GAH.L Regulatory News (GAH)

21 Dec 2005 07:01

Gable Holdings Inc21 December 2005 21 December 2005 Gable Holdings Inc. ("Gable" or the "Company") Acquisition of Brown Duke AG On 5 December 2005, Gable announced that it had conditionally agreed to acquirethe entire issued share capital of Brown Duke AG ("Brown Duke") through theissue of 31,000,000 new Ordinary Shares. Brown Duke is a company incorporated inLiechtenstein which, upon receipt of Insurance Authorisation from the FMA, willundertake insurance business in Liechtenstein. In addition, Gable announced thatit was seeking to raise £4.75 million before expenses through the Placing. AnExtraordinary General Meeting to approve, inter alia, the Acquisition andPlacing is to be held at 11.00am (GMT) on 22 December 2005. Completion of theAcquisition, receipt of proceeds pursuant to the Placing and admission of theenlarged share capital of Gable to trading on AIM is expected to occur on 23December 2005. The net proceeds of the Placing are to be applied in part to satisfy therequirement for Brown Duke to satisfy the Minimum Solvency Capital prior to thegrant of the Insurance Authorisation by the FMA. The FMA was due to meet in theweek commencing 26 December 2005 to grant the Insurance Authorisation to enableBrown Duke to commence writing insurance business by the year end, when asignificant amount of insurance business is typically undertaken. Brown Duke hasbeen notified by the FMA that the FMA will now meet on 23 December 2005 toformally grant the Insurance Authorisation, requiring the Minimum SolvencyCapital to be in place on 22 December 2005, in advance of the intended receiptof the proceeds of the Placing. In order to satisfy the Minimum Solvency Requirement prior to 23 December 2005,Corvus Capital Inc. has agreed to provide a short term loan to Gable in anamount of up to £4.3 million (the "Loan") which Gable has undertaken to apply tosatisfy the Minimum Solvency Requirement, following approval of the Acquisitionat the EGM. Brown Duke will then capitalise the Loan and issue new shares toGable. Gable will acquire the balance of the share capital of Brown Dukeconditional upon Admission on 23 December 2005. The Loan is interest free savein the event of default and Gable will pay a fee of 2.5 per cent. of the valueof the Loan to Corvus for the provision of the Loan, which Gable has undertakento repay on the earlier of Admission or 13 January 2006. Corvus is interested in 33.02 per cent. of the current issued share capital ofGable. Accordingly the Loan is a related party transaction for each of Gable andCorvus under the AIM Rules. The Independent Directors of Gable and Corvus (beingthose directors who are not ,or have not been in the last 12 months, directorsof both Gable and Corvus), having consulted with Strand Partners Limited,consider the terms of the Loan to be fair and reasonable in so far asshareholders of Gable and Corvus respectively are concerned. Definitions in this announcement have the same meaning as defined in thecircular to shareholders dated 5 December 2005. Enquiries: John Bick t: 020 7451 9800m: 07917 649362 Strand Partners, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as nominated adviser for Gable and no one else inconnection with the Proposals and will not be responsible to anyone other thanGable for providing the protections afforded to customers of Strand Partners, orfor providing advice in relation to the Proposals. This information is provided by RNS The company news service from the London Stock Exchange