Sch 1 - Commoditrade Inc
April 07 2006 - 10:17AM
UK Regulatory
RNS Number:2175B
AIM
07 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 IN
ACCORDANCE 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 the
commodities sector.
Commoditrade has agreed to acquire Tambelan Company Limited's interest in its contract with Sucden (UK) Limited, a UK
based commodities trading firm ("Tambelan Interest") for an initial aggregate consideration of #24.4 million, to be
satisfied 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, the
strategy 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 partnership
arrangements) or acquire companies (private or public) predominantly located in Europe which would have some or all of
the 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 with
complementary trading areas while at the same time, as required, building a back office infrastructure capable of
supporting 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 acquired
business or company may be disposed of at a suitable premium, such possibilities will be considered at the relevant
time. 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 an
investment. The Board's preference will be to acquire 100 per cent. of potential target investments to obtain the full
benefit of their growth prospects. However, equity interests of less than 100 per cent. may be considered by the Board
if the circumstances or opportunities merit consideration. In the majority of cases, the Board's intention will be that
the 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 be
tailored according to individual target investments, but would normally be expected as a minimum to include the
production of a legal due diligence report prepared by the Company's legal advisers and a financial due diligence
report prepared by the Company's accountants.
The Directors intend that if the Company has not completed a transaction within 36 months from Admission, they will
convene an extraordinary general meeting at which proposals will be put to Shareholders to liquidate the assets of the
Company 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 it
seeks 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 the
Board
PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL
BEFORE 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 11.23
New Star Hedge Fund - - 30,240,000 8.14
Nutraco Nominees Limited - - 21,466,667 5.78
OMX 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 the
Tambelan Interest
Number of Ordinary Shares
Name
Graham Butt 3,000,000
Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman
Islands
Geoffrey Conway-Henderson 1,300,000
Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman
Islands
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 connection
with 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 THIS
WILL 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 Exchange
END
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