REG - Insetco PLC - Proposed Acquisition

Fri Feb 11, 2011 10:43am GMT

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RNS Number : 0890B
Insetco PLC
11 February 2011
 



11 February 2011

 

Insetco plc

("Insetco" or the "Company")

 

Proposed Acquisition of Saolpoll (Jersey) Limited and related business assets

Re-admission to trading on AIM

Notice of General Meeting

 

Further to the Company's announcement on 25 January 2011, the Company is pleased to announce that, subject to, amongst other things, Shareholder's approval, Insetco has entered into a conditional agreement to acquire Saolpoll (Jersey) Limited ("Saolpoll") and related business assets (collectively the "SLS Programme"). The Acquisition will constitute a reverse takeover for the purposes of AIM Rule 14.

 

The consideration for the proposed acquisition of Saolpoll will be met through the issue of 49,180,446 new Ordinary Shares of Insetco which represent 29.9% of the Company's Enlarged Share Capital. In addition, the Vendors will receive Warrants to subscribe up to 66,122,202 further new Ordinary Shares at an exercise price of 61p per share.  The related business assets will be acquired for a nominal cash consideration of £2.

 

A notice convening a General Meeting of the Company to be held at 11.00 a.m. on 28 February 2011, to approve the Proposals, is set out at the end of the admission document that has been posted to Shareholders.

 

Shareholders should be aware that in the event that the Resolutions seeking approval for the Proposals are not approved by Shareholders at the General Meeting, the Ordinary Shares of the Company will remain suspended from trading pursuant to AIM Rule 15 until such a time that the Company can make an acquisition which would constitute a reverse takeover for the purposes of AIM Rule 14. The London Stock Exchange will cancel the admission of the Ordinary Shares of the Company from trading where these have been suspended from trading for six months pursuant to AIM Rule 41, being 24 June 2011.

 

Conditional on completion of the Acquisition, Mr Sanjeev Joshi will be appointed as a director of the Company.

 

Commenting on the proposed acquisition, Clive Cooke, CEO said: The acquisition of the SLS Programme is a major step forward in the development of the Insetco business.

 

For further information, please contact:

 

Insetco plc                                                                                                    020 7887 7841

Clive Cooke, Chief Executive Officer

 

Charles Stanley Securities                                                                             020 7149 6000

(Nominated Adviser)

Russell Cook/Darren Vickers



 

Proposed Acquisition of Saolpoll (Jersey) Limited and related business assets

Re-admission to trading on AIM

Notice of General Meeting

 

1. INTRODUCTION

 

It was announced on 10 February 2011 that, subject to, amongst other things, Shareholders' approval, the Company had come to a commercial agreement regarding terms of an acquisition in fulfilment of the investing policy set out in the circular to the shareholders dated 16 March 2010. Under the proposed acquisition, the Company has entered into an agreement to acquire Saolpoll and related business assets forming the SLS Programme, which is involved in the structuring, management and securitisation of Senior Life Settlement Bonds. The Acquisition is in line with the investing strategy set out in the circular to the shareholders dated 16 March 2010.

 

The consideration for the proposed acquisition of Saolpoll will be met through the issue of 49,180,446 new Ordinary Shares of Insetco which represent 29.9 per cent. of the Company's Enlarged Share Capital. At the closing price of 14.5p on 22 December 2010, being the price at the time of the suspension in trading of Insetco's ordinary shares on AIM, the consideration for Saolpoll (without taking account of the Warrants) would have a value of £7.13 million. In addition, the Vendors will receive warrants to subscribe up to 66,122,202 further new Ordinary Shares at an exercise price of 61p per share. The Related Assets will be acquired for a nominal cash consideration of £2.

 

 

2. BACKGROUND TO AND REASONS FOR THE ACQUISITION

 

As announced previously, Insetco seeks to participate in the structuring and resale of financial products, with a particular focus on the US life settlements and life insurance linked securitisation markets. The Company seeks to acquire, as agent for institutional clients, US life insurance policies covering the life of one or more individuals, subject to specific parameters established with Insetco's clients.

