Crimson Tide Regulatory News (TIDE)

27 Jul 2006 07:01

Cohen(A.) & Co PLC27 July 2006 FOR RELEASE 7.00 AM 27 July 2006 A.COHEN & CO PLC ("A.Cohen" or "the Company") Proposed Acquisition of Crimson Tide Limited Approval of the waiver to be granted by the Panel on Takeovers and Mergers Proposed change of name to Crimson Tide plc Increase of share capital Placing of 59,975,227 Ordinary Shares of 1p each at 1.5p per share Proposed issue of Warrants Admission to trading on AIM by W.H. Ireland Limited Nominated Adviser and Broker • Acquisition of Crimson Tide, which offers remote e-mail, CRM and mobile field sales and service solutions on a subscription basis using handheld computers and smartphones, for approximately £3.01 million • Placing of 59,975,227 ordinary shares at 1.5p with attached warrants raising approximately £0.5 million (net of expenses) • The market for mobile e-mail access is rapidly expanding. - Palm forecast a 10-fold increase in Worldwide, mobile e-mail users by 2008 - Microsoft believe mobility is set to grow by over 30 per cent. per annum to 2007 • Key commercial relationships with Sage, Palm and Good Technology • In the eighteen months to 31 January 2006, Crimson Tide has: - Gained over 50 customers for its mobile solutions business - Provided its services to over 500 mobile data users. • Rowley Ager, previously with Tesco PLC, joins the Board as Non-Executive Director • Sales since 31 January, 2006 ahead of equivalent period last year Graham Ashley, Executive Chairman of A.Cohen, commented: "After looking at a number of potential takeover targets, the board believesthat Crimson Tide is an excellent acquisition for the shareholders of A.Cohen. Crimson Tide has a highly experienced management team and is operating inmarkets where the demand for mobile data solutions is forecast to grow rapidlyover the next few years. With annualised sales now running at just under £1 million per annum, we believeCrimson Tide has an exciting future with good long term growth potential." Crimson Tide Limited Barrie Whipp (Executive Chairman) Tel: 01892 542 444 Mobile: 07778 367 999 A.Cohen Graham Ashley (Executive Chairman) Tel: 020 7747 7400 W H Ireland Limited Tim Cofman-Nicoresti (Director, Corporate Tel: 0121 616 2101Finance) Cubitt Consulting Brian Coleman-Smith / Leanne Denman / Tel: 020 7367 5100Allison Reid Mobile: 07802 724 400 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Admission Document publication date 27 July 2006 Extraordinary General Meeting 21 August 2006 Completion date of the Acquisition 22 August 2006 Admission effective and dealings in Ordinary Shares 22 August 2006(including New Ordinary Shares)expected to commence on AIM ACQUISITION AND PLACING STATISTICS Number of existing Ordinary Shares in issue prior to the 15,160,482Placing and Acquisition Number of existing Deferred Shares in issue prior to the 15,160,482Placing and Acquisition Number of Placing Shares being issued under the Placing 59,975,227 Placing Price 1.5p Number of Consideration Shares being issued under the 200,759,180Acquisition Number of Ordinary Shares in issue following Admission 275,894,889 Number of Ordinary Shares subject to Warrants following 22,574,048Admission Number of Deferred Shares in issue following Admission 15,160,482 Percentage of the Enlarged Share Capital held by members of the 76.0%Concert Party following completion of the Proposals Mid market price per Ordinary Share on 26 July 2006 (being the 1.5platest practicable date prior to publication of the Admission Document) Gross proceeds of the Placing £0.66 million Estimated costs of the Placing and Admission £0.16 million Estimated net proceeds of the Placing receivable by the Company £0.5 million % of Enlarged % of Enlarged Share Capital Share Capital assuming on Admission exercise of all warrants Percentage of the Enlarged Share Capital 5.5 5.1represented by:Existing Ordinary Shares prior to AdmissionConsideration Shares 72.8 67.3Placing Shares 21.7 20.1 FOR RELEASE 7.00 AM 27 July 2006 A.COHEN & CO PLC Proposed Acquisition of Crimson Tide Limited Approval of the waiver to be granted by the Panel on Takeovers and Mergers Proposed change of name to Crimson Tide plc Increase of share capital Placing of 59,975,227 Ordinary Shares of 1p each at 1.5p per share Proposed issue of Warrants INTRODUCTION The Board announces that the