Change of Adviser
08 Mai 2009 - 6:15PM
UK Regulatory
TIDMMEA
RNS Number : 9833R
Medsea Estates Group PLC
08 May 2009
8 May 2009
Medsea Estates Group plc renamed AIM Investments Plc on 8 May 2009
('the Company')
Change of Adviser, Restoration of Trading to AIM, Change of Name and other key
strategic changes
The Company has appointed Zimmerman Adams International Ltd as Nominated Advsier
and Broker to the Company with immediate effect. Following this appointment, the
ordinary shares of the Company will be restored to trading on AIM at 7.00am on
Monday 11 May 2009.
Following the recent Extraordinary General Meeting ("EGM") on 30 April 2009, the
Company has now entered into arrangements as set out below.
Summary of Disposal
The disposal of a material subsidiary, Medsea UK Limited, falls under AIM rule
15 resulting in a fundamental change to the business of Medsea. Medsea UK
Limited is the holding company controlling the assets and liabilities of the
group located in Spain and Italy.
The disposal has been made for the consideration of 1 euro from the directors of
the Company, Tony Gatehouse and Juan Carlos Rodriguez ("Executive Directors").
In addition, deferred consideration of an amount equal to 15% of capital and
income distributions attributable to Medsea UK Limited's shareholdings in three
development Properties will be paid over a period of 5 years from the date of
the disposal, reducing after the five year period to 12% in year 6, 9% in year
7, 6% in year 8 and finally 3% in year 9.
The deferred consideration will be paid to a new entity to be set up
specifically for the benefit of shareholders exclusive of the Executive
Directors, thereby leaving the holders of 13,740,472 ordinary shares to benefit
from the possible deferred consideration. Moreover, the Company will have audit
access to Medsea UK Limited for the Deferred Period and in the event of any
dispute regarding valuations then both parties have agreed to be bound by the
decision of an Independent Accountant.
Following the disposal, the Company will effectively be an investing company
with no operations. The Company has adopted a new strategy ("Strategy") to
invest in profitable companies in emerging economies in particular from Brazil,
Russia, India and Asia. The Company will seek to complete a transaction within
12 months that may result in a reverse takeover as defined per AIM rule 14. The
Company will seek consent of the shareholders on an annual basis to renew or
change the Strategy. The Company will seek to invest in a passive capacity. The
incoming directors (as noted below) will form an investment committee to review
opportunities and associated due diligence in advance of progressing specific
opportunities.
Change of Name
To emphasise the change of strategy, the Company has now been renamed AIM
Investments plc. The Company was renamed AIM Investments plc on 8 May 2009 upon
the successful registration at Companies House.
Status of Acquisition
The Company indicated in the circular dated 7 April 2009 that it intended to
acquire a fund management business in order to implement the new strategy as
outlined above. The Company has not entered into a binding agreement to acquire
any business nor does it have the requisite funds to pursue any acquisition
currently. However, the Company will seek to raise further funds in order to
implement its investment strategy. The Company cannot currently confirm the
number nor the price of any new issue of shares that may be necessary to
implement the Strategy.
Resignation of the Executive Directors
Tony Gatehouse and Juan Carlos Rodriguez have resigned from the Company
following the Disposal to make way for a new board of directors that will seek
to implement the new strategy.
Appointment of New Directors
The following directors have been appointed following the EGM and have agreed to
waive their director fees indicated in the EGM Circular until further notice.
Andrew McEwan Meikle: Chairman and Executive Director (aged 50)
His directorships (current and held within the previous five years) are as
follows:
+----------------------------------+----------------------------------------+
| Current | Past |
| | |
+----------------------------------+----------------------------------------+
| The Treatment Centre Company Plc | Catalyst Investment Group Limited |
| | |
+----------------------------------+----------------------------------------+
| Maji Capital Partners Limited | Drugtreatment Holdings Limited |
+----------------------------------+----------------------------------------+
| Topshore Limited | Iberian Property Services Limited |
+----------------------------------+----------------------------------------+
| Maji Capital Partners Group Plc | The Steam Train Company (UK) Limited |
+----------------------------------+----------------------------------------+
| M Squared Equities Limited | Global Golf And Leisure Plc |
+----------------------------------+----------------------------------------+
| Argos Sol Limited | Ultrasound International plc |
+----------------------------------+----------------------------------------+
| | Sa Torre Development Limited |
+----------------------------------+----------------------------------------+
| | Fit Stop Limited |
+----------------------------------+----------------------------------------+
| | Fit Stop Health Clubs Sutton Limited |
+----------------------------------+----------------------------------------+
| | Limitevery Limited |
+----------------------------------+----------------------------------------+
| | Limitforce Limited |
+----------------------------------+----------------------------------------+
| | Cosmopolitan Life Centres Limited |
+----------------------------------+----------------------------------------+
| | Valley Schools Ltd |
+----------------------------------+----------------------------------------+
| | Red Moon Investments Ltd |
+----------------------------------+----------------------------------------+
Andrew Meikle was a director at the time, or within twelve months, of the
following companies going into receivership, compulsory liquidation, creditors'
voluntary liquidation, administration, company voluntary arrangement or
composition with creditors generally or any class of its creditors:
+--------------------------------------------------------------------------------+