 

The US life settlements market is relatively new, and grew steadily from the late 1990's until the global financial crisis in 2008. Nevertheless trading in the US life settlements market by face value of policies was estimated by an independent research company to be worth US$12 billion in 2008 and is expected to reach US$21 billion by 2012, with continued growth thereafter. The Board's view is that the market holds a number of attractions for institutional investors including: little correlation with traditional investment asset classes; quantifiable investment risk/return; and advantageous pricing opportunities from the continuing fall-out from the global financial crisis. The Company is in discussions with a number of institutional investors and the Director and Proposed Director believe that, with expertise provided by the SLS Programme, and the orders that have been the subject of these discussions, the Company will be able to generate fee revenue during the first half of the current financial year.

 

The Enlarged Group will seek to identify suitable life insurance policies either on an individual or on a portfolio basis and will structure them into a format which is intended to produce stable predetermined cash flows through appropriate risk diversification and thereby, converting them into marketable securities which are investable by an institutional quality client base. In this process, the Enlarged Group will earn revenues generated from both the introduction of clients to the purchase of the securities and from the on-going management of the SLS Programme.

 

Sanjeev Joshi will become an executive director of Insetco upon completion of the proposed acquisition. He will be appointed as Head of Structuring and General Counsel of the Company. Daryn Soards will also join the Company as Chief Investment Officer.

 

Trading in the Company's shares was suspended on 23 December 2010, pending implementation of the Company's investing policy to the satisfaction of the London Stock Exchange. Upon passing of the Resolutions at the Shareholder Meeting on 28 February 2011, the Enlarged Share Capital is expected to be admitted to trading on AIM with effect from 8.00 a.m. on 1 March 2011.

 

 

 3. INFORMATION ON INSETCO (FORMERLY KNOWN AS ASG MEDIA PLC)

 

Insetco's shares were traded on AIM as ASG Media plc ("ASG") from July 2004, when the business was restructured and separated from Avanti Communications Group plc. ASG specialised in the provision of instore digital screen advertising services, but encountered financial difficulties, culminating in the appointment of administrators on 2 November 2009, at which time dealings in its shares were suspended. Subsequent to this, ASG announced on 26 November 2010 that the administrators had sold the business and assets of ASG's trading subsidiaries for £155,000, and certain other assets for a further £20,000. This disposal was considered a fundamental disposal in accordance with Rule 15 of the AIM Rules for Companies and the Company became an investing company. Certain of the directors of ASG resigned following the disposal.

 

On 30 December 2009, ASG stated that the Board was seeking to undertake a restructuring of the business. This culminated in ASG announcing on 30 March 2010 details of a proposed Company Voluntary Arrangement ("CVA"), the proposed adoption of a new investing policy, a share capital reorganisation and change of name to Insetco plc (collectively the "Proposals"). The Proposals were approved by shareholders on 1 April 2010.

 

Following this, Insetco announced on 9 April 2010 that, in addition to the £56,250 subscribed for in accordance with the Proposals, it had secured a further £200,000 through the issue of a further Convertible Loan Note, to be repaid by 30 September 2011 (the "2011 CLN"). This re-capitalisation of the Company allowed trading in Insetco's shares to be restored on 12 April 2010.

 

As set out in the Company's circular dated 16 March 2010, Insetco's investing policy was to participate in businesses that specialise in financial products, with a particular focus on the life insurance settlement market.

 

Shortly after restoration to trading on AIM, on 26 April 2010, Charles Woodworth and Rosalind Hutchinson were appointed as executive directors of the Company. Clive Cooke then joined the Board on 16 July 2010. These appointments were made to allow the Company to develop its life settlements business in fulfilment of the Company's investing policy.