Company has conditionally agreed to acquire theentire issued share capital of Crimson Tide for a consideration of approximately£3.01 million to be satisfied by the issue of 200,759,180 Ordinary Shares(valued at 1.5p per share) conditional, inter alia, on Admission. As at the close of business on 26 July 2006, (being the last practicable datebefore publication of this announcement) the closing mid market price of anOrdinary Share was 1.5p, valuing Crimson Tide at approximately £3.01 million andA.Cohen at approximately £0.23 million. The Company has also conditionally raised approximately £0.5 million, net ofexpenses, by way of the Placing at 1.5p per Ordinary Share of 1p each, which isbeing undertaken in order to provide working capital for the Enlarged Group. The Consideration Shares will represent 72.8 per cent. of the Enlarged ShareCapital on Admission. In view of the size of Crimson Tide relative to theCompany, the Acquisition will constitute a reverse takeover of A.Cohen under theAIM Rules and therefore requires the prior approval of Shareholders at anExtraordinary General Meeting, notice of which is set out at the end of theAdmission Document posted to Shareholders today. In conjunction with theAcquisition, A.Cohen proposes to increase its share capital and change its nameto Crimson Tide plc. Warrants will be issued to Placees and Shareholders on theregister of the Company at the Record Date, on the following basis: (i) Placees - 1 Warrant for every 4 Placing Shares subscribed for under the Placing; and (ii) Shareholders - 1 Warrant for every 2 Ordinary Shares held. Additionally, because the members of the Concert Party (comprising certain ofthe Crimson Tide Shareholders and associated parties) will own more than 30 percent. of the Enlarged Share Capital as a result of the Acquisition, the Companyis seeking a waiver under Rule 9 of the City Code. In the absence of the Waiver,the City Code would otherwise require the members of the Concert Party to offerto acquire those Ordinary Shares that they do not own. A proposal seekingShareholder approval for such a waiver is, therefore, included in the notice ofthe Extraordinary General Meeting set out in the Admission Document. INFORMATION ON CRIMSON TIDE INTRODUCTION Crimson Tide is a growing mobile data solutions provider building on itsestablished expertise in CRM systems, telecoms software and bespoke softwaredevelopment, to provide companies in the SME sector with the ability to accesstheir business information whilst away from the office. HISTORY AND DEVELOPMENT Crimson Tide was founded in 1996 and is based in offices in Tunbridge Wells. The company, which now has 10 employees excluding the non-executive directors,was founded by its current Executive Chairman Barrie Whipp. Initially it focusedon the provision of software services to the SME (small and medium enterprises)sector. These ranged from acting as reseller of established CRM software such asGoldmine and Saleslogix to providing bespoke integrated software solutions. As its business developed, Crimson Tide gained expertise in specific areasincluding CRM systems, telecoms monitoring software and internet services. In2004, Barrie Whipp invited Stephen Goodwin and Jeremy Roth to join themanagement team to exploit the opportunity to build on this expertise and applyit to the rapidly increasing use of mobile technology. In 2004, the company raised approximately £385,000 privately to launch anddevelop its mobileprofessional service brand and to expand its operational base.The funds have enabled Crimson Tide to establish a range of subscription basedservices including remote e-mail, mobile field sales and mobile field servicesolutions using hand held computers such as the Palm Treo and Pocket PC devices.The company has continued to build on its expertise and has establishedreference sites for its key product offerings. It is now seeking to investfurther in the rollout of this business to exploit the opportunities presentedby accelerating growth in demand for remote e-mail and mobile data solutions. PRODUCTS AND SERVICES The mobileprofessional services are based on the use of handheld devices toprovide a range of remote data services and software solutions on a subscriptionbasis including: • Remote e-mail management; • Electronic forms • Corporate CRM systems with remote access for