Tatton Asset Management Regulatory News (TAM)

8 Aug 2007 07:00

Titanium Asset Management Corp08 August 2007 Titanium Asset Management Corp. Interim report and unaudited accounts for the period from February 2, 2007 (inception) to June 30, 2007 Chairman's Statement We are delighted to have concluded successfully our placing of 20,000,000 unitsat US$6.00 and to have listed our shares and warrants on the London StockExchange's AIM Market ("AIM") on June 21st 2007. Titanium now has a strongshareholder base of major institutional investors and the management team isalready implementing the business strategy that we have described toshareholders. John Kuzan, Chairman Chief Executive Officer's Statement Titanium's business strategy is to acquire a small number of investmentmanagement firms with complementary strategies and to manage the acquired firmson an integrated basis. As our shareholders are aware, we have signed Letters OfIntent with three firms prior to admission. Discussions are now proceeding withthose firms to conclude binding purchase contracts, subject to shareholderapproval. We are also meeting other firms and their advisors to identify othertarget businesses. John Sauickie, Chief Executive Officer BALANCE SHEET as at June 30, 2007 (Unaudited) Note June 30, 2007 $000sASSETSCurrent AssetsDebtors - amounts due from brokers 8 10,989- prepayments and accrued income 203Cash at bank and in hand 4 101,348Total Current Assets 112,540Total Assets 112,540LIABILITIES AND SHAREHOLDERS' EQUITYCurrent LiabilitiesAccrued expenses 214Accounts payable 482Notes payable related parties 435Total Current Liabilities 1,131 Non - current liabilities - amounts due to brokers 3,178COMMITMENTSTemporary Equity 55,000Stockholders' EquityShare capital 5 2Additional paid in capital 6 53,289Profit and loss account 6 (60)Total Stockholders' Equity 53,231Total Liabilities and Stockholders' Equity 112,540 The accompanying notes are an integral part of these financial statements. STATEMENT OF OPERATIONS For the period from February 2, 2007 (inception) to June 30, 2007 February 2, 2007 (inception) to June 30, 2007 $000sOperating Costs 263Operating Loss (263)Interest receivable 203 ----------Net Loss for the Period (60) ========== Net Loss Per Share, Basic 1.6 centsNet Loss Per Share, Fully Diluted 1.6 cents ========== Weighted Average Shares Outstanding, Basic 3.66 millionWeighted Average Shares Outstanding, Fully Diluted 3.66 million There were no recognized gains and losses other than those shown in thestatement of operations. All of the operating costs related to new activities. STATEMENT OF CASH FLOWS For the period from February 2, 2007 (inception) to June 30, 2007 February 2, 2007 (inception) to June 30, 2007 $000sCash Flows from Operating ActivitiesOperating loss 263Changes in operating assets and liabilities:Increase in accrued expenses (213)Increase in Notes payable related party (50)Net Cash Used in Operating Activities Nil Cash Flows from Financing ActivitiesProceeds from issuance of share capital 109,036Costs paid in relation to share issue (7,688)Net Cash Provided by Financing Activities 101,348Net Increase (Decrease) in Cash 101,348Cash, Beginning of Period NilCash, End of Period 101,348 NOTES TO FINANCIAL STATEMENTS NOTE 1 - Organization, business and operations Titanium Asset Management Corp. (the "Company") was incorporated in Delaware onFebruary 2, 2007 as a blank check company, the objective of which is to acquireone or more operating companies engaged in the asset management industry. The Company was successfully listed on London Alternative Investment Market on21 June 2007. The listing raised net proceeds of $110.5 million of which $11million has been retained by the listing broker for stabilisation purposes. TheCompany expects to make its first acquisition within the next six months. NOTE 2 - Basis of Preparation These report and accounts have been prepared in accordance with accountingprinciples generally accepted in the United States of America. The following accounting policies have been applied consistently in dealing withitems which are material in realation to the financial information of TitaniumAsset Management Corp. set out in this report. NOTE 3 - Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principlesgenerally accepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognized in the period in which theestimate is revised if the revision affects only that period, or in the periodof the revision and future periods if the revision affects both current andfuture periods. Loss per common share Loss per common share is computed by dividing net loss bythe weighted average number of shares of common stock and restricted stockoutstanding from March 3, 2007, being the first date of issue, to June 30, 2007.Potentially dilutive common shares have not been treated as dilutive