12th Dec 2005 08:00
Amazing Holdings plc12 December 2005 12th December 2005 Amazing Holdings plc ("Amazing Holdings" or "the Company") First day of dealings on AIM Amazing Holdings plc, the hotel and leisure company seeking to build the firstworld class hotel and casino resort in the Penghu Islands, Taiwan, is pleased toannounce that today shares have been admitted to trading on AIM, a marketoperated and regulated by London Stock Exchange plc. The Company has placed 994,431 Ordinary Shares at 185p per Ordinary Share,raising approximately £1.84m. The total number of Ordinary Shares in issue is15,302,962 Ordinary Shares, capitalising the Company at approximately £28.3m. The Company has a highly experienced management team which has been formed inorder to play a key role in assisting and supporting the process of enablinggaming in the Penghu Islands, and following this plan to secure one of the firstcasino operation licences to be granted in Penghu. The funds raised are to be used for the considerable work associated with thelegalisation of gaming and the work necessary to secure a gaming licence for theCompany. Daniel Stewart is Nominated Adviser to the Company and JM Finn is acting asBroker. Commenting on the placing, David Mathewson, Chairman of Amazing Holdings said: "We are pleased to be listing the Company on AIM today. We are confident in ourability to work with the Taiwanese authorities to assist and support the processof enabling gaming in the Penghu Islands; and following this secure a casinolicence. "We are excited about the Company's future and anticipate significant progresson the project over the next 18 months which will deliver value for ourshareholders." For further information, please contact: Lindsay Mair/Jonny Franklin-Adams, Daniel Stewart 020 7776 6550Sam Smith/Eddie Edmondstone/Charles Cunningham, JM Finn 020 7628 9688Jonathon Brill/Caroline Stewart, Financial Dynamics 020 7831 3113 INTRODUCTION Amazing Holdings plc intends to build and operate a casino resort hotel to thehighest international standards in the Penghu Islands, Taiwan. The Group,through key relationships established in Taiwan, is working towards thelegalisation of gaming in the Penghu Islands, and the Directors believe that theGroup is well positioned to assist and support the enablement of gaming and,having done so, to secure one of the first casino operating licences granted bythe Taiwanese Government for the Penghu Islands. The purpose of this announcement is to provide information on the company'sstrategy and management, and to give details of the Placing. The funds raisedare to be used for the considerable work associated with the legalisation ofgaming and the work necessary to secure a gaming licence for the Company. STRATEGY The Group is in the course of completing, through a series of land purchasetransactions, the acquisition of certain rights to a prime 27 acre beach-frontedsite in the Penghu Islands, suitable for operating an international resortdevelopment. The Group is also in the process of completing a comprehensive land re-zoningexercise which, in the view of the Directors, is one of the most complex everundertaken in Taiwan. Although the implementation of the re-zoning process isnot yet concluded, the Directors are confident that this process is now subjectonly to completion of certain remaining formalities. The Penghu Islands are a group of islands in the South China Sea, just off thesouth west coast of Taiwan and, notwithstanding the gaming opportunity, haveconsiderable development potential as a tourist destination. Indeed it was thetourism potential that first attracted the founder directors. The prospect ofgaming began to emerge in 2000 following tentative discussions between theauthorities in Taiwan and a leading US based casino operator. The Group, whilstcontinuing to progress the land purchase transactions, was well placed to takethe gaming initiative forward. With this objective in mind, the Group has engaged the services of theFriedmutter Group, a leading firm of Las Vegas based architects, and envisagesan overall development costing in excess of US$600 million. The Group hascommenced discussions with a major international bank in New York regarding thelong term financing of the development, in addition to engaging in earlydiscussions with a leading international real estate developer. The Directors believe that, given their own experience and the complexitiesassociated with the land purchase transaction, the Company is at least two yearsahead of any rivals. The Legalisation of Gaming in the Penghu Islands Gaming is currently illegal in Taiwan but this is under review by the Taiwaneseauthorities. The Company currently has no gaming licence. The Directors believethat in the near future gaming will be legalised within a regulatory frameworkacceptable to a major Las Vegas based corporation. Furthermore, the