management and employees and • Remote access to company data and management information integrated with back-end systems hosted by the customer or by Crimson Tide. Crimson Tide offers these services on a monthly subscription model allowing thecustomer to acquire I.T. functionality without incurring the capital expenditureusually associated with these types of business solutions. In addition to the above, the company continues to offer its traditionalbusiness solutions including CRM software, bespoke software and to supply itsown telecoms management software. It also continues to generate on-goingrevenues by supporting software solutions that it has previously supplied to itsexisting customers. KEY COMMERCIAL RELATIONSHIPS Crimson Tide is: • A Sage business partner and one of Sage's top mobile solutions business partners; • A Palm certified partner; and • A Good Technology business partner. These relationships allow the company to offer integrated solutions using itspartners' technology and obtain discounts on its partners' products. REVENUES AND CUSTOMERS In the eighteen months to 31 January 2006, Crimson Tide gained over 50 customersfor its mobile solutions business and has provided its services to over 500mobile data users. In that period, revenues from this source have amounted to £393,035 of which£133,667 was achieved in the last three months to 31 January 2006, more than 50per cent. of the total earned in the year ended 31 October 2005. In the same eighteen months to 31 January 2006, revenues from other products andservices totalled £609,256. DIRECTORS The directors of Crimson Tide are Barrie Whipp, Stephen Goodwin, Jeremy Roth,Graham Ashley and Helen Whipp. These directors, with the exception of HelenWhipp will join the Enlarged Group Board on Admission. Upon Admission HelenWhipp will resign from the board of Crimson Tide and will not join the EnlargedGroup Board. Details of the Proposed Directors joining the Enlarged Group Boardare set out below. The Enlarged Group intends to retain the services of the existing employees ofCrimson Tide and will seek to further increase staff numbers as the businessdevelops. EMPLOYEES Crimson Tide currently has 10 employees, excluding the non-executive directors,all of whom are based at Crimson Tide's premises at Tavern Cellars, 39/41 ThePantiles, Tunbridge Wells, Kent TN2 5TE. Average employee numbers over the last27 months are set out in the table below: Function Average Number of Employees Three months Year ended 31 Year ended 31 ended 31 January October 2005 October 2004 2006Sales and Marketing 4 4 3Technical Support and 4 4 3DevelopmentGeneral Management, Finance 3 3 4and AdministrationTotal 11 11 10 THE MARKET AND STRATEGY The market for mobile e-mail access is expanding rapidly. Palm forecast a10-fold increase in worldwide, mobile e-mail users by 2008 and Microsoft believemobility is set to grow by over 30 percent per annum to 2007. The Enlarged Group Board believes that many smaller companies and organisationsdo not have the in-house expertise to implement effective remote e-mailoperations and that providing these services alone offers a significant marketopportunity to increase the customer base. More importantly the Enlarged GroupBoard believes that as the use of handheld devices increases, so will theopportunity for the provision of other software services to allow remoteintegration with other corporate systems and databases. Based on its experience since launching its mobileprofessional services, the company believes that the greatest potential for developing sales lies in thosesectors where there is a significant element of: • Field services; • Field sales; or • Field audit and review These elements would be enhanced by direct, remote, access to a corporatedatabase and/or processing system. The company has identified three key vertical markets where it initially intendsto focus its marketing resources as follows: 1. Plant and Machinery Suppliers - with a heavy field service and sales element; 2. Companies with field based inspection and reporting requirements; and 3. Utility Services Suppliers - where there is a high level of on site review and reporting Resources will be devoted both to marketing and product development in thosesectors. While the Enlarged Group Board intends that the Enlarged Group shouldfocus on key vertical markets, it