acquisition as an opportunity to deliver value to its Shareholders by acquiring a business that is growing and expected
to continue to grow over the next two to three years and beyond. The Directors believe that the Alexander David Group's reputation will
provide enhanced access to London's equity capital markets. In addition, the Proposed Directors believe that the profile and status of the
Alexander David Group will be enhanced by Admission which will enable the Enlarged Group to attract new clients both in the private client
and institutional stockbroking markets.
CURRENT TRADING AND PROSPECTS
Griffin Group
As stated in the interim results announcement, the results for the interim period were substantially affected by the lack of liquidity
in Plus Markets stocks which resulted in the Company recognising a substantial fall in the value of its investments and the related loan
notes, reflecting the difficulties in converting these investments back into cash. This situation has continued since the interim results
period to 31 March 2008 and shows no signs of improving in the short term.
Alexander David Group
For the six month period ended 30 June 2008, the Alexander David Securities Group's revenue was �574,000 which resulted in a loss before
tax of �300,000. In the current financial year to date, Alexander David Securities has been engaged by eight corporate clients (to which it
acts as broker), has carried out three corporate finance transactions so far this year, raising in aggregate approximately �4 million for
clients, and has advisory mandates for two further transactions.
The market continues to be demanding for corporate fundraising and the Proposed Directors do not believe that this will change
significantly over the next six months. Despite this, the Alexander David Securities Group is experiencing an increased demand for
financial advice and corporate advice. The private client business has continued to grow and is now handling trades with a total average
gross value of �7 million per month, and as a whole is marginally ahead of management's expectations. Accordingly, the Directors and
Proposed Directors are confident about the Alexander David Securities Group's prospects for the remainder of the current financial year and
beyond.
RELATED PARTY TRANSACTION
The proposed purchaser of Griffin Group Holdings pursuant to the Disposal is Global Investments, a company in which Stephen Dean (a
director of Griffin) has a discretionary beneficial interest. Accordingly the Disposal is a related party transaction as defined in Rule 13
of the AIM Rules.
Where a company whose shares are quoted on AIM enters into such a transaction, the requirement is for those directors of the company who
are independent of the transaction to consider, after consultation with the company's nominated adviser, whether the terms of the
transaction are fair and reasonable insofar as the company's shareholders are concerned.
The Independent Director, having consulted with Dowgate, considers that the terms of the Disposal are fair and reasonable insofar as the
Shareholders are concerned.
The Disposal is also a substantial property transaction involving a person (Global Investments) connected with a director for the
purposes of section 190 of the Companies Act 2006. Accordingly, the Disposal requires the prior approval of Shareholders in a general
meeting. Resolution 3, if passed at the general meeting, will constitute this approval.
BOARD CHANGES
It is proposed that the Stephen Dean, Vincent Nicholls and Jan Ledochowski will resign as directors of the Company on completion of the
Proposals.
The following are proposed to be appointed as directors of the Company on completion of the Proposals:
Michael Hicks, Proposed Chairman
Michael Hicks, aged 73, has over 50 years of experience in the financial services sector. He was dealing partner at Simon & Coates
Stockbroker, where he worked for 21 years, and at Frank H Statham Stockbrokers for 5 years. He joined Prudential Bache as director of UK
dealing and risk management, and following that was director and head of sales trading of Socit?nrale Stockbrokers. He remains active in the
financial services sector and is a member of the Guild of International Bankers and a Freeman of the City of London.
David Scott, Proposed Chief Executive
David Scott, aged 43, has over 20 years of corporate broking and investment banking experience in advising small and medium-sized
companies on both the Official List and AIM. He has extensive experience in private equity and advising unquoted companies. David began his
career in the corporate finance department of L Messel & Co and has since been a director of corporate broking at ING Barings, a director of
Resolution Partners Limited, and more recently a director of corporate finance at Lewis Charles. David is a co-founder and the Chief
Executive of Alexander David, and heads the corporate department. David has responsibility for the business development of the Company and
for the day-to-day management of all divisions within the Enlarged Group. David is also a consultant to Hunter Wise Securities LLC, a US
corporate finance house, and a local councillor in the London Borough of Ealing.
