Last checked at 19 Oct 2012 07:00
For Immediate Release 19 October 2012
Kingswalk Investments Ltd
("Kingswalk" or "the Company")
Portfolio update and issue of convertible loan
The board of Kingswalk is pleased to announce that one of its investee companies, European Wealth Management Group plc ("European Wealth") has completed the acquisition of the business and assets of Bradley Stuart ("Acquisition").
The Acquisition is the fourth acquisition by European Wealth over the last two years and increases European Wealth's contracted assets under management ("AUM") by approximately £120 million to almost £0.5 billion. European Wealth, which is 33.3 per cent. owned by Kingswalk, is a fast growing investment management and financial planning business with offices in London, Brighton, Maidstone, Cheltenham and now, following the Acquisition, Worcester.
Bradley Stuart delivered turnover of approximately £1.28 million in the year ended 30 April 2012. It is a highly regarded financial planning business with clients including some of the best known names in British industry. The Acquisition significantly increases European Wealth's presence in the South West.
Peter Mullins, the founder of Bradley Stuart stated: "This is a tremendous opportunity for our clients. Our entire business has been built on our commitment to them, so to become part of a group that is similarly passionate about its clients is very exciting".
Commenting on the Acquisition, Rod Gentry, CEO of European Wealth and a non-executive director of Kingswalk concluded: "We are delighted to welcome Bradley Stuart to the European Wealth group. Including the Acquisition, European Wealth will have increased its AUM by more than 200% over the last six months. As well as acquisitions, European Wealth intends to continue to recruit successful teams and individuals across London and the Midlands to join our expanding business."
The majority of the consideration for the Acquisition is payable over the next two years by European Wealth and is expected to be satisfied out of European Wealth's operational cashflow. In order to assist European Wealth in satisfying part of the initial consideration, Kingswalk has agreed to subscribe for two year convertible loan notes of £450,000 in European Wealth ("EWM Loan Note"). The EWM Loan Note carries interest at 10 per cent. per annum payable bi-annually and can be converted into new A ordinary shares in European Wealth at increasing share prices at four fixed intervals during the two year life of the loan.
To fund the EWM Loan Note, Kingswalk is pleased to announce that it has today raised £200,000 through the issue of its own convertible loan note ("KWI Loan Note") to Hearth Investments Limited ("Hearth"), a holder of 31,033,333 ordinary shares of 0.1p in the Company ("Ordinary Shares"), representing 11.02 per cent. of Kingswalk, and a trust of which Tim Revill, a director of the Company, is a potential beneficiary. As part of the terms of the Acquisition, Kingswalk has also issued £250,000 of the KWI Loan Note to Peter Mullins, the vendor of Bradley Stuart.
The KWI Loan Note has been structured back-to-back with the EWM Loan Note and carries interest at 10 per cent. per annum payable bi-annually and can be converted into new Ordinary Shares at four fixed intervals during the two year life of the loan. The conversion prices are fixed at 0.7p, 1.0p, 1.25p and 1.5p per Ordinary Share on the 6 month, 12 month, 18 month and 24 month anniversary of the date of issuance of the KWI Loan Note. Should Hearth or Peter Mullins choose to exercise their conversion rights under the KWI Loan Note, their shareholdings in Kingswalk could increase by up to 28,571,428 Ordinary Shares and 35,714,285 Ordinary Shares, respectively.
Under AIM Rule 13, the issue of the EWM Loan Note to Kingswalk is a related party transaction by virtue of Kishore Gopaul, a non-executive director of the Company, also being a shareholder and director of Courvoisier & Associés SA, a 31.3 per cent. shareholder in European Wealth. In addition, the issue of the KWI Loan Notes to Hearth is a related party transaction by virtue of Hearth being a substantial shareholder in the Company.
Accordingly:
(i) with respect to the issue of the EWM Loan Note to Kingswalk, the directors of the Company, with the exception of Kishore Gopaul; and
(ii) with respect to the subscription by Hearth for the KWI Loan Note, the directors of the Company, with the exception of Tim Revill,
having consulted with Daniel Stewart & Company, the Company's nominated adviser, consider the terms of the EWM Loan Note and the KWI Loan Note each to be fair and reasonable in so far as Kingswalk's shareholders are concerned.
Paul Everitt, director of Kingswalk commented:
We are delighted to be able to assist European Wealth in executing its growth plans. We believe that the addition of the Bradley Stuart business will significantly enhance the value of our investment in European Wealth and should lead to some material uplifts in the value of our portfolio over the coming years.
Kingswalk Investments Limited
Paul Everitt: +44 (0)14 8173 2888
www.kingswalkinvestments.com
Daniel Stewart & Company Plc - Nominated Adviser and Broker
Antony Legge, Director, Corporate Finance: +44 (0)20 7776 6550
GTH Communications
Toby Hall: +44 (0)20 3103 3903
Suzanne Johnson Walsh: +44 (0) 20 3103 3902