remains aware of the potential opportunitiesoffered by the construction and site services, financial services and marketresearch sectors, and will seek to address these and other broader opportunitiesthrough its wider marketing initiatives. A marketing plan has been developedencompassing a range of activities from web and print based advertising throughdirect selling, events and public relations. COMPETITION The Enlarged Group Board believes that although most competitors address one orother part of its services, they are not aware of any direct competitor offeringexactly the same service and subscription model as Crimson Tide. Organisationscompeting in part with Crimson Tide include: (i) The mobile networks; (ii) Mobile software companies; (iii) Hardware suppliers; and (iv) BlackBerry suppliers. The Enlarged Group Board believes that at the current time, the principalconstraint on sales arises from lack of awareness among its target customer baseof the potential opportunity for and benefits offered by Crimson Tide's mobilesolutions model. SUMMARY FINANCIAL INFORMATION As at 31 January 2006 Crimson Tide had net assets of £137,201. The results ofthe Crimson Tide Group for the three years and a quarter ended 31 January 2006are set out in the accountants' report on the Crimson Tide Group in Part IV ofthe Admission Document and the following summary financial information should beread in conjunction with that financial information: Quarter Year Year Year ended ended ended ended 31 31 31 31 October October October January 2005 2004 2003 2006Profit and loss account £ £ £ £Turnover 229,941 686,911 444,672 531,461Operating profit/(loss) before 5,596 (111,851) (362,858) 20,798amortisation, depreciation and interest(Loss)/profit before and after (5,617) (161,793) (430,817) 1,695tax The decline in turnover and increase in costs between 2003 and 2004 reflects thechange in emphasis of the business towards the development of the mobileprofessional concept and related expenditure. Since 2004, sales have grownstrongly in large part reflecting the success of this strategy and in thequarter ended 31 January 2006 Crimson Tide made a small operating profit beforeamortisation, depreciation and interest. CURRENT TRADING AND PROSPECTS In the period since 31 January 2006, sales have been ahead of the equivalentperiod for last year. The Enlarged Group Board believes that the current market presents significantopportunities for organic and acquisitive growth and view the future with confidence. INFORMATION ON A.COHEN The Company has effectively no ongoing trade save for the completion of a numberof transactions, which took place whilst it was a trading company. The Company disposed of its Woolwich site on 28 March 2003 to Tilfen LandLimited for a cash consideration of £750,000. This disposal resulted in animmediate accounting profit of approximately £100,000 before selling costs,being the difference between the book value of the Woolwich site of £650,000 asat 31 December 2002 and the sale proceeds. The Company applied the net proceedsof the disposal, amounting to £570,000, to reduce indebtedness by paying£482,000 to creditors and for working capital purposes. The Ordinary Shares were admitted to trading on AIM on 30 September 2003following the cancellation of the listing for Ordinary Shares on the officialList and subsequent transfer to trading on AIM. On 2 October 2003, the Company disposed of its 20 per cent. interest in ScottTod Developments Limited to Darwen Capital plc for a cash consideration of£525,000 being the book value of the investment in the interim accounts releasedto the market on 30 September 2003. The disposal resulted in the Companyrecording neither a gain nor a loss on the disposal. The sales proceeds wereused for working capital purposes. On 8 February 2006, the Company announced that it had negotiated the sale of its24.5 per cent. investment in ROO Media Europe Ltd (''RME''), a supplier ofinternet and broadband media, to ROO Group Inc. (of which RME is a subsidiary),for a cash consideration of £50,000 being the book value of the investment inthe accounts at 31 December 2005, before expenses. A.Cohen did not derive anyincome or revenue from RME. The proceeds of this disposal were also used forworking capital purposes. Under the Proposals and as a result of the Acquisition, the Concert Party