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Acquisition and Board Changes Correction

18 Feb 2010 11:11

RNS Number : 3410H
Daniel Stewart Securities PLC
18 February 2010
 



18 February 2010

 

 

DANIEL STEWART SECURITIES PLC

("the Company")

(AIM: DAN)

 

 

Acquisition and Board Changes Correction

 

 

 

 

The Company makes the following amendments to its Acquisition and Board Changes announcement released at 07.00 on 15 February 2010 under RNS number 1222H. The acquisition and the appointment of the new CEO are subject to FSA approval. All other details remain the same and the full wording of the corrected announcement is reproduced below:

 

 

 

Daniel Stewart Securities PLC

 

("Daniel Stewart", "the Company" or "the Group")

 

Acquisition and Board Changes

 

The Board of Daniel Stewart (AIM: DAN.L), stockbroker and corporate finance adviser to smaller and medium-sized companies, is delighted to announce the all-share acquisition of financial consulting business MENA-RL ("MENA"), which comprises MENA-RL Holdings Limited and MRL Holdings Limited.

 

HIGHLIGHTS

 

·; Acquisition to enhance cross-border reach and research offering

 

·; Board restructured with Adam Wilson becoming CEO

 

·; Credit facility transferred into convertible loan

 

The acquisition of MENA will significantly enhance Daniel Stewart's geographic reach whilst also boosting its sectoral expertise. MENA is owned by Adam Wilson - currently a Non-Executive Director of Daniel Stewart. Adam will assume the role of Chief Executive Officer of the enlarged group once the deal has been completed with Peter Shea moving into the newly created role of Executive Chairman. Additionally, Peter Dicks will assume the role of Senior Independent Director of the Company.

 

MENA, which has 5 employees and consultants, has circa 20 clients and provides a wide range of services focusing on deal execution, project management and fund raising. Its regional presence stretches across Europe, Africa and the six Gulf Cooperation Council ("GCC") Member States. MENA specialises in Financial Services, Healthcare, Real Estate & Infrastructure and Natural Resources. MENA reported audited turnover of US$1,340,210 and pre-tax profit of US$349,339 in the period to 31 December 2009 and had audited net assets of $351,515 as at 31 January 2010 (including net cash of $28,638).

 

The addition of MENA further enhances Daniel Stewart's burgeoning cross-border reach and research offering. Daniel Stewart already has an established research distribution arm in the US via its partner Madison Williams (previously called SMH Capital Inc). Following the acquisition, the enlarged group will benefit from a further enhanced distribution base and wider penetration of potential dealflow.

 

The consideration for the acquisition is the issue of 50,000,000 shares in Daniel Stewart, which have a value of £1.1 million at the closing price on 12 February 2010, and the acquisition is expected to complete on 28 February 2010. On completion, Adam Wilson will distribute 16,986,000 Daniel Stewart shares to certain employees of MRL Holdings Limited. As a result of the acquisition, Adam Wilson's beneficial holding in the Company will be 61,327,000 shares, representing 16.9% of the issued share capital post the acquisition.

 

Adam Wilson will assume the role of Chief Executive Officer of Daniel Stewart on 6 April 2010. Adam joined the Board in September 2009 as a Non Executive Director boasting a highly successful track record in senior executive roles in financial services both in the UK and internationally.

 

The acquisition of MENA, and the related increase in Mr Wilson's shareholding in Daniel Stewart to 16.9%, and also the subsequent appointment of Mr Wilson as Chief Executive Officer of Daniel Stewart is subject to the approval of the FSA.

 

Application will be made for the admission of the 50 million new shares in Daniel Stewart. It is expected that admission will become effective and dealings will commence in the new shares on 28 February 2010. Following this date, Daniel Stewart will have in issue is 362,811,066 ordinary shares.

 

Related party Transaction

 

MENA is a company connected to Adam Wilson, who is currently a non-executive director of the Company. The acquisition of MENA is therefore classified as a transaction with a related party for the purposes of the AIM Rules. In accordance, therefore, with the AIM Rules, the directors of the Company, with the exclusion of Adam Wilson, having consulted with the Company's nominated adviser, Arbuthnot Securities Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

 

Credit Facility Update

 

In January the Company announced that it had signed a £1 million two-year unsecured credit facility primarily with FCI A.G. ("FCI"), a Swiss Trust Company, to provide working capital. FCI, which, currently has in excess of US $1bn of assets under management has agreed, for no additional consideration, to transfer its entire loan into a convertible loan with a conversion price of 2 pence per share. Conversion may take place in whole or in part at the option of FCI at any time during the original term of the loan which expires on 28 December 2011.

 

Peter Shea, Group Chief Executive commented:

 

"We are delighted to have completed the acquisition of MENA as it will underpin a significantly enhanced offering. It is key to have a wide reach and strong international presence and we feel that the enlarged group will be well placed to further grow its core offering.

 

"Additionally, Adam's proven credentials, coupled with his extensive experience in the financial services arena will prove invaluable as we continue to grow the business."

 

Adam Wilson added:

 

"I am delighted that the Company is further enhancing its position as a leading stockbroker and corporate finance adviser with global appeal. The addition of MENA clearly bolsters our offering. We very much remain on the look out for further acquisitions as we focus on cementing our position within the small cap broking sector. Furthermore we aim to build a strong asset management business at Daniel Stewart."

 

Further information:

 

Peter Shea, Chief Executive Officer

Daniel Stewart Securities PLC

Tel: 020 7776 6550

Nick Tulloch

Arbuthnot Securities Limited

Tel: 020 7012 2158

Nick Rome/Siobhra Murphy

Bishopsgate Communications

Tel: 020 7562 3366

 

 

 

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