LBR Libertas Cap

 

TIDMLBR 
 
RNS Number : 3724M 
Libertas Capital Group PLC 
28 January 2009 
 

 
 
For immediate release 
                                                       28 January 2009 
 
 
Strategic Alliance with Trafalgar Capital Advisory and New Financing Package 
 
 
Libertas Capital Group plc ("Libertas Capital" or "the Company") 
 
 
Libertas Capital announces a strategic alliance with Trafalgar Capital Advisory 
Partners LLP, and its affiliated fund Trafalgar Capital Specialized Investment 
Fund FIS, (collectively "Trafalgar Capital"). In conjunction with this strategic 
alliance, Trafalgar Capital has agreed to arrange and to invest in a financing 
for the Company. Trafalgar Capital and the other prospective investors in this 
financing are collectively referred to herein as the "Investment Group." 
 
 
Financing 
 
 
The new financing package, for a total of up to GBP3,650,000, is to include a 
loan for GBP250,000 and a series of convertible loan notes which, if fully taken 
up, will amount to GBP3,400,000. The convertible loan notes will carry a coupon 
and are convertible at 2.5 pence into ordinary shares of Libertas Capital with a 
maturity of up to 24 months. 
 
 
The loan of GBP250,000 has been received by the Company from Trafalgar Capital. 
The GBP3,400,000 convertible loan note issue will take place in two equal 
closings as commitments are received from the Investment Group. Trafalgar 
Capital has committed GBP600,000 to the first closing and has the right to 
subscribe GBP400,000 to the second closing. Further announcements will be made 
shortly as and when closings are achieved. 
 
 
Strategic Alliance 
 
 
Trafalgar Capital and Libertas Capital will enter into a strategic collaborative 
arrangement, ultimately enabling (a) clients of the Trafalgar Capital 
Specialized Investment Fund to be referred to Libertas Capital Group for equity 
raising (flotations, secondary offerings and private placements), debt 
placement, and merger and acquisition advice; and (b) Libertas Capital clients 
to take advantage of the mezzanine and convertible loan financing solutions 
offered by Trafalgar Capital. Trafalgar Capital and Libertas Capital believe 
that significant synergies can be developed between the two firms. Trafalgar 
Capital Specialized Investment Fund has in excess of 100 million Euros under 
management and over 60 client companies in its portfolio trading on the London 
markets and on stock exchanges overseas. 
 
 
Trafalgar Capital will have the right to appoint two directors to the Libertas 
Capital board, subject to relevant regulatory approvals. In addition a new 
management committee shall be formed comprising the Chairman and Chief Executive 
of Libertas Capital Group and two representatives of Trafalgar Capital Advisors 
LLP. 
 
 
With regard to this strategic relationship, and in addition to the financing 
described above, the firms have agreed that Trafalgar Capital shall have the 
right to subscribe over a one year period to convertible preference shares in 
the Company, at an aggregate subscription cost of GBP100,000. These preference 
shares will convert at the holder's option into 19.95% of the Company's fully 
diluted issued share capital, as calculated after two years or when the 
convertible loan notes held by Trafalgar Capital cease to be outstanding, 
whichever is the later. 
 
 
Libertas Capital will create and maintain in place at all times a long-term 
incentive plan for staff, comprising the right to subscribe to preference shares 
convertible into an aggregate of 20% of the Company's fully diluted issued share 
capital. 
 
 
 
 
The board of Libertas Capital will forthwith seek: authority from its 
shareholders to allot the shares necessary for the convertible loan notes and 
convertible preference shares; a waiver of any  requirements of Rule 9 of the 
City Code on Takeovers and Mergers in connection with this transaction; and all 
necessary approvals from the relevant regulatory authorities for members of the 
Investment Group to become controllers of Libertas Capital. 
 
 
More information will be provided on this agreement in due course in a 
shareholders' circular. 
 