hasconfirmed that the business of Crimson Tide will be continued in substantiallythe same manner as present, with no major changes. The Enlarged Group willtherefore commence the provision of mobile data solutions enabling customers toaccess their business information whilst away from the office through CrimsonTide's mobile data solutions business which will be continued and developed. TheEnlarged Group Board believes that the Proposals will give the Enlarged Groupaccess to a number of growth and investment opportunities. PRINCIPAL TERMS OF THE ACQUISITION Under the terms of the Acquisition Agreement, the Company has conditionallyagreed to acquire the entire issued share capital of Crimson Tide inconsideration for the issue to the Vendors of the Consideration Shares.Therefore in relation to the Acquisition there are no financing arrangements inplace. As such, there is no arrangement in place relating to the Acquisitionwhere the payment of interest on, repayment or security for any liability(contingent or otherwise) is dependent to any significant extent on the businessof the Company. The Acquisition Agreement is conditional, inter alia, on (i) thepassing of the Resolutions; (ii) the Placing Agreement becoming unconditional inall respects (other than any condition relating to completion of the AcquisitionAgreement and Admission); and (iii) Admission. The Consideration Shares will represent 72.8 per cent. of the Enlarged ShareCapital and, upon their allotment, will rank pari passu in all respects with theOrdinary Shares and the Placing Shares. CHANGE OF NAME The name of the Company will be changed to Crimson Tide plc, conditional uponboth the passing of Resolution 5 by the Shareholders and completion of theAcquisition. DETAILS OF THE PLACING The Company is issuing 59,975,227 Placing Shares pursuant to the Placing at thePlacing Price to raise approximately £0.5 million (net of expenses), to financethe costs of the Proposals and to provide working capital for the EnlargedGroup. The Placing Shares will represent approximately 21.7 per cent. of theEnlarged Share Capital, will be fully paid upon issue and will rank pari passuin all respects with the existing Ordinary Shares and the Consideration Shares. The Company, the Directors and the Proposed Directors have entered into thePlacing Agreement with W.H. Ireland. The Placing is not being underwritten. ThePlacing Shares have been conditionally placed with institutional and otherinvestors including W.H. Ireland, DMH Stallard and certain other advisers as setout in Part VIII of the Admission Document. The Placing is conditional interalia upon the Placing Agreement becoming unconditional and not having beenterminated in accordance with its terms, and Admission becoming effective on 22August 2006 (or such later time and date as the Company and W.H. Ireland mayagree). ISSUE OF WARRANTS Pursuant to the terms of the Warrant Instruments, 7,580,241 Warrants are to beissued to Shareholders as at the Record Date on the basis of 1 Warrant for every2 Ordinary Shares held and 14,993,807 Warrants are to be issued to Placees onthe basis of 1 Warrant for every 4 Ordinary Shares subscribed for under thePlacing. There will be no entitlement to fractions of Warrants, which will beaggregated and will be issued at the discretion of the Board. The Warrants are exercisable in whole at any time up to 3 years after Admission.The exercise price of the Warrants will be 1.5p, which represents the same priceas the closing price of the Ordinary Shares on 26 July 2006 (being the lastpracticable date prior to publication of the Admission Document). The Warrantsare transferable but will not be admitted to trading on AIM. Application will bemade for the Ordinary Shares arising on the exercise of the Warrants to beadmitted to trading on AIM. DIVIDEND POLICY Initially the Enlarged Group Board anticipate that any earnings will be retainedby the Company for the development and growth of the business of the EnlargedGroup. The declaration and payment by the Company of dividends will, once the EnlargedGroup has achieved its development objectives, be dependent upon the Company'sfinancial condition, future prospects and other factors deemed to be relevant atthe time. This will take into account both the requirements of the business andthe expectations of the Shareholders. EXTRAORDINARY GENERAL