Red Leopard Holdings Regulatory News (RLH)

4 Oct 2005 07:00

Red Leopard Holdings PLC04 October 2005 RED LEOPARD HOLDINGS PLC INVESTMENTS Red Leopard Holdings plc (the "Company" or "Red Leopard") is pleased to announcethat it has today agreed to make the following investments: Convex Conveyancing Limited ("Convex") Convex was founded in 2003 and is a bulk web based conveyancing platformoffering, with opportunities for creating economies of scale in a fragmentedconveyancing market. Convex has established a sophisticated, customer-facing andtransparent IT platform, and is already acting for mortgage brokers on theirconveyancing needs. In the year to 30 September 2004, it had audited turnoverof £77,000 and loss after tax of £48,000. As at 30 September 2004,shareholders' funds were £1,445 and net current liabilities were £59,580. In return for an unsecured loan of £50,000 to be paid out on completion inaccordance with a loan note, Red Leopard will be entitled to the following: 1. a fee of £10,000 per annum payable as soon as Red Leopard is able to procure a further round of financing for Convex to the tune of at least £250,000; 2. an option for a period of 2 years from today to require the issue to Red Leopard of 5,260 ordinary 1p shares, which will be approximately equivalent to 5% of the then current share capital of Convex. Ultimately it is hoped that Convex can be floated itself at a substantialself-standing valuation, as the business platform further develops, with theassistance of Red Leopard. Venue Solutions Limited ("Venue") Venue was founded in 2002 and specialises in the provision of venue managementtechnologies and services. It was initially formed as a venue consultancy firm,attracting support from Sony. Venue now offers a suite of products and servicesto the venue industry, and the directors of Venue believe that this enablesvenue mangers to capture and more efficiently use information about theircustomers. In the year ended 30 November 2004, it had audited turnover of£18,530 and loss before tax of £325,269. As at 30 November 2004, shareholders'funds were £274,394 and net current assets were £167,745. Venue is itself currently planning to seek an AIM listing in the near future. The Company has agreed to invest the following in shares of Venue: - it proposes to acquire from an existing shareholder 15,980 ordinary 1p shares for a subscription of £150,000. - it will also have the following options for a period of 2 years from today: o to acquire a further 8,323 ordinary 1p shares for a further consideration of £125,000 at the time when Venue (or any holding company of Venue) is admitted to AIM, o to acquire a further approximately 4,994 ordinary 1p shares for a further consideration of £125,000, assuming an underlying valuation applicable to Venue of £12,000,000. - In addition, Red Leopard will have the right to subscribe £100,000 in the pre-IPO fundraising for Venue (or the holding company for Venue), which is expected to occur in October, and, if Red Leopard does so subscribe, then Red Leopard shall also have the option for a period of one year to take up further shares in Venue (or the holding company of Venue) to the amount of £150,000, on the basis of an assumed valuation of £8 million for Venue (or the holding company of Venue). The board of Red Leopard plc is very excited at the prospects for theseinvestments, which they hope will deliver substantial value to shareholders. Note: Clive Russell, Chairman of the Company, has disclosed to the board of RedLeopard that Ladybridge Investments (a company in which he and his wife arebeneficially interested) has the following interests in Convex and Venue: 1. Depending on volumes of conveyancing transactions achieved by Convex as a result of introductions facilitated by Mr Russell and others, Ladybridge Investments will be entitled to take its percentage holding in Convex to approximately 5% of the then current share capital of Convex. Ladybridge Investments currently holds 1,733 ordinary 1p shares in Convex representing approximately 1.65 per cent. of Convex's issued ordinary share capital. Prior to the percentage holding of Ladybridge Investments ever reaches 5 per cent. of the then current share capital of Convex, a further announcement will be made containing relevant related party disclosures. 2. Ladybridge Investments currently owns 3,500 shares in Venue, and is acquiring a further 6,500 shares in Venue from Starlake Limited, the controlling shareholder in Venue, as consideration for services already rendered. In total, these shares represent approximately 2.09 per cent. of the current issued share capital of Venue. Stephen Thomson has disclosed the following interest in Venue: He has been asked to join the board of Venue following the current round of fundraising. He has disclosed that it is his intention to purchase approximately £20,000 of Venue shares in the current round of fundraising, which will represent approximately 0.3 per cent. of the issued share capital of Venue at the time of the fundraising. This information is provided by RNS The company news service from the London Stock Exchange