Holding in Commoditrade Inc
April 06 2006 - 3:02AM
UK Regulatory
RNS Number:0893B
Corvus Capital Inc
06 April 2006
6 April 2006
Corvus Capital Inc ("Corvus")
Re: Commoditrade Inc - Proposed Acquisition
Corvus holds 76.07 per cent of the issued share capital of Commoditrade Inc.
("Commoditrade") which has announced today that it has conditionally agreed to
acquire Tambelan Company Limited's interest in its contract with Sucden (UK)
Limited, a UK based commodities trading firm ("the Brokerage"), in respect of
metals trading by the Brokerage's LME Trading Team on the London Metal Exchange.
Summary points of the Proposed Acquisition (the "Acquisition") and Placing by
Commoditrade (together the "Proposals"):
* Commoditrade has agreed to acquire Tambelan's interest in its contract
with the Brokerage ("Tambelan Agreement") 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
in the capital of Commoditrade. In addition, 6 million deferred
consideration shares may be issued on the achievement of certain performance
criteria. The Acquisition is conditional upon, inter alia, upon the approval
of Commoditrade.
* The acquisition will allow Commoditrade to receive 75 per cent. of the
trading profits (after certain expenses) attributable to the LME Trading
Team.
* Gross profits attributable to the Tambelan Agreement have grown over the
last three years to #7.1 million in the year ended 31 December 2005.
* The LME Trading Team is well established and successful, with an in-depth
knowledge of the markets on which it is represented and has developed
strong client and market relationships.
* Placing by Commoditrade of 144,000,000 new Ordinary Shares with
institutional investors at 12.5 pence per share. to satisfy the cash
consideration in respect of the Acquisition, and to provide working capital
for the Enlarged Group. The Placing is expected to raise #18 million gross
(approximately #15.2 million net of expenses).
* Following completion of the Proposals Corvus will remain interested in
78.5 million ordinary shares, representing 21.14 per cent. of the enlarged
share capital of Commoditrade.
Graham Porter is the sole shareholder of Tambelan and is also the Executive
Chairman of Corvus, which in turn holds 76.07 per cent. of the entire issued
share capital of Commoditrade Accordingly, the Acquisition is classified as a
related party transaction under the AIM Rules. Graham Butt, a Director of
Corvus, is also deemed to be interested in the Acquisition by virtue of his
position as a trust officer of Rampart Management Inc, a company associated with
Graham Porter. The Independent Directors (being those Directors other than
Graham Porter and Graham Butt who are not deemed to be independent for the
purposes of the Acquisition) consider, having consulted with Strand Partners
Limited, that the terms of the Acquisition Agreement are fair and reasonable in
so far as shareholders are concerned. In providing its advice to the Independent
Directors, Strand Partners Limited has taken into account the Independent
Directors' commercial assessments of the Acquisition.
A copy of the admission document to be sent to Commoditrade shareholders today
is available at www.commoditrade.net
Commenting, Andrew Regan, Chief Executive of Corvus Capital Inc, said:
"We believe the proposed acquisition will deliver value to all stakeholders in
the business and we are delighted to see such a strong level of support from
institutional investors in the placing which was oversubscribed."
Enquiries: John Bick tel: 0870 389 6999
ends
This information is provided by RNS
The company news service from the London Stock Exchange
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