MEETING A notice is set out at the end of the Admission Document convening anExtraordinary General Meeting to be held at 11.00 a.m. on 21 August 2006 at theoffices of DMH Stallard, Centurion House, 37 Jewry Street, London EC3N 2ER..Atthe Extraordinary General Meeting, the Resolutions will be proposed to increasethe share capital of the Company, approve the Acquisition, approve the Waiver,approve the change of name, authorise the Directors to allot up to 340,000,000Ordinary Shares (including the Consideration Shares and Placing Shares) anddisapply pre-emption rights over 340,000,000 Ordinary Shares (including thePlacing Shares). RECOMMENDATION OF THE DIRECTORS Graham Ashley is a Director, a Crimson Tide Director and a Vendor and hastherefore not participated in the Board's deliberation of the Acquisition or theWaiver. The Acquisition constitutes a related party transaction pursuant to Rule13 of the AIM Rules. The Independent Directors, who have been so advised by W.H.Ireland, consider that the terms of the Proposals and the Waiver are fair andreasonable and in the best interests of the Company and Shareholders as a whole.In providing advice to the Board, W.H. Ireland has taken into account theDirectors' and the Proposed Directors' commercial assessments. Accordingly, theIndependent Directors unanimously recommend Shareholders to vote in favour ofthe Resolutions DIRECTORS AND PROPOSED DIRECTORS The Board currently comprises three Directors as follows: Graham Ashley (aged 58, Executive Chairman) Graham has over 40 years experience in stockbroking and corporate finance andwas a founding director and shareholder of stockbrokers, Greig MiddletonHoldings Limited (''Greig Middleton''). After the merger of Greig Middleton withGerrard Limited he became a director of Gerrard Limited and following itsacquisition by Old Mutual Securities Limited (''OMS''), a corporate financedirector of OMS (which subsequently became Arbuthnot Securities Limited). Grahamhas advised on acquisitions and disposals and fundraisings across a wide rangeof sectors and industries. He is also currently a non-executive director ofDermasalve Sciences plc, Quintessentially English plc and Scott Tod plc, allquoted on AIM. He has been a Non-Executive Director of Crimson Tide since April2004. In February 2006 he became Chief Executive Officer of IAF SecuritiesLimited, a stockbroking firm which is a division of IAF Group plc, quoted onAIM. IAF Securities Limited is the financial adviser to Crimson Tide. Graham was appointed as a director of the Company on 20 October 2004 and wasappointed as Chairman on 21 February 2005. Russell Sincock (aged 58, Non-Executive Director) Russell was appointed as Non-Executive Director on 8 March 2001. Russell is anAustralian chartered accountant and has been running his own practice, MadderSincock & Co., for nine years. Russell was previously a partner of BDO NelsonParkhill, based in Melbourne, where he was managing partner for three years. James Ferguson (aged 59, Non-Executive Director) Jim joined A.Cohen 28 years ago and was appointed as a Director in 1995. He hasworked in the metals and refining business for over 30 years. Proposed Directors On Admission the following will be appointed as directors of the Company: Barrie Whipp (aged 45, Proposed Executive Chairman) Barrie founded Crimson Tide in 1996. He was responsible for the day-to-daymanagement of the Crimson Tide business between 1996 and 2004 and formulated theideas behind the Company's mobile data solutions in 2003, recruiting the newmanagement team in 2004. After a career in finance, he founded the financialservices arm of Tiphook plc. He later became Group Managing Director of IAFGroup plc which was subsequently admitted to the Official List in April 1994. Hehas served as a non-executive director of Wills Group plc, as well as a numberof private companies. He will be responsible for setting the Enlarged Group'svision and strategy as well as setting goals and targets for the Enlarged GroupBoard. Stephen Goodwin (aged 47, Proposed Chief Executive Officer) Steve was appointed as Crimson Tide's Chief Executive in April 2004 and hasresponsibility for delivering the strategy, day to day management of the Companyand financial management and control. Steve is a certified accountant with 16 years experience at board level and with12 years experience