Interim Results
August 08 2007 - 3:00AM
UK Regulatory
RNS Number:6941B
Titanium Asset Management Corp
08 August 2007
Titanium Asset Management Corp.
Interim report and unaudited accounts for the period from February 2, 2007
(inception) to June 30, 2007
Chairman's Statement
We are delighted to have concluded successfully our placing of 20,000,000 units
at US$6.00 and to have listed our shares and warrants on the London Stock
Exchange's AIM Market ("AIM") on June 21st 2007. Titanium now has a strong
shareholder base of major institutional investors and the management team is
already implementing the business strategy that we have described to
shareholders.
John Kuzan, Chairman
Chief Executive Officer's Statement
Titanium's business strategy is to acquire a small number of investment
management firms with complementary strategies and to manage the acquired firms
on an integrated basis. As our shareholders are aware, we have signed Letters Of
Intent with three firms prior to admission. Discussions are now proceeding with
those firms to conclude binding purchase contracts, subject to shareholder
approval. We are also meeting other firms and their advisors to identify other
target businesses.
John Sauickie, Chief Executive Officer
BALANCE SHEET as at June 30, 2007 (Unaudited)
Note June 30, 2007
$000s
ASSETS
Current Assets
Debtors - amounts due from brokers 8 10,989
- prepayments and accrued income 203
Cash at bank and in hand 4 101,348
Total Current Assets 112,540
Total Assets 112,540
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accrued expenses 214
Accounts payable 482
Notes payable related parties 435
Total Current Liabilities 1,131
Non - current liabilities - amounts due to brokers 3,178
COMMITMENTS
Temporary Equity 55,000
Stockholders' Equity
Share capital 5 2
Additional paid in capital 6 53,289
Profit and loss account 6 (60)
Total Stockholders' Equity 53,231
Total Liabilities and Stockholders' Equity 112,540
The accompanying notes are an integral part of these financial statements.
STATEMENT OF OPERATIONS
For the period from February 2, 2007 (inception) to June 30, 2007
February 2, 2007
(inception) to
June 30, 2007
$000s
Operating Costs 263
Operating Loss (263)
Interest receivable 203
----------
Net Loss for the Period (60)
==========
Net Loss Per Share, Basic 1.6 cents
Net Loss Per Share, Fully Diluted 1.6 cents
==========
Weighted Average Shares Outstanding, Basic 3.66 million
Weighted Average Shares Outstanding, Fully Diluted 3.66 million
There were no recognized gains and losses other than those shown in the
statement of operations.
All of the operating costs related to new activities.
STATEMENT OF CASH FLOWS
For the period from February 2, 2007 (inception) to June 30, 2007
February 2, 2007
(inception) to
June 30, 2007
$000s
Cash Flows from Operating Activities
Operating loss 263
Changes in operating assets and liabilities:
Increase in accrued expenses (213)
Increase in Notes payable related party (50)
Net Cash Used in Operating Activities Nil
Cash Flows from Financing Activities
Proceeds from issuance of share capital 109,036
Costs paid in relation to share issue (7,688)
Net Cash Provided by Financing Activities 101,348
Net Increase (Decrease) in Cash 101,348
Cash, Beginning of Period Nil
Cash, End of Period 101,348
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Organization, business and operations
Titanium Asset Management Corp. (the "Company") was incorporated in Delaware on
February 2, 2007 as a blank check company, the objective of which is to acquire
one or more operating companies engaged in the asset management industry.
The Company was successfully listed on London Alternative Investment Market on
21 June 2007. The listing raised net proceeds of $110.5 million of which $11
million has been retained by the listing broker for stabilisation purposes. The
Company expects to make its first acquisition within the next six months.
NOTE 2 - Basis of Preparation
These report and accounts have been prepared in accordance with accounting
principles generally accepted in the United States of America.
The following accounting policies have been applied consistently in dealing with
items which are material in realation to the financial information of Titanium
Asset Management Corp. set out in this report.
NOTE 3 - Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
Loss per common share Loss per common share is computed by dividing net loss by
the weighted average number of shares of common stock and restricted stock
outstanding from March 3, 2007, being the first date of issue, to June 30, 2007.
Potentially dilutive common shares have not been treated as dilutive because
their conversion would decrease the loss per share.
Common shares subject to repayment rights The proceeds from the issue of common
shares bearing the right to require repayment as explained in Note 5 have been
split as to 50% temporary shares and 50% stockholders equity to reflect the
potential for stockholders to require repurchase of their shares.
