Manx Financial Regulatory News (MFX)

23 Jun 2008 07:00



FOR IMMEDIATE RELEASE 23 June 2008

Conister Financial Group PLC ("CFG")

Acquisition of strategic stake in Equity Special Situations Limited ("ESS") and the issue of equity

Conister Financial Group plc is pleased to announce that it has agreed to acquire a 9.9% interest in Equity Special Situations Limited, the AIM listed strategic investment company for a consideration of approximately £4.453 million, satisfied by the issue of new CFG ordinary shares to ESS and cash.

CFG will acquire 2,042,705 new ordinary shares in ESS at a price of 218 pence per share; representing 9.9% of ESS's then issued share capital. The investment is to be funded through the issue to ESS of 5,575,150 new ordinary shares in CFG ("Consideration Shares"); representing 9.9% of CFG's then issued share capital together with a cash payment to ESS of approximately £0.3 million.

The ownership of a significant stake in ESS, a successful and dynamic Investment Company, is a further step in CFG's strategy to transform itself into flagship offshore private banking and financial service group. The acquisition follows shortly after a Scheme of Arrangement in January 2008 which created CFG as the new holding company of the former Conister Trust PLC to facilitate such acquisitions.

ESS is incorporated in Guernsey and was floated in 2004. Its investment strategy is to purchase and hold large stakes in companies and other investment funds and then to assist management to grow the business. Their current investments include STM Group Plc, a leading financial services group in the international corporate and trustee service provider sector, based in Gibraltar; Syndicated Asset Management plc, an AIM listed asset management and asset management consolidation company with nearly £6 billion under management; and Daniel Stewart Securities Plc an integrated financial services company comprising corporate finance, capital markets and leasing.

Working closely with ESS and its investee companies will provide a range of potential synergies for CFG and should provide a platform for further acquisitions and wider distribution of its private banking services.

For the half year ended 30 June 2007 ESS reported net assets of £21.5m equivalent to a net asset value per share of 152p and a net return of £2.3m equivalent to an EPS of 16.4 pence per share (6.4 pence per share for the year ended 31 December 2006). ESS will publish its audited results of the year ended 31 December 2007 shortly.

Since its flotation in 2004 ESS's share price has shown impressive progress increasing from 50 pence to over £2 currently, with NAV per share in its underlying investments showing similar growth.

Application for the Consideration Shares to be admitted to trading on AIM has been made and it is expected that the Consideration Shares will begin trading on AIM on 26 June 2008. The Consideration Shares will rank pari passu with the existing ordinary shares in issue. Following the issue of the Consideration Shares, the Company will have a total of 56,314,652 ordinary shares in issue.

 Arron Banks, Chief Executive of CFG, commented:

"We have been following the progress of ESS for more than a year and believe that this strategic relationship will be of great benefit for both groups. We anticipate that, over the coming months, significant synergies will be created and additional business and investment opportunities will evolve. The new management team at CFG is currently reviewing a number of strategic transactions within the financial services sector and we look forward to gaining from ESS's input."

 Peter Griffin, Director of ESS, commented:

"During our operational reviews towards the end of 2007 and early 2008 , it became clear that it would be of great benefit to the Company to have a strong relationship with a bank in order to complement the other companies within the ESS portfolio. We have been working on obtaining a significant stake in a private bank for almost nine months now and we are delighted to have concluded a deal with CFG. We expect to work closely with CFG's management going forward in generating interesting business proposals for them from our existing portfolio companies and from other companies that join us in the future."

For further information please contact:

Conister Financial Group plc

Arron Banks/Chris Johnstone 

Tel: 07918 608480

Beaumont Cornish Limited

Roland Cornish 

Tel: +44 (0) 20 7628 3396

Britton Financial PR

Tim Blackstone

Tel: +44 (0) 20 7251 2544 / 07957 140416