as a CEO. After training as an accountant working for ShellInternational, he joined Tiphook plc in 1988 where he became Group FinancialController and later Finance Director of the trailer division. In 1994 Steve wasappointed Managing Director of the rail division and in 1996 led the managementteam in a £30 million management buy out working with Prudential's venturecapital arm and HSBC. The business was sold two years later to GE Capital (''GE'') where he stayed on as Managing Director of GE's European rail business andgained further experience in negotiating and integrating acquisitions. Jeremy Roth (aged 44, Proposed Sales Director) Jeremy has over fifteen years experience in mobile telecommunications. His earlycareer was with Connexions, a mobile telecoms dealer based in the South Eastselling mobile telephones in the early days of the introduction of personalmobile phones. He joined Astec Communications in 1989 which was subsequently taken over byVodafone. Jeremy worked within Vodafone Corporate, dealing with mobilecommunications for some of its biggest corporate accounts and later as a seniorsales executive, was given responsibility for dealing with the NHS. During thistime he built relationships with a number of NHS Trusts including ambulanceservices and the Department of Health. He developed these accounts from beingpurely voice communications to mobile data and sold a number of BlackBerry andother mobile data solutions. He joined Crimson Tide in 2004 to head the Company's sales efforts. Rowley Ager (aged 60, Proposed Non-Executive Director) Rowley is a qualified accountant who has spent all of his working life inindustry and commerce. In 1972, Rowley joined BAT Industries Group plc in anumber of finance roles. In 1986, Rowley joined Tesco PLC becoming CompanySecretary from 1990 until 2004 and was a member of the Tesco PLC board from 1992until 2004. Rowley was Chairman of Tesco Personal Finance a 50:50 financialservices joint venture with RBS Group plc from its formation in 1995 until heretired in 2004. He is currently chairman of Tesco Pension Trustees Limited. Immediately prior to Admission, Russell Sincock and James Ferguson will resignfrom the Board and Graham Ashley will relinquish the role of executive chairmanbut remain as a non-executive director. Upon completion of the Proposals, theProposed Directors will join the Enlarged Group Board. DEFINITIONS The following words and expressions shall have the following meanings in thisannouncement unless the context otherwise requires: "Acquisition" the proposed acquisition of Crimson Tide by the Company, further details of which are set out in Part VIII of the Admission Document; "Acquisition the agreement dated 27 July 2006 pursuant toAgreement" which the Company has conditionally agreed to acquire the entire issued share capital of Crimson Tide further details of which are set out in Part VIII of the Admission Document; "Act" the Companies Act 1985, as amended; "acting in concert" shall bear the meaning ascribed thereto in the City Code; "Admission" the admission of the existing Ordinary Shares and the New Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules; "Admission Document" the admission document dated 27 July 2006; "AIM" the AIM Market of the London Stock Exchange; "AIM Rules" the rules applicable to AIM as published by the London Stock Exchange from time to time; "Articles" the Company's articles of association; "Board" or the directors of the Company, whose names appear"Directors" above; "City Code" the City Code on Takeovers and Mergers (as amended from time to time); "Combined Code" the Combined Code of Corporate Governance published in July 2003; "Company" or A.Cohen & Co. Plc;"A.Cohen" "Completion" completion of the Acquisition; "Concert Party" Barrie Reginald John Whipp, Stephen Keith Goodwin, Jeremy Walter Frederick Roth, Graham Basil Ashley, Rowley Stuart Ager, the Goodwin Accumulation and Maintenance Trust and other individuals as set out in Part VIII on page 69 of the Admission Document; "Consideration" or the 200,759,180 New Ordinary Shares to be issued"Consideration to the Vendors, credited as fully paid, pursuantShares" to the Acquisition Agreement; "Controlling means shares representing not less than 30 perInterest" cent. of Voting Rights; "CREST" the computerised settlement system to facilitate the