Directorsbelieve that it is likely, initially, that a number of licences will be grantedand that Amazing Taiwan is well placed to receive one of these licences. The Group has engaged the services of The Pamir Law Group which is a law firmbased in Taipei that handles legislative reform and corporate law matters. ThePamir Law Group's legislative effort is being managed by Nicholas Chen, a Taiwanbased US lawyer who is co-ordinating a team in Taipei tasked with the enablementof gaming in the Penghu Islands, and the eventual securing of a gaming licencefor the Company. The Group has also appointed Tony Cabot of Lewis & Roca, a LasVegas based corporate law firm specialising in the adoption of Nevada basedregulatory frameworks in foreign jurisdictions. In addition, it has recentlyengaged the services of Professor Bill Eadington, a leading academic from theDepartment of Gaming at the University of Nevada in Reno. Professor Eadingtonhas advised many governments throughout the world regarding the introduction ofgaming. The benchmark for all international gaming corporations is the regulatoryframework in the State of Nevada, USA. Any major corporation operating in theState of Nevada must ensure that any casinos it manages anywhere else in theworld, are run to a standard no less rigid than that which exists in the Stateof Nevada. This applies even where the regulatory framework in a givenjurisdiction, such as Macau, is less rigorous than that in the State of Nevadaand the Nevada Gaming Board can, and does, check the operational integrity ofNevada-based operators at their premises throughout the world. The establishmentof a regulatory framework, no less stringent than that in existence in the Stateof Nevada, is crucial to the attraction of investment associated with the sortof development envisaged in the Penghu Islands. The Directors believe that the recent decision taken by Singapore to allowgaming, linked to a major tourist development, greatly increases the prospect ofgaming being enabled in Taiwan. Amazing Taiwan is, so far as the Directors areaware, the only corporate entity in Taiwan to have secured rights to asignificant piece of land in the Penghu Islands suitable for the establishmentof a high quality casino resort. Its management team has experience of thestringent international standards envisaged in order to secure a gaming licencein the Penghu Islands. Casino Resort Development Under the Group's plans, the casino resort development will have over 250 feetof beach frontage and will include a 600 room resort hotel together with a multilevel casino. The complex will cater for gamblers at all levels. The casinoitself will comprise approximately 130,000 square feet and accommodateapproximately 500 slot machines and 500 table games, plus race and sports booksand other gaming attractions. The initial design work is being undertaken by the Friedmutter Group, who areleading international designers to the gaming industry. The Directors areadvised that the initial design phase will last about a year and this work isbeing run in parallel with the work being undertaken regarding the legalisationof gaming in the Penghu Islands. The Group has engaged the services of Ove Arup & Partners California Ltd., toact as civil engineers, and is in early discussions with a major buildingcontractor. The Directors have commenced discussions with a major internationalbank in New York with a view to arranging debt finance for the development andconstruction of the casino resort, which they estimate will cost in excess ofUS$600 million. Following approval of the re-zoning, the Directors expect theconstruction of the site to take approximately18 months. MANAGEMENT Brief biographies of the Management Team are set out below David Carr Mathewson BSC CA, Non-executive Chairman David Mathewson, 58, is a Chartered Accountant who has spent his career inInvestment Banking in the UK and Overseas. Previously a Director of NobleGrossart, Merchant Bankers, for twelve years, he is currently Non ExecutiveChairman of a UK listed company, Sportech PLC. Sportech owns LittlewoodsLeisure, (including Littlewoods Football Pools, Bet Direct and internet casinos)and other gambling businesses including a licenced pools promoter's operation.It is an External Lottery Manager authorised by certificate issued by the GamingBoard for Great Britain. David is also Chairman of Geared Opportunities IncomeTrust PLC, and a Non Executive Director of Noble & Company Limited, Murray VCTplc and Edinburgh UK Tracker Trust PLC. He is also a trustee of the RoyalBotanic Gardens Edinburgh. Mr Mathewson is Non-Executive Chairman and will beresponsible for ensuring that the overall objectives of the Company are met, andthat the Company follows best practice regarding Corporate Governance. MrMathewson chairs the Audit and Remuneration Committees. He joined the Board on15 October 