becausetheir conversion would decrease the loss per share. Common shares subject to repayment rights The proceeds from the issue of commonshares bearing the right to require repayment as explained in Note 5 have beensplit as to 50% temporary shares and 50% stockholders equity to reflect thepotential for stockholders to require repurchase of their shares. Option granted in relation to share issue The fair value of the option granted to Sunrise Securities Corp. has beencredited to non-current liabilities. The cost of the option has been netted offagainst reserves along with the other costs of admission. Allocation of consideration for issue of units in the placing The proceeds from the issue of shares in the placing on 21 June 2007, net of allrelated costs, were allocated first to share capital in an amount equal to thenominal value of shares issued, secondly to temporary equity in an amount equalto 50% of the prospective value of the trust fund (including funds withheld forstabilisation purposes) and the remainder to additional paid in capital. NOTE 4 - Cash at bank and in hand $000sCash held by the Company 2,337Cash held in trust for the Company 99,011 ---------Cash at bank and in hand 101,348 --------- The trust amount is held in a trust fund at a branch of J.P. Morgan Chase Bank,N.A. maintained by Continental Stock Transfer and Trust Company, as trustee,pursuant to an investment management agreement. The proceeds held in the trustfund will not be released except upon a number of events as set out in thedocument published by the Company in connection with its admission to AIM. NOTE 5 - Share Capital Authorized Called up and fully paid Number $ Number $Common Stock $0.0001 54,000,000 5,400 22,880,000 2,288Restricted Shares $0.0001 720,000 72 720,000 72Preferred Stock $0.0001 1,000,000 100 0 -------- ------- 5,572 2,360 -------- ------- The holders of Common Stock arising from the issue of units on 21 June 2007 areentitled to require the Company to repurchase their shares if at the time theCompany seeks approval for a business combination the stockholder votes againstthe proposal. The holders of Common Stock are also entitled to require theirCompany to repurchase their shares if the Company seeks approval to extend thedeadline for a qualifying business combination and the shareholder votes againstthe proposal. The repurchase price will be a per share price equal to a pro-ratashare of the trust fund, including interest earned and net of expenses and taxesthereon (see Note 4). The Restricted Shares carry no rights to dividends except in the case of awinding up of the Company. They convert on a one for one basis to Common Stockif at any time within five years of their issue, and subsequent to a BusinessCombination, the ten day average share price of the Common Stock exceeds $6.90. No Preferred Stock had been issued at the balance sheet date and accordingly therights attaching to the Preferred Stock have not been set. During the period the Company issued the following shares Date Class Number Price Purpose 03/03/07 Common Stock 2,880,000 $0.07 Management incentive03/03/07 Restricted Shares 720,000 $0.07 Management incentive21/06/07 Units1 20,000,000 $6.00 Finance Acquisitions 1 Each Unit comprises one Common Stock and one warrant to subscribe for CommonStock at $4.00 per share subsequent to a Qualifying Business Combination. Therewere 20 million warrants in issue at the balance sheet date. The Company issued an option over 2 million Units to the placing agent. Theoption is exercisable at $6.60 following a Qualifying Business Combination. NOTE 6 - Reserves Profit & Loss Additional Paid Total $000s in Capital $000s $000sBrought forward at 2 February 2007 - - -Retained loss for the year (60) - (60)Arising from share issues - 53,289 53,289 (60) 53,289 53,229 NOTE 7 - Related parties On March 2, 2007 the Company issued promissory notes to Siesta Key Capital LLC(an affiliate of Mr.Sauickie), Integra Management Limited (an affiliate of Mr.Parkin) and Mr. Wightman totalling up to approximately $435,000 in respect ofcertain formation and other expenses repayable by the Company out of theproceeds of the Units placed or subsequently out of working capital. $435,000remains outstanding at the balance sheet date of which $385,000 is payable outof the proceeds of the Units placed and $50,000 is payable from working capital. The Company has agreed to pay a monthly administrative fee of $7,500 for officeand secretarial support to Siesta Key Capital, LLC (an affiliate of Mr.Sauickie). NOTE 8 - Post Balance Sheet Event Subsequent to the period end the amount due from brokers of approximately $11million, which was provided to the Company's listing broker for stabilisationpurposes, was paid into the trust fund. This information is provided by RNS The company news service from the London Stock Exchange