 

Charles and Rosalind, and the remaining ASG director, Gary Truman, resigned as directors of the Company effective as at 31 December 2010.

 

 

 4. INFORMATION ON SAOLPOLL

 

Saolpoll is a new company formed in January 2011 and has acquired the SLS Programme which has been developed as from February 2010 by Mr Daryn Soards and Mr Sanjeev Joshi for the entities that have transferred to ownership of the SLS Programme to Saolpoll. Integeral has been involved in researching and identifying financial institutions as potential suppliers or acquirers of Senior Life Settlement Policies and the securitised products and investments that are to be derived from them. Saolpoll provides administrative, management and corporate functions in the exploitation of Senior Life Settlement financial policies and securitised products and will obtain fees, charges and other economic benefits, including participation in residual values, that are earned or otherwise attributable to the participation in the SLS Programme. ICML has authority as an appointed representative to conduct regulated activities in connection with the SLS Programme.

 

 

5. CURRENT TRADING AND PROSPECTS

 

The Company anticipates that the acquisition of the SLS Programme will enable the Company to fulfil a securitisation order which it has launched for Senior Life Settlement Policies within the SLS Programmes referred to above. This will include the senior life settlement acquisition programme that was announced by the Company in May 2010, which is now anticipated to be progressed through the SLS Programme and which the Company anticipates will be increased.

 

The Company will obtain fees, charges and other economic benefits, such as the participation in residual values, through the SLS Programme.

 

Clive Cooke and Sanjeev Joshi have both given an irrevocable commitment that they will each subscribe £50,000 for a new Convertible Loan Note on 1 May 2011, which will be issued on terms identical to the Loan Notes, save that the repayment date will be 1 May 2012. Investa AG have also given an irrevocable commitment to subscribe £100,000 for a new Convertible Loan Note to be issued on 1 May 2011 on identical terms.

 

The Director believes that the Company will generate significant revenues during the next few months which will negate the requirement for further funding. In the event that the Company has generated, and received, fee income of £200,000 or more on or before 1 May 2011 the irrevocable commitments will not be subscribed.

 

The subscription to a Loan Note by Clive Cooke and Sanjeev Joshi, on the basis set out above, would, if made, represent a related party transaction. In the absence of an independent director, Charles Stanley, the Company's nominated adviser, considers the terms of such a subscription to be fair and reasonable insofar as Shareholders are concerned.

 

The Director has confirmed that the Company has sufficient working capital for at least the next 12 months.

 

 

6. PRINCIPAL TERMS OF THE ACQUISITION AGREEMENT

 

On 1 February 2011, the Company entered into the Acquisition Agreement with the Vendors for the purchase of the entire issued share capital of Saolpoll and the Related Assets. Completion of the acquisition is conditional upon the approval of the Resolutions.

 

Certain warranties have been given by the Vendors and by Integeral, Mr Joshi and Mr Soards to the Company in connection with the business of Saolpoll. The Company has given certain warranties to the Vendors.

 

On completion of the Acquisition the Company has agreed to allot and issue as consideration for the purchase of the entire issued share capital of Saolpoll a total of 49,180,446 Ordinary Shares and 66,122,204 Warrants. The Related Assets are to be acquired for £2 to be paid on cash on completion of the Acquisition.

 

The Consideration Shares and Warrants to be issued to the Vendors on completion of the Acquisition are to be issued in equal shares to Genevieve Management, Grayson Portfolio and Grayson Marketing. The Consideration Shares will rank pari passu with existing ordinary shares of the Company. Application will be made for 49,180,446 new Ordinary Shares to be admitted to trading on AIM, and it is expected that admission will be effective on 1 March 2011.

 

Following this allotment, the total issued share capital of the Company will increase to 164,483,096 Ordinary Shares.

 

The Consideration Shares and the Warrants are both subject to the terms of the Lock-in Agreements and/or an Orderly Market Agreement details of which are set out below.