Option granted in relation to share issue
The fair value of the option granted to Sunrise Securities Corp. has been
credited to non-current liabilities. The cost of the option has been netted off
against reserves along with the other costs of admission.
Allocation of consideration for issue of units in the placing
The proceeds from the issue of shares in the placing on 21 June 2007, net of all
related costs, were allocated first to share capital in an amount equal to the
nominal value of shares issued, secondly to temporary equity in an amount equal
to 50% of the prospective value of the trust fund (including funds withheld for
stabilisation purposes) and the remainder to additional paid in capital.
NOTE 4 - Cash at bank and in hand
$000s
Cash held by the Company 2,337
Cash held in trust for the Company 99,011
---------
Cash at bank and in hand 101,348
---------
The trust amount is held in a trust fund at a branch of J.P. Morgan Chase Bank,
N.A. maintained by Continental Stock Transfer and Trust Company, as trustee,
pursuant to an investment management agreement. The proceeds held in the trust
fund will not be released except upon a number of events as set out in the
document published by the Company in connection with its admission to AIM.
NOTE 5 - Share Capital
Authorized Called up and fully paid
Number $ Number $
Common Stock $0.0001 54,000,000 5,400 22,880,000 2,288
Restricted Shares $0.0001 720,000 72 720,000 72
Preferred Stock $0.0001 1,000,000 100 0
-------- -------
5,572 2,360
-------- -------
The holders of Common Stock arising from the issue of units on 21 June 2007 are
entitled to require the Company to repurchase their shares if at the time the
Company seeks approval for a business combination the stockholder votes against
the proposal. The holders of Common Stock are also entitled to require their
Company to repurchase their shares if the Company seeks approval to extend the
deadline for a qualifying business combination and the shareholder votes against
the proposal. The repurchase price will be a per share price equal to a pro-rata
share of the trust fund, including interest earned and net of expenses and taxes
thereon (see Note 4).
The Restricted Shares carry no rights to dividends except in the case of a
winding up of the Company. They convert on a one for one basis to Common Stock
if at any time within five years of their issue, and subsequent to a Business
Combination, the ten day average share price of the Common Stock exceeds $6.90.
No Preferred Stock had been issued at the balance sheet date and accordingly the
rights attaching to the Preferred Stock have not been set.
During the period the Company issued the following shares
Date Class Number Price Purpose
03/03/07 Common Stock 2,880,000 $0.07 Management incentive
03/03/07 Restricted Shares 720,000 $0.07 Management incentive
21/06/07 Units1 20,000,000 $6.00 Finance Acquisitions
1 Each Unit comprises one Common Stock and one warrant to subscribe for Common
Stock at $4.00 per share subsequent to a Qualifying Business Combination. There
were 20 million warrants in issue at the balance sheet date.
The Company issued an option over 2 million Units to the placing agent. The
option is exercisable at $6.60 following a Qualifying Business Combination.
NOTE 6 - Reserves
Profit & Loss Additional Paid Total
$000s in Capital $000s $000s
Brought forward at 2 February 2007 - - -
Retained loss for the year (60) - (60)
Arising from share issues - 53,289 53,289
(60) 53,289 53,229
NOTE 7 - Related parties
On March 2, 2007 the Company issued promissory notes to Siesta Key Capital LLC
(an affiliate of Mr.Sauickie), Integra Management Limited (an affiliate of Mr.
Parkin) and Mr. Wightman totalling up to approximately $435,000 in respect of
certain formation and other expenses repayable by the Company out of the
proceeds of the Units placed or subsequently out of working capital. $435,000
remains outstanding at the balance sheet date of which $385,000 is payable out
of the proceeds of the Units placed and $50,000 is payable from working capital.
The Company has agreed to pay a monthly administrative fee of $7,500 for office
and secretarial support to Siesta Key Capital, LLC (an affiliate of Mr.
Sauickie).
NOTE 8 - Post Balance Sheet Event
Subsequent to the period end the amount due from brokers of approximately $11
million, which was provided to the Company's listing broker for stabilisation
purposes, was paid into the trust fund.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SSAFMWSWSEEA
Tatton Asset Management (LSE:TAM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tatton Asset Management (LSE:TAM)
Historical Stock Chart
From Jul 2023 to Jul 2024