2004. Larry Jean Woolf, Chief Executive Officer Larry Woolf, 61, is a well respected figure in the gaming industry. He was amember of the Caesars Worldwide Executive Management Team; when it openedCaesars Atlantic City, New Jersey, USA, in 1984, and he went on to serve asSenior Vice President of Operations, prior to being named President of CaesarsLake Tahoe, Nevada, USA. In 1990 he became Chairman and CEO of the MGM GrandHotel and Casino, Las Vegas, Nevada, USA, which is the largest casino resortfacility of its kind in the world today. He left the MGM Grand and foundedNavegante in 1996. Navegante successfully bid to develop and operate CasinoNiagara, Canada. Recently Navegante has successfully opened Casino Fandango(July 2003), located in Carson City, Nevada, USA. Larry has also recently becomea director of Cyberscan Technology Inc., which is listed on AIM. Mr Woolf willmanage all aspects of the casino resort development from the early design phasethrough to eventual operation of the completed development. He joined the Boardon 1 September 2004. Ashley Alistair Hines, Executive Director Ashley Hines, 47, read Mandarin Chinese at Taipei City University. Aftergraduating he became a report writer for Pinkerton's, an international copyrightand commercial investigation services provider, and subsequently became a SeniorConsultant for the Taiwan Electrical & Electronics Association, a post he heldfor 4 years. From 1991, he served as a Director of the Welsh Development Agencyfor 10 years, covering Greater China and Singapore. During this period heestablished a reputation for attracting foreign direct investment to Wales withthe creation of over 5,000 jobs secured against a capital investment of US$ 320million. In 2001, he relocated to Beijing to take up the position of GeneralManager, CB Richard Ellis, where he worked with the company until itsprivatisation in 2002. Mr Hines subsequently returned to Taiwan to work as aneconomic development consultant with Asia I.Q. Limited, and in October 2003 wasappointed as the Representative for the British Midlands Development Agencycovering Greater China and Korea. He joined Amazing Taiwan on 13 October 2004.Mr Hines is involved in all aspects of the Company's business in Taiwan, and hisresponsibilities will increase as the casino resort development itself getsunderway. He joined the Board on 16 January 2001. Ian Irvin FCCA, Commercial and Finance Director Ian Irvin, 50, is a British national, and resident in Scotland. He is anaccountant by profession. Following service with the British Royal Navy, hestudied accountancy and finance and became a fellow of the Chartered Associationof Certified Accountants and also an elected member of the British Institute ofCompany Directors. His early career was spent in industry, prior to moving intofinancial services, where he worked as the Scottish representative of ManchesterExchange and Investment Bank, a London based Investment Bank. In 1990 heco-founded a small electronics company based around a patented technology andsuccessfully took that company from incorporation through to flotation on theLondon Stock Exchange, becoming Group Finance Director of Magnum Power PLC, uponflotation. He left Magnum Power PLC in 1996 when it had a market capitalisationin excess of £65 million. Mr Irvin is principally responsible for the commercialand financial aspects of the Group's development. He joined the Board on 16January 2001. Timothy Kerr Potter, Executive Director Tim Potter, 62, is a British national and a permanent resident of the PenghuIslands. He trained as an architect in Sweden, where he began his professionalcareer, before moving overseas, initially settling in Saudi Arabia. He travelledextensively throughout the Middle East and managed projects for the Saudi Royalfamily. He moved to Taiwan twenty-five years ago and has worked extensivelythroughout South East Asia, most notably China and Thailand, as well as actingas consultant to Taiwanese design and construction companies. He is the FarEastern representative for Karl Wuest AG from Switzerland, a major internationalfabrication company. He is fluent in English, Swedish and the Nordic languagesand has a working knowledge of French, German, Spanish, Arabic and Mandarin. MrPotter will principally be responsible for all aspects of the Group's businesslocally in the Penghu Islands. He joined the Board on 16 January 2001. David Clive Litton ACIB, Non-executive Director David Litton, 51, has since 1999 been Managing Director of Devonshire CorporateServices Limited which is licenced by the Isle of Man Financial SupervisionCommission as a Corporate Service Provider and Trust Provider. Prior to that, MrLitton was an Executive Director of Merchant Bankers, Rea Brothers (Isle of Man)Limited and a Manager of the Fiscal Services Department of Coopers and Lybrandin the Isle of Man. He is an Associate of the