Schedule 1 - Titanium Asset

13 Sep 2007 11:03

AIM13 September 2007 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES("AIM RULES") COMPANY NAME: Titanium Asset Management Corp. COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : Registered address: 16192 Coastal Highway Lewes Delaware 19958 USA Trading address from Admission: Two North Tamiami Trail STE 1200 Sarasota Florida 34236 USA COUNTRY OF INCORPORATION: Incorporated in Delaware, USA, under the General Corporation Law of the State of Delaware COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: www.ti-am.com COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTINGSTRATEGY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVERUNDER RULE 14, THIS SHOULD BE STATED: The Company was admitted to trading on AIM as an investing company to pursue acquisitions of one or more operating companies engaged in the asset management industry. Pursuant to a reversetakeover, the Company is to acquire: - the entire issued and outstanding capital stock of Wood Asset Management Inc ("Wood");- the entire issued and outstanding capital stock of Sovereign Holdings, LLC ("Sovereign"); and- certain client mandates from Siesta Key Capital LLC ("SKC") (collectively, the "Acquisition"). In aggregate, following completion of the Acquisition, the Company will have approximately U.S.$3.33 billion of assets under management ("AUM"). Wood Wood is a Registered Investment Adviser with the SEC under the Investment Advisers Act of 1940 and is located in Sarasota, Florida. It was founded by Gary Wood in 1994. Wood manages U.S.$1.49billion of equity, balanced, fixed income and convertible investments. Its principal activity is the management of mid and large cap U.S. equities using a relative value style based on its ownfundamental research. Wood's clients include high net-worth individuals, foundations, pension plans and brokerage firms. Sovereign Sovereign, trading as Sovereign Advisers, is a Registered Investment Adviser with the SEC under the Investment Advisers Act of 1940 and is located in Charlotte, North Carolina. Sovereign managesU.S.$1.74 billion of fixed income investments. Sovereign's clients include high net-worth individuals, municipalities, companies, brokerage firms, and charities. SKC SKC is a Registered Investment Adviser with the SEC under the Investment Advisers Act of 1940 and is located in SarasotaFlorida. It has assets under management of approximately U.S.$150million and manages equity portfolios for pension plans, charities, corporations and high net worth individuals. Mr. John Sauickie founded SKC in 2004 and currently is the majority shareholder,Managing Partner and Chief Executive Officer of SKC. It is anticipated that approximately U.S.$100 million AUM will be transferred to the Company. Following completion of Acquisition, the Company will no longer be an investing company for the purposes of the AIM Rules. After such time, Titanium will continue as a normal operating company. DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeksadmission and the number and type to be held as treasury shares): 23,789,091 shares of common stock of US$0.0001 per share (the "Shares") and 20,000,000 warrants (the "Warrants"), each Warrant entitling the holder to subscribe for one Share. The Shares and Warrants will be subject to stringent requirements with respect to transferability as follows: Securities Act of 1933 The Shares and Warrants will not have been registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and will be ''restricted securities'' as defined in Rule 144promulgated under the Securities Act. Category 3 Offering - Compliance Period The Shares and Warrants offered under Regulation S will be subject to the conditions listed under section 903(b)(3), or Category 3, of Regulation S of the Securities Act. CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: No capital to be raised on admission. Market capitalisation will be US$130.8 million, based on the deemed issued price of US$5.50 for consideration shares to be issued as part of theconsideration for the Acquisition. PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 55.5% DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED: None FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): John Michael Kuzan, Chairman of the Board John Joseph Sauickie, Chief Executive Officer and Director Nigel David Wightman, Executive Director Thomas Anglin Hamilton, Non-Executive Director Mark Adam Parkin, Non-Executive Director Avigdor Kaplan (Non-executive Clal Director) Yehoshua (''Shucky'') Abramovich (Non-executive Clal Director) FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known orincluding any other name by which each is known): Before admission: CLAL Finance Ltd - 44.1% Whitewater Place, LLC - 5.8% Cyrus Opportunities Master Fund II Ltd. - 4.8% Schroder & Co AG - 5.9% JLF Asset Management (Note 1) - 3.5% Millennium Partners L.P. - 4.4% Wellington Management Company (Note 1) - 13.1% After admission: Clal Finance Ltd - 42.5% Whitewater Place, LLC - 5.6% Cyrus Opportunities Master Fund II Ltd. - 4.6% Schroder & Co AG - 5.7% JLF Asset Management (Note 1) - 3.4% Millennium Partners L.P. - 4.2% Wellington Management Company (Note 1) - 12.6% Note 1- held as portfolio manager in nominee accounts NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:Novantas, a New York based research and consultancy firm in the financial services industry Mr Avishay Ephrati (i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:(i) 31 December (ii) No financial information on the Company is included in the admission document (in accordance with AIM Rule 28) as the information has already been published. The informationon Wood and Sovereign is to 31 December 2006 (iii) by 30 June 2008; 30 September 2008; and 30 June 2009 EXPECTED ADMISSION DATE: 1 October 2007 NAME AND ADDRESS OF NOMINATED ADVISER: Seymour Pierce Limited 20 Old Bailey London EC4M 7EN NAME AND ADDRESS OF BROKER:Seymour Pierce Limited 20 Old Bailey London EC4M 7EN OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILSABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:The Admission Document containing full details about the applicant and the admission of its securities to AIM will be available from: Seymour Pierce Limited 20 Old Bailey London EC4M 7EN DATE OF NOTIFICATION: 13 September 2007 NEW/ UPDATE: NEW This information is provided by RNS The company news service from the London Stock Exchange