transfer of title of shares in uncertificated form, operated by CRESTCo; "CRESTCo" CRESTCo Limited; "CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any modification thereof or any regulations in substitution therefore made under section 207 of the Companies Act 1989 and for the time being in force; "Crimson Tide" Crimson Tide Limited, a company incorporated in England and Wales under company number 02977368; "Crimson Tide Dire Barrie Reginald John Whipp, Jeremy Walterctors" Frederick Roth, Stephen Keith Goodwin, Graham Basil Ashley and Helen Bridget Whipp; "Crimson Tide Group" Crimson Tide and its subsidiaries; "Crimson Tide holders of Crimson Tide Shares;Shareholders" "Crimson Tide Shares" ordinary shares of 1p each in the share capital of Crimson Tide; "Deferred Shares" the deferred shares of 19p each in the share capital of the Company; "EGM" or the extraordinary general meeting of the Company"Extraordinary to be held at DMH Stallard, Centurion House, 37 Jewry Street, London EC3N 2ER at 11.00 a.m. on 21General Meeting" August 2006, notice of which is set out at the end of Admission Document; "Enlarged Group" the A.Cohen Group and the Crimson Tide Group together; "Enlarged Group the directors of the Company upon and immediatelyBoard" following Admission; "Enlarged Share the entire issued ordinary share capital ofCapital" A.Cohen upon Admission as enlarged by the issue of the New Ordinary Shares; "FSMA" Financial Services and Markets Act 2000; "Independent James Simpson Ferguson and Russell John Sincock;Directors" "London Stock London Stock Exchange plc;Exchange" "New Ordinary Shares" the Consideration Shares and the Placing Shares; "Official List" the Official List of the UKLA; "Ordinary Shares" ordinary shares of 1p each in the capital of the Company; "Panel" the Panel on Takeovers and Mergers; "Placees" the subscribers for the Placing Shares; "Placing" the proposed placing of the Placing Shares at the Placing Price pursuant to the Placing Agreement; "Placing Agreement" the conditional agreement between W.H. Ireland, the Directors, the Proposed Directors and the Company, further details of which are set out in Part VIII of the Admission Document; "Placing Price" 1.5 per Placing Share; "Placing Shares" the 59,975,227 new Ordinary Shares to be issued pursuant to the Placing; "Proposals" the Acquisition approval of the Waiver, change of name, increase of share capital, Placing and issue of Warrants described in Admission Document; "Proposed Directors" Barrie Reginald John Whipp, Stephen Keith Goodwin, Jeremy Walter Frederick Roth and Rowley Stuart Ager; "Record Date" 19 August 2006; "Resolutions" the resolutions set out in the notice of EGM at the end of Admission Document and reference to a "Resolution" shall be the relevant resolution set out in the notice of EGM; "Share Dealing Code" the code on dealings in the Company's securities adopted by the Company; "Shareholders" or holders of existing Ordinary Shares and Deferred"Members" Shares; "A.Cohen Group" A.Cohen and its subsidiaries; "UKLA" the United Kingdom Listing Authority of the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000; "Vendors" the Crimson Tide Shareholders as set out in Part II of Admission Document; "Voting Rights" means the right to receive notice of, attend (in person or by proxy or by corporate representative), speak (in person or by corporate representative) and to cast (in person or by proxy or by corporate representative) one vote per share at general meetings of the Company; "Waiver" the waiver of the obligations that would otherwise arise under Rule 9 of the City Code for the Concert Party to make a general cash offer for the whole of the Company's issued share capital; "Warrant Instrument" the warrant instrument executed by the Company on 27 July 2006; "Warrants" the 22,574,048 warrants, 7,580,241 of which entitle the registered holder thereof to subscribe for one Ordinary Share at 1.5p for every 2 Ordinary Shares held and 14,993,807of which entitle the registered holder thereof to subscribe for one Ordinary Share at 1.5p for every 4 Placing Shares subscribed for at any time until 3 years after Admission, the terms of are set out in Part VIII of the Admission Document; and "W.H. Ireland" W.H. Ireland Limited. This information is provided by RNS The company news service from the London Stock Exchange