 

The Warrants, which are exercisable at any time at a price of 61p per share, are also subject to the right of Insetco to require that the Warrants be exercised subject to certain conditions, including that the volume weighted average price of Insetco's ordinary shares is over 72p for a period of 10 consecutive trading days.

 

 

7. FINANCIAL INFORMATION

 

Shareholders should read the whole admission document and not rely solely on the key or summarised information.

 

Financial information on Insetco

 

In accordance with Rule 28 of the AIM Rules for Companies, the admission document does not contain historical financial information on the Company which would otherwise be required by Section 20 of Annex I of the Prospectus Rules. However, it does contain summary historical financial information on the Company for the three years ended 31 December 2009. Audited historical information for the Company, as well as the half-yearly results for the period 30 June 2010, are available from the Company's website at www.insetco.com.

 

Given the Company's history described above, the financial information, with the exception of the half-yearly report for 30 June 2010, relate solely to the performance of ASG, the predecessor of Insetco, and should therefore not be used by Shareholders to assess the financial performance of Insetco or its current Director.

 

Financial information on Saolpoll

 

Saolpoll is a recently incorporated company and has not commenced operations as at the date of publication of this announcement. Accordingly, financial statements have not been included in the admission document.

 

Financial information on the Enlarged Group

 

An un-audited pro-forma statement of net assets as at 30 June 2010 has been included in Section IV of the admission document.

 

 

8. BOARD STRUCTURE

 

Following the Acquisition the Board will comprise two Directors, brief biographies of whom are set out below. Both Directors have expertise in the financial services sector as set out in the biographies. Details of the service contracts relating to Director and Proposed Director are set out in paragraph, 6.1 and 6.2 of Part VI of the admission document. Further details of the Director's and Proposed Director's directorships, both current and in the past five years, are set out in paragraph 7 of Part VI of the admission document. The Company intends to appoint a further independent non-executive director as Chairman in due course.

 

Clive Cooke, age 52, Chief Executive

 

In addition to his current role as Head of Sales, Marketing and Distribution, Mr Clive Cooke shall take on the role of Chief Executive.

 

Mr Cooke has extensive experience in financial services with a strong sales background in both retail and institutional sectors. He began his professional career as an institutional fixed income broker and founded the first electronic brokerage service for UK government bonds. He has worked extensively in both New York and London and has a proven track record of growing companies, motivating staff and acquiring new businesses.

 

Mr Cooke was formerly Chief Executive of ExCo (USA) Inc, which latterly became ICAP (USA) Inc, and was Deputy Chairman of City Index Limited where he previously acted as Chief Executive.

 

Sanjeev Joshi, age 40, Director

 

Sanjeev is a director of ICML which is being acquired by the Company as part of the transaction. ICML is an Appointed Representative for UK FSA purposes. He is also a director of Integeral which is selling its life settlements securitisation business insofar as it relates to the SLS Programme to the Company for a nominal consideration of £1.

 

Mr Joshi has held executive positions at some of the biggest global investment institutions including NatWest Markets, Deutsche Bank, ABN Amro, and Nomura. He began his professional career as a solicitor with Slaughter and May and has extensive experience in deal structuring and legal investment risks aligned to both vanilla and derivative financial instruments on a multi-asset basis. Latterly, he has been focusing on life settlements structuring and dislocated assets such as distressed real estate transactions on a global portfolio basis.

 

 

9. KEY PERSONNEL

 

Daryn Soards, Chief Investment Officer

 

Daryn Soards will also join as an executive officer of the Company as the Company's Chief Investment Officer.

 

Before forming Integeral, Daryn held several executive positions at respected global investment houses, including Salomon Brothers and Deutsche Bank. Mr Soards has a wealth of investment experience to draw upon within the global capital markets.

