Craven House Capital Regulatory News (CRV)

8 May 2009 17:15



8 May 2009

Medsea Estates Group plc renamed AIM Investments Plc on 8 May 2009

('the Company')

Change of Adviser, Restoration of Trading to AIM, Change of Name and other key strategic changes

The Company has appointed Zimmerman Adams International Ltd as Nominated Advsier and Broker to the Company with immediate effect. Following this appointment, the ordinary shares of the Company will be restored to trading on AIM at 7.00am on Monday 11 May 2009.

Following the recent Extraordinary General Meeting ("EGM") on 30 April 2009, the Company has now entered into arrangements as set out below.

Summary of Disposal 

The disposal of a material subsidiary, Medsea UK Limited, falls under AIM rule 15 resulting in a fundamental change to the business of Medsea. Medsea UK Limited is the holding company controlling the assets and liabilities of the group located in Spain and Italy.

The disposal has been made for the consideration of 1 euro from the directors of the Company, Tony Gatehouse and Juan Carlos Rodriguez ("Executive Directors"). In addition, deferred consideration of an amount equal to 15% of capital and income distributions attributable to Medsea UK Limited's shareholdings in three development Properties will be paid over a period of 5 years from the date of the disposal, reducing after the five year period to 12% in year 6, 9% in year 7, 6% in year 8 and finally 3% in year 9. 

The deferred consideration will be paid to a new entity to be set up specifically for the benefit of shareholders exclusive of the Executive Directors, thereby leaving the holders of 13,740,472 ordinary shares to benefit from the possible deferred consideration. Moreover, the Company will have audit access to Medsea UK Limited for the Deferred Period and in the event of any dispute regarding valuations then both parties have agreed to be bound by the decision of an Independent Accountant.

Following the disposal, the Company will effectively be an investing company with no operations. The Company has adopted a new strategy ("Strategy") to invest in profitable companies in emerging economies in particular from Brazil, Russia, India and Asia. The Company will seek to complete a transaction within 12 months that may result in a reverse takeover as defined per AIM rule 14. The Company will seek consent of the shareholders on an annual basis to renew or change the Strategy. The Company will seek to invest in a passive capacity. The incoming directors (as noted below) will form an investment committee to review opportunities and associated due diligence in advance of progressing specific opportunities.

Change of Name

To emphasise the change of strategy, the Company has now been renamed AIM Investments plc. The Company was renamed AIM Investments plc on 8 May 2009 upon the successful registration at Companies House.

Status of Acquisition  

The Company indicated in the circular dated 7 April 2009 that it intended to acquire a fund management business in order to implement the new strategy as outlined above. The Company has not entered into a binding agreement to acquire any business nor does it have the requisite funds to pursue any acquisition currently. However, the Company will seek to raise further funds in order to implement its investment strategy. The Company cannot currently confirm the number nor the price of any new issue of shares that may be necessary to implement the Strategy.

Resignation of the Executive Directors 

Tony Gatehouse and Juan Carlos Rodriguez have resigned from the Company following the Disposal to make way for a new board of directors that will seek to implement the new strategy.

Appointment of New Directors

The following directors have been appointed following the EGM and have agreed to waive their director fees indicated in the EGM Circular until further notice. 

 Andrew McEwan Meikle: Chairman and Executive Director (aged 50)

 His directorships (current and held within the previous five years) are as follows:

Andrew Meikle was a director at the time, or within twelve months, of the following companies going into receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or composition with creditors generally or any class of its creditors:

Fit Stop Health Clubs Southampton Limited went into liquidation on 14 September 2001 owing creditors £854,253.88

Fit Stop Health Clubs Sutton Limited went into liquidation on 26 November 2002 owing creditors £311,395.00

Alexandra Eavis: Executive Director (aged 30)

Her directorships (current and held within the previous five years) are as follows:

Alberto Gil: Finance Director (aged 47)

His directorships (current and held within the previous five years) are as follows:

Alberto Gil was a director at the time, or within twelve months, of the following companies going into receivership, compulsory liquidation, creditors' voluntary liquidation, administration, company voluntary arrangement or composition with creditors generally or any class of its creditors:

Warmways Healthcare Limited (4363544) went into liquidation on 28 July 2005 owing creditors £686,230.59

Cheers UK Limited (2962285) went into administration 29 July 1998 owing creditors £3,305,000.

There is no further information to disclose under schedule 2(g) of the AIM rules for Companies.

Loan to Medsea and working capital 

Maji Capital Partners Group plc ("Maji Capital"), a company connected to the new directors, has provided a loan of £120,000 to the Company so that the creditors of the Company are repaid within the terms set out in the EGM Circular. The loan will be repayable on demand after 12 months and will be non interest bearing until duly demanded and will accrue on a daily basis at an annual rate of 5%.

Moreover, Maji Capital has agreed to provide working capital of up to £150,000 to the Company for a minimum period of eighteen months. The obligation to provide the working capital facility has been guaranteed by two of the new directors, Andrew Meikle and Alexandra Eavis.  The working capital will be drawn down where necessary and until such time as the Company raises funds for general working capital.

 The above are deemed related party transaction as per the AIM rules. John Frankland, the non executive director of the Company, is a shareholder of Maji Capital, therefore is not deemed independent. However, the Company having consulted its Nominated Adviser, confirm that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. 

The Company intends to appoint an Independent Director in the near future and will advise shareholders accordingly.

Directors' interest in the Company 

PDT Holdings Limited, a party connected to Andrew Meikle, one of the new directors of the Company, has acquired 64,238,940 ordinary shares (the "Sale Shares) representing 82.38% of the current issued share capital of the Company from Tony Gatehouse, Catherine Gatehouse and Juan Carlos Rodriguez Martinez all of whom were previous directors of the company. The price of the Shares acquired by PDT Holdings Limited will be 0.18p per share payable by issue of a deferred loan note redeemable after 1 year without interest. The acquisition of the Sale Shares is deemed to be outside the jurisdiction of the Takeover Code as the Company was a controlled outside the jurisdictions of the Takeover Code at the time of the transactions. 

Takeover Code 

The Company has consulted The Panel on Takeovers and Mergers regarding the Company's status for the purposes of the City Code on Takeovers and Mergers. The Company understands that the resolutions proposed at the EGM are not subject to the provisions of the Code. However, following the Disposal, adoption of new strategy and change of Directors the Company will become subject to the jurisdiction of the Takeover Code. Therefore, all shareholders with effect from today will be afforded protection by the City Code  

Change of Website 

The Company has a new website address, www.aiminvestmentsplc.com. The former website, www.medseaestates-ir.com, will remain live and direct traffic to the new website for the foreseeable future.