4th Sep 2008 15:52
4 September 2008
Albany Capital PLC
("Albany Capital" or "the Company")
Investment in Honour Field
Albany Capital (ticker: ALB) announced on 23 July 2008 that it had completed an Investment of £2 million in Honour Field International Ltd ("Honour Field").
The Investment in Honour Field was by way of Convertible Loan Notes which would convert into New Shares in Honour Field upon a Liquidity Event. The Loan Notes have a Conversion Price equal to 60 per cent of the consideration per share of Honour Field as defined by the Liquidity Event.
Proposed Acquisition of Honour Field
The acquisition will provide Ninety with a well established and proven business in the PRC ("Peoples Republic of China") which produces Sorbic Acid and Potassium Sorbate and with customers in over forty six countries. Honour Field will also provide Ninety Plc with a profitable business with the opportunity for continued commercial development and sustained long-term growth, under an experienced local management team. Honour Field owns the entire issued share capital of Linyi Van Science and Technique Co. Ltd ("LVST") which was founded in July 2001 as a private company from a previously state owned enterprise in Shandong PRC. LVST's principal activity is the production and sale of the food preservatives Sorbic Acid and Potassium Sorbate from its 33,000 m² production facility in Linyi City, Shandong Province, PRC. LVST currently produces approximately 3,000 metric tonnes of Sorbic Acid and 5,000 metric tonnes of Potassium Sorbate per year. In the six months ended 30 June 2008 LVST made profit before tax of £2.26 million.
In addition, to reflect the proposed changes to Ninety Plc, its management and operations as a result of the Acquisition, it is proposed that, conditional on Completion, Ninety Plc will change its name to Sorbic International plc.
The proposed acquisition will constitute a reverse takeover of Ninety Plc under the AIM Rules and a change in control of Ninety Plc under the City Code.
Effect of Proposed Acquisition on Albany Capital
Albany Capital currently has a holding of 72 per cent in Ninety Plc which under the proposed terms of the acquisition will result in a holding of 4,493,333 ordinary shares in the enlarged Ninety Plc being equal to 19.5 per cent.
Albany Capital's £2.0 million Investment in Honour Field Convertible Loan Notes will convert into 4,444,444 ordinary shares in the enlarged Ninety Plc being equal to 19.2 per cent.
Therefore in the event that the Proposed Acquisition of Honour Field is completed by Ninety Plc, Albany Capital will retain a holding of 8,937,778 ordinary shares being equal to 38.7 per cent of the enlarged issued share capital of Ninety Plc.
John McLean, Chairman of Albany Capital Plc, said:
"Our investment in Honour Field fits ideally with Albany's successful investment strategy which focuses on growing companies with high quality local management teams based in the Peoples Republic of China. Honour Field is a profitable and cash generative business which has a strong market position in growing markets and a strategy to grow the business both organically and by acquisition."
www.albanycapital.co.uk
-Ends-
Enquiries:
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Albany Capital John McLean, Chairman |
tel: +44 (0)7768 031454 |
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WH Ireland James Joyce Sarang Shah |
tel: +44 (0) 20 7220 1666 |
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Hansard Group John Bick |
tel: +44 (0) 20 7245 1100 |
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Related Shares:
ALB.LSorbic International