 

Mr Soards was previously the head of programme trading at Deutsche Bank, and the special situations fund manager at UBS O'Connor and Marshall Wace Asset Management, where he was responsible for multi-billion dollar portfolios he has extensive knowledge of financial derivatives, trading, and quantitative valuation techniques across varying asset classes.

 

Julian Seidman, Chief Financial Officer

 

Mr Seidman is a chartered accountant with considerable experience in fast moving entrepreneurial entities together with considerable exposure to capital raising and M & A activities. He has held senior financial positions within listed companies including Carlton Communications plc, Future Electronics Inc. and Betacom plc and latterly has been providing services to a wide range of companies through FD Solutions Limited.

 

 

10. BANKING FACILITIES

 

The Company has three accounts with National Westminster Bank plc, a current account for pounds Sterling and a current and a reserve account for US Dollars. The Company has no bank borrowing facilities at present.

 

 

11. CONVERTIBLE LOAN NOTE

 

On the 22 January 2011, the Company has issued £290,000 of 8 per cent. Convertible Unsecured Loan Notes 2012 to ADM Investor Services International Limited ("ADM"), SOJ Fiduciary Management Limited and Fairbairn Nominees (Jersey) Limited, ("Fairbairn").

 

The Loan Notes are due for repayment by 31 January 2012, or, on the election of the noteholders, may be converted in whole or in part into Ordinary Shares at a conversion price of 14.5 pence per Ordinary Share. In the event that the Company's share price trades for ten consecutive business days at 29p per share or more, conversion of the Loan Notes may be required by the Company.

 

Full conversion of the Loan Notes would result in the issue of 2,000,000 new Ordinary Shares, representing 1.22 per cent. of the issued share capital (as enlarged thereby).

 

The proceeds of the Loan Notes will provide capital to the business in order to develop and market Senior Life Settlement Bond products.

 

ADM is considered a related party for the purposes of the AIM Rules for Companies, as a result, and in accordance with AIM Rule 13, the Director considers, having consulted with Charles Stanley as nominated adviser, that the terms of the above transaction are fair and reasonable insofar as its Shareholders are concerned.

 

In July 2010 the Company issued £500,000 of 8 per cent. Convertible Unsecured Loan Notes, 2012 to ADM and Fairbairn of which ADM subscribed £350,000 and Fairbairn subscribed £150,000.

 

 

12. LOCK-IN/ORDERLY MARKET ARRANGEMENTS

 

The Consideration Shares issued to Genevieve Management and Grayson Portfolio, as well as any Ordinary Shares issued on the exercise of the Warrants by these parties, are subject to the Lock-in Agreement for a period of 24 months.

 

The Consideration Shares issued to Grayson Marketing, as well as any Ordinary Shares issued on the exercise of the Warrants by this party, are subject to the Orderly Market Agreement for a period of 12 months.

 

13. DIVIDEND POLICY

 

The Board's current intention is to retain the Company's earnings in the foreseeable future to finance growth and further expansion. It is however, the Board's intention to pay dividends when, in the view of the Board, the Company has sufficient cash resources and distributable reserves.

 

 

14. SHARE SCHEMES AND MANAGEMENT INCENTIVE ARRANGEMENTS

 

The Board believes that the retention of senior management will be a key factor for the success of the Enlarged Group. Consequently, the Company intends to grant unapproved share options to Directors and other members of the senior management team, details of which will be announced in due course.

 

The intention of the Board is that the number of options over Ordinary Shares available for grant will not exceed 10 per cent. of the Enlarged Share Capital of the Company.

 

 

15. CORPORATE GOVERNANCE

 

The Directors support high standards of corporate governance and confirm that, following Admission, they intend (having regard to the current stage of development of the Company) to comply, so far as practicable, with the QCA code.

 

Upon Admission the Company will establish an audit committee and a remuneration committee which will continue to operate following Admission with formerly delegated duties and responsibilities.