Institute of Bankers and a Memberof the Society of Trust and Estate Practitioners David Litton is the CompanySecretary and is responsible for all aspects of the Company's business in theIsle of Man. David Litton sits on the Remuneration and Audit Committees. MrLitton joined the Board on 8 January 2001. REASONS FOR ADMISSION TO AIM The Directors believe that Admission will bring a number of benefits to theGroup, including the following: • It will facilitate raising equity capital to finance the next stage of the casino resort development; • Being an AIM-listed company will facilitate the raising of debt to finance the development of the casino resort; • It will raise the profile of the Group, which is important given the proposed scale of its activities and its relationships with government authorities; and • The availability of share-based incentive schemes involving quoted shares should assist in the recruitment, incentivisation, reward and retention of high calibre employees. DIVIDEND POLICY The Directors intend to commence the payment of dividends only when it becomescommercially strategically prudent to do so, having regard to the availabilityof the Company's distributable profits, the retention of funds required to fundthe Group's development, and its expected cash flows. LOCK-IN ARRANGEMENTS FOR THE DISPOSAL OF SHARES At Admission, the Directors will own 6,351,008 Ordinary Shares, representingapproximately 41.5 per cent of the Enlarged Share Capital. In addition, BaysideDevelopment Corporation Limited, a founding shareholder, will own 2,069,814Ordinary Shares, representing approximately 14.8 per cent of the Enlarged ShareCapital. Pursuant to Rule 7 of the AIM Rules, the Directors and Bayside DevelopmentCorporation have undertaken to the Company and Daniel Stewart that, save inlimited circumstances, they will not dispose of any interest in Ordinary Sharesheld by them for a period of twelve months from Admission. In addition, for a further twelve months, they have agreed to sell OrdinaryShares only after consulting Daniel Stewart and JM Finn, or the Company's thennominated adviser and broker, so as to ensure the maintenance of an orderlymarket in the Ordinary Shares. THE PLACING JM Finn has, as agent for the Company, pursuant to the Placing Agreement, agreedto use its reasonable endeavours to raise £1,839,697.35 million before expenses.It is anticipated that the net cash proceeds of the Placing will beapproximately £1,489,697.35 million (excluding VAT). The Placing Price of 185p per Placing Share is payable in full on application. The Placing Shares will represent approximately 6.5 per cent of the EnlargedIssued Share Capital. The Placing Shares will rank pari passu in all respectswith the Existing Ordinary Shares, including the right to receive all dividendsand other distributions thereafter declared, made or paid. DEFINITIONS The following definitions apply throughout this document, unless the contextrequires otherwise: "Admission" admission of the Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules "AIM" the AIM market operated by the London Stock Exchange "AIM Rules" the rules applicable to companies whose shares are traded on AIM published by London Stock Exchange "Amazing Taiwan" Amazing Taiwan Co Limited, a company registered in Taiwan "Company" or "Amazing" Amazing Holdings Plc "Daniel Stewart" Daniel Stewart & Company plc, Nominated Adviser to the Company "Directors" or "Board" the directors of the Company "Enlarged Share Capital" the issued Ordinary Share capital of the Company at Admission "Existing Ordinary Shares" the 11,508,531 Ordinary Shares in the capital of the Company in issue at the date of this document "FSMA" the Financial Services and Markets Act 2000 (as amended) "Gaming Board" the Gaming Board for Great Britain in regulating casinos, bingo games, gaming machines and lotteries "Group" the Company and its subsidiary undertakings as at the date of this document "J M Finn" J M Finn & Co., Broker to the Company "London Stock Exchange" London Stock Exchange PLC "Navegante" the Navegante Group Inc., a Las Vegas based corporation wholly owned by Larry Woolf "Ordinary Shares" Ordinary Shares of £1 each in the capital of the Company "Placing" the conditional placing by JM Finn on behalf of the Company of the Placing Shares pursuant to the Placing Agreement "Placing Agreement" the Agreement dated 7 December 2005 between the Company (1), the Directors (2), J M Finn (3) and Daniel Stewart (4) "Placing Shares" the 994,431 new Ordinary Shares which are subject of the Placing "QCA Guidelines" the corporate governance guidelines for AIM companies, devised by the Quoted Companies Alliance "Shareholders" holders of Ordinary Shares "Site" the 27 acres of land in the Penghu Islands, Taiwan proposed to be developed by the Group This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Charles Taylor