API Abrdn Property Income Trust Limited

RNS Number:7545L
AIM
14 January 2008


 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
                                             COMPANIES ("AIM RULES")

COMPANY NAME:
API Group Plc


COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Second Avenue
Poynton Industrial Estate
Poynton
Stockport
Cheshire
SK12 1ND


COUNTRY OF INCORPORATION:
UK


COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
http://www.apigroup.com/index.html (not yet AIM Rule 26 compliant but will be by Admission Date)


COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
API is a manufacturer and distributor of packaging and security products. The company has two principal
activities: foils and laminates, which are organized into three principal operating regions: Americas,
Asia-Pacific and Europe. Head Office is in the UK.


DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where
known, number and type of shares, nominal value and issue price to which it seeks admission and the number and
type to be held as treasury shares):
70,126,726 Ordinary shares of 1 pence each - no restrictions to transfer of the securities


CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on AIM.



Anticipated market cap - assuming company's share price of 26p as at close of 10 January 2008: �18.2m


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
79%




DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE
COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
Currently admitted on the Official List of the London Stock Exchange


FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known
or including any other name by which each is known):
Richard Wright (Non-Executive Chairman)

Andrew Turner (Chief Executive Officer)

Andrew Robertson (Group Finance Director)

Andrew Walker (Senior Independent Non-Executive Director)

Brian Birkenhead (Independent Non-Executive Director)

Martin O'Connell (Non-Executive Director)

Luke Wiseman (Non-Executive Director)

Max Batzer (Non-Executive Director)


FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE
AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each
is known):
Anticipated significant shareholders (will be the same pre and post open offer):



Steel Partners: 35.5%

Wynnefield Capital: 32.4%

Goldman Sachs (CFD position): 9.5%


NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
Not applicable


(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i)                  31 March

(ii)                30 September 2007 (unaudited interims) - latest financials on the company's website

(iii)               18 months year end to 31 March 2008: 30 June 2008

6 months interims to 30 September 2008: 31 December 2008

12 months year end to 31 March 2009: 30 September 2009


EXPECTED ADMISSION DATE:
12 February 2008


NAME AND ADDRESS OF NOMINATED ADVISER:
Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT


NAME AND ADDRESS OF BROKER:
Numis Securities Limited

The London Stock Exchange Building

10 Paternoster Square

London

EC4M 7LT


OTHER THAN IN THE CASE OF A QUOTED APPLICANT, 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:
Not applicable


DATE OF NOTIFICATION:
14 January 2008


NEW/ UPDATE:
New


QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:
Official List of the London Stock Exchange


THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:
March 1982


CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY
REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY
BREACH:
Confirmed with one exception: API will be in breach of the Listing Rules with regards to the 75% in public hands
threshold on admission of the new shares post open offer on the 18 January 2008. This is being addressed with the
proposed admission to AIM.


AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE
LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
http://www.apigroup.com/index.html


DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS
OF ITS INVESTING STRATEGY:
STRATEGY:



The Directors believe that, upon receipt of the �8m from the Open Offer, the Company will have financing
arrangements in place to provide sufficient working capital for the next 12 months. The Directors believe that
the new management will then be in a position to develop and execute a comprehensive plan, which is intended to
turn around the financial performance of the Group.



In the group's manufacturing operations, a programme is underway aimed at improving efficiency through the
introduction of the latest production techniques and selective capital investment. In addition, the group's
management has launched a cost reduction programme targeted at non-revenue generating overheads. Savings of not
less than �1 million per annum in central costs have already been identified and the programme is now moving on
to a review of the cost base at business unit level.



The group has a number of product innovations in the pipeline which utilise the combined technical capabilities
of the European businesses. The directors believe that a successful outcome of one of these developments could
have a material impact on the group's overall short term financial performance.


A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED
SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:
Since 30 September 2006, the date of the Company's last audited accounts, the Company has prepared and released
unaudited interims for the (i) 6 months ended 31 March 2007; and (ii) 6 months ended 30 September 2007. Any
significant change which has occurred since September 2006 up to the date of release of such interim results was
set out in these interim accounts. In addition, the prospectus dated 17 December 2007, in relation to the
announced Open Offer (the "Prospectus") contained a statement that there had been no significant change in the
financial or trading position of the Group since 30 September 2007, up to the date of the Prospectus. Attention
is drawn to the section entitled "Background to and reasons for the Open Offer" on page 3 of the Prospectus that
sets out the following:



"The Company announced on 21 September 2007 that it was likely to have a cash shortfall in relation to its UK
Bank Facilities during November 2007. On 19 October 2007, the Company released a trading update warning of
reduced expectations for its results for the six months ended 30 September 2007 and also indicated that the
Company was continuing to work towards a resolution of its funding issues but had achieved improvements in its
short term cash position.



The Company has meanwhile been in discussions with its UK Bank and its major shareholders and has been reviewing
a number of options for meeting its short and medium term cash requirements and also reducing its UK
indebtedness. After taking relevant advice, the Board has concluded that the best way forward is through an issue
of new shares, fully underwritten by its two largest shareholders, namely Steel and Wynnefield, together with
re-negotiated UK Bank Facilities.e 24.2(d)

PR 2, 1.7

In the short term, the Company has implemented a number of measures to improve its immediate cash position and
defer the cash shortfall until the announcement of the Open Offer. In addition, the Company has agreed bridging
loans with each of Steel and Wynnefield to extend funding from the date of the announcement of the Open Offer
until the Company receives the proceeds from the Open Offer."



The Open Offer and related debt financing is expected to complete on 18 January 2008. Therefore, on the date of
admission to AIM, the only significant change in the financial or trading position of the Group that would have
occurred since 17 December 2007 will be the completion of the Open Offer and the related debt financing as fully
set out and described in the Prospectus and subsequent regulatory announcements.



A copy of the Company's interim results, Prospectus and regulatory announcements are each displayed on the
Company's website: www.apigroup.com.


A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO
IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:
The Directors of API Group have no reason to believe that the working capital available to its Group will be
insufficient for at least 12 months from the date of its admission.


DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:
Not applicable


A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:
The registrar, Capita Registrars, receives shareholding updates through the CREST register - Euroclear then
settles the shares. Should a certificated shareholder come on to the shareholder register (e.g in the case of an
overseas shareholder), the share certificate is produced and posted to the registered holder.


A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:
http://www.apigroup.com/company-reports.html and click on the Prospectus from page 98 to page 102


INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:
The Board of API do not believe there is any information which is not currently public which would be required to
disclose for an admission document.


A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A
FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE.  THE
ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:
http://www.apigroup.com/company-reports.html


THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
None held in Treasury










                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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