 

The audit and the remuneration committee will comprise Clive Cooke and Sanjeev Joshi. When appointed, a non-executive director will chair the relevant committees. The audit committee is responsible for both ensuring that the financial performance of the Company is properly reported on and monitored and for reviewing the auditor's reports relating to accounts and internal control systems. The remuneration committee will be responsible for the review and recommendation of the scale and structure of remuneration for senior management including the award of share options.

 

The Company has adopted a share dealing code for Directors and employees and will take proper steps to ensure compliance by the Board and relevant employees. The Company will take all reasonable steps to ensure compliance by the Directors and employees with the provisions of the AIM Rules relating to dealings in securities of the Company.

 

 

16. CREST

 

CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by certificate and transferred otherwise than by written instrument. The Directors have applied for the Enlarged Issued Share Capital (other than those new Ordinary Shares to be issued to US persons) to be admitted to CREST with effect from Admission and CREST has agreed to such Admission. 

 

Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if the individual shareholders so wish. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so.

 

 

17. GENERAL MEETING

 

A notice convening a General Meeting of the Company to be held at 11.00 a.m. on 28 February 2011 has been sent to Shareholders. At the meeting, Shareholders will be asked to consider the following

 

 

Resolutions:

Completion of the Acquisition will result in a fundamental change of business for the Company which, under the AIM Rules is classified as a reverse takeover and, as such, is conditional on the consent of Shareholders at the General Meeting. The Company therefore seeks Shareholder approval for the Acquisition. The summary of the terms of the Acquisition Agreement is set out in paragraphs 2 and 6 above. It is also proposed to appoint Sanjeev Joshi as a director of the Company on completion of the Acquisition.

 

 

18. RECOMMENDATION

The Director believes that the Resolutions to be proposed at the General Meeting, are in the best interests of Shareholders as a whole. Accordingly, the Director recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

 

 

 

 

EXPECTED TIMETABLE



Publication of the Circular

10 February 2011

Latest time and date for receipt of Form of Proxy

11.00 a.m. 26 February 2011

General Meeting

11.00 a.m. on 28 February 2011



Completion of the Acquisition, Admission and dealings commence in Enlarged Share Capital on AIM

8.00 am on 1 March 2011

 

 

 

DEFINITIONS

 

The following definitions apply throughout this announcement unless the context otherwise requires:

 

"2006 Act"
the Companies Act 2006, as amended
"Acquisition"

the proposed acquisition by the Company of the entire issued share capital of Saolpoll and certain other related business assets

 

"Acquisition Agreement"

the conditional sale and purchase agreement dated 1 February 2011 relating to the Acquisition

 

"Admission"

admission of the issued and to be issued Ordinary Shares (including the Consideration Shares) to trading on AIM and such Admission becoming effective in accordance with the AIM Rules

 

"AIM"
the AIM market operated by the London Stock Exchange
"AIM Rules"

the AIM rules published by the London Stock Exchange governing admission to, and operation of AIM

 

"Articles"

the articles of association of the Company

 

"Board" or "Directors"

the directors of the Company

 

"Charles Stanley"

Charles Stanley Securities, a division of Charles Stanley & Co. Limited, which is regulated for the conduct of investment business in the UK by the Financial Services Authority and is a member of the London Stock Exchange, the Company's Nominated Adviser and Broker

 

"Consideration Shares"

49,180,446 new Ordinary Shares to be issued to the Vendors pursuant to the Acquisition Agreement as consideration for the purchase of the Vendors' shares in Saolpoll

 

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear

 

"Enlarged Group"

the Company as enlarged by the Acquisition

 

"Enlarged Share Capital"

the issued Ordinary Shares in the capital of the Company following Admission comprising the Existing Ordinary Shares and the Consideration Shares

 

"Equity Securities"

shares and rights to subscribe for shares, and rights to convertsecurities into shares

 

"Euroclear"

Euroclear UK & Ireland Limited

 

"Existing Ordinary Shares"

the issued Ordinary Shares at the date of this announcement

 