Trevor Coote, Proposed Director
Trevor Coote, aged 45, has 20 years experience in the stock market. He joined JP Morgan Investment Management in 1987 as a buy-side
investment dealer. He was, most recently, head of retail broking at Lewis Charles and previously trainer and stock-picker for Hoodless
Brennan. Trevor is a co-founder of Alexander David, and Head of Equity Sales, responsible for the oversight of Alexander David Securities'
equities business.
Alon Bull, Proposed Non-executive Director
Alon Bull, aged 41, has over 20 years of experience in the financial markets. He joined Winterflood Securities in 1989 and was a senior
trader in their market making operation. In 2003 he joined Evolution Securities and was deputy head of market making. He left the City in
2005 to manage his personal investments and work with a number of developing companies. Alon is a co-founder of Alexander David and is a
proposed non-executive director of the Company. Alon will assume executive duties in connection with the proposed market making operation.
Tony Cowling, Proposed Non-executive Director
Tony Cowling, aged 72, was a founder member of Taylor Nelson in 1965 and was responsible for building many of the company's specialist
divisions and syndicate panel services over the last 35 years. As chief executive, Tony led the company through the acquisition of AGB in
1992, the merger with Sofres in 1997, the acquisition of many other companies, in addition to significant organic growth taking Taylor
Nelson to become the second largest market research company in the world with offices in 70 countries. Tony stood down as CEO in 2001, but
remained as chairman until 2006 when he retired from the board with the honorary title of president. Tony is also president of Gallup
International Association.
Andrew Grant, Proposed Non-executive Director
Andrew Grant, aged 49, spent his early career as a tax adviser working for the accountancy firms Touche Ross, as a tax manager, and
Pannell Kerr Forster as a manager in their tax and financial planning department where he advised high net worth individuals on tax planning
and the use of tax efficient investments. In 1992, he left Pannell Kerr Forster to concentrate on the expansion of Jarvis Investment
Management plc, which he had been running contemporaneously since 1984. Andrew is chairman and chief executive of Jarvis Securities plc, and
is responsible for that company's strategy and for day to day management of that business.
ADMISSION TO AIM
Application will be made to the London Stock Exchange for all of the Existing Ordinary Shares and the Consideration Shares to be
admitted to trading on AIM. Subject to receipt of FSA Approval, Admission is expected to become effective and trading in the Ordinary Shares
is expected to commence on 25 November 2008. If FSA Approval has not been obtained in time for Admission to become effective on this date,
the Company will separately announce the commencement date for trading in the Ordinary Shares.
CITY CODE ON TAKEOVERS AND MERGERS
Under Rule 9 of the Takeover Code, any person who acquires an interest (as defined in the Takeover Code) in shares which, taken together
with shares in which he and persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company
which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their
shares.
Similarly, when any person, together with persons acting in concert with him, is interested in shares which in aggregate carry not less
than 30 per cent. of the voting rights of a company, but does not hold shares carrying more than 50 per cent. of such voting rights, a
general offer will normally be required if any further interest in shares is acquired by any such person.
An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting
in concert with him, for any interest in shares acquired during the 12 months prior to the announcement of the offer.
The members of the Alexander David Concert Party (as further described below) are deemed to be acting in concert for the purposes of the
Code. On completion of the Proposals, the members of the Alexander David Concert Party will between them be interested in shares
representing approximately 54.4 per cent. of the Company's enlarged issued voting share capital. Assuming issue of the maximum number of
Additional Consideration Shares, and exercise of all share options held by the members of the Alexander David Concert Party, the Alexander
David Concert Party will be interested in shares representing approximately 62.2 per cent. of the Company's enlarged issued voting share
capital.
The Panel has agreed, however, to waive the obligation to make a general offer that would otherwise arise as a result of the Proposals
(including the issue of any Additional Consideration Shares) and the exercise of the options, subject to the approval of the independent
Shareholders. Accordingly a resolution is being proposed at the General Meeting and will be taken on a poll.
Griffin Concert Party
Global Investments and Vincent Nicholls, who acquired Ordinary Shares at the time of the placing and open offer undertaken by the
Company in 2007, and Stephen Dean, are deemed by the Takeover Panel to be acting in concert within the meaning of the Takeover Code and are
referred to herein as the "Griffin Concert Party". At the date of this announcement, the members of the Griffin Concert Party beneficially
hold a total of 78,650,000 Ordinary Shares, representing approximately 72 per cent. of the Existing Ordinary Shares.
