C A SPERATI PLC 15 June 2015
Teathers Financial Plc
("Teathers" or the "Company")
Investment in Octagonal Plc
Teathers, the AIM quoted Investing Company with an Investing Policy to invest in AIM quoted companies either on flotation, through secondary offerings or by purchasing shares in the market and unquoted companies, joint ventures or projects which the Board believes will be seeking a quotation on AIM within 12 to 18 months of such investment, is pleased to announce that it made the following investment on 15 June 2015 in accordance with its Investing Policy:
Investment of £50,000 in cash in Octagonal Plc ("Octagonal")
As announced on 12 June 2015 Octagonal is currently seeking shareholder approval to, inter alia, acquire the issued share capital of Global Investment Strategy UK Limited ("GIS") that it does not currently own("Acquisition"). The Acquisitionconstitutes a reverse takeover under the AIM Rules for Companies.In conjunction with the Acquisition,Octagonal has raised £1,700,000 (before expenses) by means of the subscription whichwill be used to part fund the Acquisition and for general working capital requirements. Conditional on admission to trading on AIM of the enlarged group ("Admission"), Teathers has purchased 2,500,000 ordinary shares of 0.05p each in the enlarged issued share capital of Octagonal via a broker which participated in the subscription (representing approximately 0.45 per cent. of the enlarged issued share capital of Octagonal) at a price of 2p per share.
Octagonal is currently an AIM traded investing company focused on opportunities within the financial services sector. GIS is a financial services business offering a wide range of services to institutional, family officeand high net worth clients. GIS'main business activities, which accountfor approximately 80 per cent. of its 2014 turnover, focuson providing global settlement and safe custody services for institutional clients, family wealth offices and high net worth individuals which it has been offering in its current form since 2011. It also offers a range of stockbroking services, including execution-only trading, discretionary fund management, direct market access online trading, equity capital markets, corporate finance and corporate broking. GIS's global settlement and safe custody clearing business alone currently transacts for over 600 clients, including global hedge funds and family wealth offices. GIS manages on average over 6,000 transactions per month with quarterly settlement values exceeding £2 billion on behalf of global institutional accounts.
Should the Acquisitioncomplete, the enlarged group will become a financial services company, which provides settlement and safe custody services to smaller institutional funds, family wealth offices and high net worth investors along with other ancillary services.
Nilesh Jagatia, Finance Director of Teathers, is a proposed director on the board of Octagonal, such directorship to take effect on A dmissio n . Nilesh does not currently hold anyordinary shares in Octagonal or GIS, nor will he hold and ordinary shares in Octagonal on A dmis sion .However, Nilesh Jagatia does form part of a concert partyunder the City Code on Takeovers and Mergers ("City Code") (as a result of co-directorships and co-shareholdings with a vendor of GIS) , which on A dmission will hold 345,336,133 ordinary shares in Octagonal, representing 61.64 per cent. of the issued share capital of Octagonal on Admission.
Given Nilesh's proposed position as a director of Octagonaland his involvement as a concert party member for the purposes of the City Code , Nilesh did not take part in the decision of the board of Teathers to invest in Octagonal, such decision being made by Jason Drummond and Oliver Fattalbeing independent directors for the purposes of this investment.
For the year ended 31 March 2014 Octagonal made an audited loss before tax of £188,000 on zero revenues. For the six month period ended 30 September 2014 Octagonal made an unaudited loss before tax of £170,000 (unaudited period to 30 September 2013: loss before tax £38,000) on zero revenues (unaudited period to 30 September 2013: zero). Unaudited net assets for the six month period ended 30 September 2014 were £1,291,000.
For the year ended 31 March 2014 GIS made an audited profit before tax of £419,000 on revenues of £2,551,000. For the six month period ended 30 September 2014 GIS made an audited profit before tax of £260,000* (unaudited period to 30 September 2013: profit before tax £299,000) on revenues of £1,523,000 (unaudited period to 30 September 2013: £1,038,000). Audited net assets for the six month period ended 30 September 2014 were £2,533,000.
*GIS's holding of 54,481,404 ordinary shares in Inspirit Energy Holdings plc (''Inspirit'') valued at £817,000 on 30 September 2014 has decreased in value since that date. Inspirit is an AIM traded company and as at 31 March 2015 the value of this holding was £351,405 based on a closing mid-market price of 0.66p. Accordingly, it is anticipated that in the GIS accounts for the year ended 31 March 2015, the Company will record a write down of £465,595 in respect of its holding in Inspirit.
Further information on Octagonal can be found on its website atwww.octagonalplc.com.
For further information please contact:
Teathers Financial Plc | |
Jason Drummond, Executive Chairman | Tel: 0207 148 3008 |
Beaumont Cornish Limited (Nominated Adviser & Joint Broker) | |
Roland Cornish / Emily Staples | Tel: 0207 628 3396 |
Peterhouse Corporate Finance (Joint Broker) | |
Lucy Williams / Duncan Vasey | Tel: 020 7469 0936 |
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