"Form of Proxy"

 the form of proxy which accompanies the admission document, for use at the General Meeting

 

"FSA"

the UK Financial Services Authority

 

"FSMA"

the Financial Services and Markets Act 2000, as amended

 

"General Meeting"

the general meeting of the Shareholders convened for 11.00 a.m.on 25 February 2011 at which Shareholders will be asked to consider the resolutions necessary to approve and implement the Proposals

 

"Genevieve Management"

Genevieve Management Limited, a company incorporated in the British Virgin Islands under No 1618024, that holds the interest of The Joshi Family Trust in the shares of Saolpoll and, as the vendor of such shares under the Acquisition Agreement, is to hold Consideration Shares and Warrants in that capacity

 

"Grayson Marketing"

Grayson Marketing Limited, a company incorporated in the British Virgin Islands under No 1618062, that holds the interest of The Maslen Family Trust in the shares of Saolpoll and, as the vendor of such shares under the Acquisition Agreement, is to hold Consideration Shares and Warrants in that capacity

 

"Grayson Portfolio"

Grayson Portfolio Limited, a company incorporated in the British Virgin Islands under No 1617897, that holds the interest of The Soards Family Trust in the shares of Saolpoll and, as the vendor of such shares under the Acquisition Agreement, is to hold Consideration Shares and Warrants in that capacity

 

"ICML"

Integeral Capital Markets Limited, a company registered in England and Wales under No. 07258765

 

"Insetco" or "the Company"

Insetco plc

 

"Integeral"

 Integeral Limited, a company registered in England and Wales under No. 06602485

 

"Loan Notes"

£290,000 of 8 per cent. Convertible Unsecured Loan Notes 2012issued on 22 January 2011

 

"Lock-in Agreements"

the agreements referred to in this announcement in connection with the Locked-in Persons

 

"Locked-in Persons"

Genevieve Management and Grayson Portfolio

 

"London Stock Exchange"

 London Stock Exchange Group plc

 

"North America"

 the US and Canada

 

"Notice of General Meeting"

the notice of general meeting set out at the end of the admission document

 

"Ordinary Shares"

ordinary shares of 0.001p each in the capital of the Company

 

"Orderly Market Agreement"

the agreement referred to in the admission document in connection with Grayson Marketing

 

"Prospectus Rules"

the prospectus rules made by the Financial Services Authority pursuant to section 73A of the FSMA

 

"Proposals"

 the Acquisition, Admission and other matters contemplated in the admission document

 

"Proposed Director"

Sanjeev Joshi

 

"Related Assets"

the shares of ICML and part of the business of Integeral that are to be acquired by the Company under the Acquisition Agreement for nominal consideration and represent assets and rights that are to be used in the SLS Programme

 

"Resolutions"

the resolutions contained in the notice convening the General Meeting which is set out at the end of the admission document

 

"Saolpoll"

Saolpoll (Jersey) Limited, a company incorporated in Jersey,Channel Islands under No. 107382

 

"Senior Life Settlement Bonds" or "SLS Products"

debt securities and other products created by the securitisation of the US Senior Life Settlements

 

"Shareholders"

holders of Ordinary Shares

 

"SLS Programme"

the intellectual property rights, proprietary know-how and technical information necessary for the structuring, management and securitisation of SLS Products

 

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 

"Vendors"

Genevieve Management, Grayson Portfolio and Grayson Marketing

 

"Warrant Instrument"

the Warrant Instrument to be entered into by the Company on completion of the Acquisition to create warrants to subscribe for an aggregate total of 66,122,202 Ordinary Shares of the Company at an issue price of 61p per share in the period to 28 February 2016

 

"Warrants"
Warrants created by the Warrant Instrument to be issued to theVendors in equal shares pursuant to the Acquisition Agreement as part consideration for the purchase of the Vendors' shares in Saolpoll
 

 

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