Alexander David Concert Party
The Proposed Directors, Jarvis Securities plc, Sandra Scott, Alison Scott and the EBT (upon its settlement) are deemed by the Takeover
Panel to be acting in concert within the meaning of the Takeover Code and are referred to in this document as the "Alexander David Concert
Party". At the date of this document, the members of the Alexander David Concert Party hold no beneficial interest in Ordinary Shares.
Other than the Alexander David Concert Party and the Griffin Concert Party, no other person is deemed to be acting in concert at the
date of this document. The Griffin Concert Party and the Alexander David Concert Party are not considered to be acting in concert with each
other as defined by the Takeover Code.
Effect of the implementation of the Proposals
The Griffin Concert Party's interests immediately following Admission will amount to, in aggregate, 75,400,000 Ordinary Shares,
representing approximately 17.4 per cent. of the Enlarged Share Capital.
Global Investments intends to transfer 20,000 Ordinary Shares to Vincent Nicholls and 3,250,000 Ordinary Shares to First Financial
Limited following publication of the Admission Document, but prior to the GM, although it has no legally binding obligation to do so. In the
event that this intended transfer does not take place, the Griffin Concert Party's interests immediately following Admission will amount to,
in aggregate, 78,650,000 Ordinary Shares, representing approximately 15.3 per cent. of the Enlarged Share Capital.
Following implementation of the Proposals and on Admission, members of the Griffin Concert Party will together not hold shares carrying
more than 30 per cent. of such voting rights and (for so long as they are treated as acting in concert) would therefore be able to increase
their aggregate shareholding, however, will not be able to increase their percentage shareholding through or between a Rule 9 threshold
without Panel consent.
The Alexander David Concert Party's interests immediately following Admission will amount to in aggregate 234,853,862 Ordinary Shares,
representing approximately 54.4 per cent. of the Enlarged Share Capital. The expected maximum interests of the Alexander David Concert
Party, following the issue of the Additional Consideration Shares will amount to 328,432,830 Ordinary Shares representing approximately 62.2
per cent. of the issued share capital of the Company.
Following implementation of the Proposals and on Admission, members of the Alexander David Concert Party will between them hold more
than 50 per cent. of the Company's voting share capital and (for so long as they are treated as acting in concert) may accordingly increase
their aggregate interest in shares without incurring any further obligation under Rule 9 to make a general offer, although individual
members of the Alexander David Concert Party will not be able to increase their percentage shareholding through or between a Rule 9
threshold without Panel consent.
CHANGE OF NAME
In order to reflect the change in the business conducted by the Enlarged Group, it is proposed to change the name of the Company to
Alexander David Securities Group plc.
AMENDMENTS TO ARTICLES
It is also proposed that a number of amendments be made to the articles of association of the Company, primarily to reflect the
provisions of the Companies Act 2006.