 
The Company currently has 87,757,005 shares in issue, of which 383,949 shares 
are in Treasury. If the convertible loan notes are fully subscribed and fully 
converted at 2.5 pence per share, the Company will have 223,757,005 shares in 
issue, including 383,949 in Treasury. The Investment Group will own 136,000,000 
shares, representing 60.8% of the Company's issued share capital, of which 
Trafalgar Capital will own between 24,000,000 and 40,000,000 shares, 
representing between 10.7 and 17.9% of the issued share capital. These 
calculations do not take account of any impact of the management incentive plan 
or of the exercise by Trafalgar Capital of its right to subscribe to convertible 
preference shares. In addition, there are currently 24.5 million warrants in 
issue. 
 
 
The Company believes that on completion of this funding it will have sufficient 
working capital to support its operations for at least six months. The ordinary 
shares of the Company remain suspended pending the appointment of a new 
Nominated Adviser. 
 
 
 
 
Jakob Kinde, Executive Chairman of the Company, said "Following the very 
disappointing non-performance of our previously contracted investor, we are 
delighted that we managed in a short time to obtain a strategic alliance with, 
and a new financing package from Trafalgar Capital and its investor group. We 
look forward to a long and productive relationship with Trafalgar Capital: we 
are already working together with our new investors to secure a number of 
attractive corporate finance mandates, and we see substantial mutual benefits in 
this complementary relationship." 
 
 
About Trafalgar Capital 
 
 
Trafalgar Capital Specialized Investment Fund-FIS is viewed as the first 
independent European-based alternative investment fund focusing on 
privately-negotiated funding transactions for small and mid-cap publicly traded 
companies in Europe and overseas. It was the first newly-launched Specialised 
Investment Fund (FIS) under Luxembourg law and offers bespoke funding and 
specialist corporate advice normally only available to large-cap companies. 
Trafalgar Capital Advisory Partners LLP is the regulated FSA entity which is an 
advisory business incorporated in England and authorised and regulated for the 
conduct of investment business by the Financial Services Authority. Trafalgar 
has closed over 220 financing transactions since its inception in 2006. 
 
 
The Trafalgar Capital Investment Strategy 
 
 
The fund aims to earn a positive steady return from an asymmetrical investment 
strategy by extending fee earning corporate finance advice and funding to small 
and medium sized publicly traded companies. Financing instruments used include: 
individually negotiated convertible and redeemable debentures, bridge loans, 
mezzanine finance strips asset backed loans and facilities for our portfolio 
companies as well as our Committed Equity Facility ("CEF"), which, outside the 
US can be accompanied with a short term loan. 
 
 
For further information please contact: 
 
Libertas Capital Group plc                                     +44 (0) 20 7569 
9650 
Jakob Kinde, Executive Chairman 
Tim Murray, Chief Executive Officer 
 
 
 
 
Buchanan Communications                                   +44 (0) 20 7466 5000 
Charles Ryland/Mary Jane Johnson 
 
 
 
 
Notes to Editors: 
About Libertas Capital Group Plc 
 
 
Libertas Capital is an international financial services firm offering its 
clients a full range of dedicated independent Corporate Finance Advisory, 
Research and Distribution services. 
 
 
Corporate finance services include investment bankers with substantial depth of 
European/international M&A and general corporate finance experience, as well as 
entrepreneurs and industrial professionals with extensive experience and 
expertise in their particular fields, having completed in excess of US$100 
billion in transactions. 
 
 
In our research and distribution services we offer our clients a dedicated 
research capability with deep industry knowledge in our core sectors - Renewable 
Energy, Energy & Natural Resources, Real Estate & Infrastructure and Technology 
& Telecoms. Our extensive distribution network covers UK, European, Asian, 
Middle Eastern and US institutional clients. 
 
 
Our business is based on core values and strengths which we believe both 
differentiate Libertas Capital from its competitors and give us a competitive 
advantage. We aim to provide a high level of customer service that will result 
in long term client relationships based on the principles of openness, 
innovation and creativity. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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