7th Apr 2006 14:17
AIM07 April 2006 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH AIM RULE 2 ALL APPLICANTS MUST COMPLETE THE FOLLOWING: COMPANY NAME: Commoditrade Inc. COMPANY ADDRESS: Walkers SPV Limited Walker House, Mary Street PO Box 908GT George Town Grand Cayman, Cayman Islands COMPANY POSTCODE: N/A COUNTRY OF INCORPORATION: Cayman Islands COMPANY BUSINESS OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTMENT STRATEGY TO BE DISCLOSED INACCORDANCE WITH SCHEDULE 2, PARAGRAPH (J) OF THE AIM RULES: Commoditrade Inc.'s primary objective is to build, through investment and acquisition, a group specialising in thecommodities sector. Commoditrade has agreed to acquire Tambelan Company Limited's interest in its contract with Sucden (UK) Limited, a UKbased commodities trading firm ("Tambelan Interest") for an initial aggregate consideration of £24.4 million, to besatisfied as to the payment of £14 million in cash and by the issue of 83.4 million new ordinary shares of 12.5p each. Following completion of the acquisition, the Company will continue to be an investment company under the AIM Rules, thestrategy for which is set out in detail below. The Board intends to invest in (either by way of minority or majority investment, joint venture or other partnershiparrangements) or acquire companies (private or public) predominantly located in Europe which would have some or all ofthe following characteristics: • entities which are involved in the brokerage or trading of commodities; • entities whose trading strategy or operations complement the strategy and business of the Commoditrade Group, for example where there is an opportunity to share administrative functions or cross-sell products; • fund vehicles with investment products, which offer investors exposure to commodities markets; • entities which either offer or have potential to develop trading operations or investment products within or that complement commodity markets; and • entities developing opportunities to either trade new commodity products or to develop new methods or markets to trade commodities. Accordingly, the objective of the Company continues to be the creation of a group combining commodities expertise withcomplementary trading areas while at the same time, as required, building a back office infrastructure capable ofsupporting further growth whether by acquisition or organic development of market opportunities. The Company's investment strategy is intended to be long-term. If, however, circumstances arise whereby an acquiredbusiness or company may be disposed of at a suitable premium, such possibilities will be considered at the relevanttime. The Company intends to undertake up to 5 transactions in the 24 month period following Admission, depending,amongst other matters, on the performance of businesses which have been acquired or in which the Company has made aninvestment. The Board's preference will be to acquire 100 per cent. of potential target investments to obtain the fullbenefit of their growth prospects. However, equity interests of less than 100 per cent. may be considered by the Boardif the circumstances or opportunities merit consideration. In the majority of cases, the Board's intention will be thatthe Company will be an active investor and will have a representative on the board of directors of target companies. Prior to any transaction an appropriate due diligence exercise will be undertaken. This due diligence process will betailored according to individual target investments, but would normally be expected as a minimum to include theproduction of a legal due diligence report prepared by the Company's legal advisers and a financial due diligencereport prepared by the Company's accountants. The Directors intend that if the Company has not completed a transaction within 36 months from Admission, they willconvene an extraordinary general meeting at which proposals will be put to Shareholders to liquidate the assets of theCompany and distribute the proceeds amongst Shareholders. DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price to which itseeks admission and the number and type to be held as treasury shares): 371,273,114 ordinary shares having a nominal value of 0.1p each CAPITAL TO BE RAISED ON ADMISSION: £18 million before expenses FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS: Graham Mark Butt (Non-Executive Chairman)* Joanna Rebecca Barrett (Non-Executive Director) Terrence John Bartlett (Executive Director)* Christopher Paul Adams (Non-Executive Director) Geoffrey David Conway-Henderson (Non-Executive Director) * With effect from Admission Graham Butt will become Executive Chairman and Terrence Bartlett will resign from theBoard PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITALBEFORE AND AFTER ADMISSION: Before Admission On Admission Number of % Number of % Ordinary Shares Ordinary Shares Name Corvus Capital Inc 78,500,000 76.07 78,500,000 21.14 Kinetic Limited - - 41,711,559 11.23 Tambelan Company Limited - - 41,711,559 11.23New Star Hedge Fund - - 30,240,000 8.14 Nutraco Nominees Limited - - 21,466,667 5.78OMX Securities Nominees 3,513,500 3.40 19,513,500 5.26 Majedie Investments Plc - - 16,000,000 4.31 Christopher Adams - - 12,000,000 3.23 JP Morgan Fleming Asset Management Limited - - 11,251,613 3.03 NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: Graham Butt Address: Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman Islands A cash bonus of £175,000 is payable on Admission for provision of services in connection with the acquisition of theTambelan Interest Number of Ordinary Shares Name Graham Butt 3,000,000 Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, CaymanIslands Geoffrey Conway-Henderson 1,300,000 Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, CaymanIslands Alex Chapman 2,600,000 Flat 5, 45 Connaught Square, London W2 2HL Brian Thomlinson 800,000 10 Mill Plat, Old Isleworth, Middlesex TW7 6DY Access Capital Limited 800,000 1 Regent Street, London SW1Y 4NS Strand Partners Limited 800,000 26 Mount Row, London W1K 3SQ The Ordinary Shares above will be issued in consideration for various services rendered to the Company in connectionwith the acquisition of the Tambelan Interest and the Placing. ANTICIPATED ACCOUNTING REFERENCE DATE: 31 December EXPECTED ADMISSION DATE: 25 April 2006 NAME AND ADDRESS OF NOMINATED ADVISER: Strand Partners Limited 26 Mount Row London, W1K 3SQ NAME AND ADDRESS OF BROKER: W. H. Ireland Limited 24 Bennetts Hill Birmingham B2 5QP DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THISWILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: SJ Berwin LLP 10 Queen Street Place London, EC4R 1BE Strand Partners Limited 26 Mount Row London, W1K 3SQ The Admission Document is also available to be inspected at www.commoditrade.net DATE OF NOTIFICATION: 7 April 2006 NEW/ UPDATE (see note): New This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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