DEFINITIONS
The following terms apply in this announcement unless the context requires otherwise:
"Acquisition" the acquisition of the entire issued share capital of Alexander David
Holdings, pursuant to the Acquisition Agreement
"Acquisition Agreement" the conditional agreement dated 29 October 2008 made between (1) David
Scott and others, (2) the Company and (3) Stephen Dean and Vincent
Nicholls relating to the Acquisition
"Additional Consideration up to 80,769,006 Ordinary Shares which may be issued as additional
Shares" consideration for the Acquisition pursuant to the Acquisition Agreement
"Admission" the admission of the Existing Ordinary Shares and the Consideration
Shares to trading on AIM becoming effective in accordance with the AIM
Rules
"AIM Rules" the AIM Rules for Companies and the AIM Rules for Nominated Advisers
published by the London Stock Exchange governing admission to and the
operation of AIM, as amended
"AIM" the market of that name operated by the London Stock Exchange
"Alexander David Holdings" Alexander David Holdings Limited
"Alexander David Concert Sandra Scott, Alison Scott, David Scott, Michael Hicks, Alon Bull,
Party" Trevor Coote, Antony Cowling, Andrew Grant and Jarvis Securities plc
"Alexander David Securities" Alexander David Securities Limited, a company registered in England and
Wales with company number 6015376, a wholly owned subsidiary of
Alexander David Holdings
"Alexander David Securities Alexander David Holdings and its subsidiaries, Alexander David
Group" Securities and Alexander Davidsquare Investments Limited, a company
incorporated in England and Wales with company number 6245799
"Articles" the articles of association of the Company
"Board" or "Directors" the directors of the Company as at the date of this document, being
Stephen Dean, Vincent Nicholls and Jan Ledochowski
"CfD" Contract for Difference
"Code" or "Takeover Code" The City Code on Takeovers and Mergers
"Company" or "Griffin" Griffin Group plc
"Consideration Shares" the 323,076,026 Ordinary Shares to be issued by the Company as the
initial consideration for the Acquisition pursuant to the Acquisition
Agreement
"Disposal" the sale of the entire issued share capital of Griffin Group Holdings,
pursuant to the Disposal Agreement
"Disposal Agreement" the conditional agreement dated 29 October 2008 made between (1) the
Company and (2) Global Investments relating to the disposal
"Dowgate" Dowgate Capital Advisers Limited, nominated adviser to the Company
"EBT" the Alexander David Securities Group plc Employee Benefit Trust
"Enlarged Group" the Company and Alexander David Holdings and its subsidiaries and
subsidiary undertakings following completion of the Proposals
"Existing Ordinary Shares" the 109,191,573 Ordinary Shares in issue as at the date of this
document
"FSA" the Financial Services Authority
"FSA Approval" approval by the FSA of the change of control of Alexander David
Securities which will occur on completion of the Acquisition Agreement
and of Griffin Corporate Finance which will occur on completion of the
Disposal Agreement
"FSMA" the Financial Services and Markets Act 2000, as amended
"General Meeting" or "GM" the General Meeting of the Company to be held at 11:00 a.m. on Monday
24 November 2008 at the offices of K&L Gates LLP, 110 Cannon Street,
London EC4N 6AR
"Global Investments" Global Investments Limited, a company incorporated in the Seychelles
with certificate number 001099, a company in which Stephen Dean has a
discretionary beneficial interest
"Griffin Communications" Griffin Communications Limited, a company registered in England and
Wales with company number 4090244, a wholly owned subsidiary of Griffin
Group Holdings
"Griffin Concert Party" Global Investments, Stephen Dean and Vincent Nicholls
"Griffin Corporate Finance" Griffin Corporate Finance Limited, a company registered in England and
Wales with company number 4232562, a wholly owned subsidiary of Griffin
Group Holdings
"Griffin Group Holdings" Griffin Group Holdings Limited, a company registered in England and
Wales with company number 5454148, a wholly owned subsidiary of the
Company, and the intermediate holding company of Griffin
Communications, Griffin Corporate Finance and Griffin Two
"Griffin Two" Griffin Two Limited, a company registered in England and Wales with
company number 4839799, a wholly owned subsidiary of Griffin Group
Holdings
"Group" the Company and the Subsidiaries or any of them as the context requires
or permits
"Independent Director" Jan Ledochowski
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" the ordinary shares of 0.1 pence each in the capital of the Company
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"PLUS" the market of that name, operated by PLUS Markets Group plc
"Proposals" the Acquisition, the Disposal, the Waiver, the change of name of the
Company, the adoption of the new Articles and Admission
"Proposed Directors" Michael Hicks, David Scott, Trevor Coote, Alon Bull, Antony Cowling and
Andrew Grant, who are proposed to be appointed to the Board with effect
from completion of the Proposals
"Shareholders" holders of Ordinary Shares
"Subsidiaries" the existing subsidiaries of the Company, namely Griffin Group
Holdings, Griffin Two, Griffin Corporate Finance and Griffin
Communications
"UK Listing Authority" or the FSA acting in its capacity as the competent authority for the
"UKLA" purposes of Part VI of FSMA
"UK" the United Kingdom of Great Britain and Northern Ireland
"Waiver" the waiver by the Panel of Rule 9 of the Takeover Code as described in
this document
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Griffin (LSE:GFF)
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