| Fit Stop Health Clubs Sutton Limited |
+--------------------------------------------------------------------------------+
| Fit Stop Health Clubs Southampton Limited |
+--------------------------------------------------------------------------------+
Fit Stop Health Clubs Southampton Limited went into liquidation on 14 September
2001 owing creditors GBP854,253.88
Fit Stop Health Clubs Sutton Limited went into liquidation on 26 November 2002
owing creditors GBP311,395.00
Alexandra Eavis: Executive Director (aged 30)
Her directorships (current and held within the previous five years) are as
follows:
+-------------------------------------+-------------------------------------+
| Current | Past |
| | |
+-------------------------------------+-------------------------------------+
| Leone Services Limited | Ultrasound UK Limited |
+-------------------------------------+-------------------------------------+
| Infinity Corporate Finance Limited | Topshore Limited |
+-------------------------------------+-------------------------------------+
| Maji Capital Partners Group Plc | The Steam Train Company (UK) |
| | Limited |
+-------------------------------------+-------------------------------------+
Alberto Gil: Finance Director (aged 47)
His directorships (current and held within the previous five years) are as
follows:
+----------------------------------+----------------------------------------+
| Current | Past |
| | |
+----------------------------------+----------------------------------------+
| The Investment Trading Company | The Treatment Centre Company Plc |
| Limited | |
+----------------------------------+----------------------------------------+
| Premium Depth Limited | Medsea Estates Group Plc |
+----------------------------------+----------------------------------------+
| | B Fresh Limited |
+----------------------------------+----------------------------------------+
| | Double Carbon Battery Company Plc |
+----------------------------------+----------------------------------------+
| | Double Carbon Batteries Limited |
+----------------------------------+----------------------------------------+
| | Eastern European Ventures Plc |
+----------------------------------+----------------------------------------+
| | Turnaround Capital Consultancy Plc |
+----------------------------------+----------------------------------------+
| | Warmways Homecare Limited |
+----------------------------------+----------------------------------------+
| | Medsea Promotions Ltd |
+----------------------------------+----------------------------------------+
| | The Entrepreneurs Club (Birmingham) |
| | Limited |
+----------------------------------+----------------------------------------+
| | The Entrepreneurs Club (Central |
| | London) Limited |
+----------------------------------+----------------------------------------+
| | Gilbert Ali & Co Limited |
+----------------------------------+----------------------------------------+
| | Valley Schools Group plc |
+----------------------------------+----------------------------------------+
| | Red Moon Investments Limited |
+----------------------------------+----------------------------------------+
| | Warmways Holdings plc |
+----------------------------------+----------------------------------------+
| | Valley Schools Limited |
+----------------------------------+----------------------------------------+
| | Valley Schools Mancetter Limited |
+----------------------------------+----------------------------------------+
Alberto Gil was a director at the time, or within twelve months, of the
following companies going into receivership, compulsory liquidation, creditors'
voluntary liquidation, administration, company voluntary arrangement or
composition with creditors generally or any class of its creditors:
+--------------------------------------------------------------------------+
| Warmways Healthcare Limited |
+--------------------------------------------------------------------------+
| Cheers UK Limited |
+--------------------------------------------------------------------------+
Warmways Healthcare Limited (4363544) went into liquidation on 28 July 2005
owing creditors GBP686,230.59
Cheers UK Limited (2962285) went into administration 29 July 1998 owing
creditors GBP3,305,000.
There is no further information to disclose under schedule 2(g) of the AIM rules
for Companies.
Loan to Medsea and working capital
Maji Capital Partners Group plc ("Maji Capital"), a company connected to the new
directors, has provided a loan of GBP120,000 to the Company so that the
creditors of the Company are repaid within the terms set out in the EGM
Circular. The loan will be repayable on demand after 12 months and will be non
interest bearing until duly demanded and will accrue on a daily basis at an
annual rate of 5%.
Moreover, Maji Capital has agreed to provide working capital of up to GBP150,000
to the Company for a minimum period of eighteen months. The obligation to
provide the working capital facility has been guaranteed by two of the new
directors, Andrew Meikle and Alexandra Eavis. The working capital will be drawn
down where necessary and until such time as the Company raises funds for general
working capital.
The above are deemed related party transaction as per the AIM rules. John
Frankland, the non executive director of the Company, is a shareholder of Maji
Capital, therefore is not deemed independent. However, the Company having
consulted its Nominated Adviser, confirm that the terms of the transaction are
fair and reasonable insofar as its shareholders are concerned.
The Company intends to appoint an Independent Director in the near future and
will advise shareholders accordingly.
Directors' interest in the Company
PDT Holdings Limited, a party connected to Andrew Meikle, one of the new
directors of the Company, has acquired 64,238,940 ordinary shares (the "Sale
Shares) representing 82.38% of the current issued share capital of the Company
from Tony Gatehouse, Catherine Gatehouse and Juan Carlos Rodriguez Martinez all
of whom were previous directors of the company. The price of the Shares acquired
by PDT Holdings Limited will be 0.18p per share payable by issue of a deferred
loan note redeemable after 1 year without interest. The acquisition of the Sale
Shares is deemed to be outside the jurisdiction of the Takeover Code as the
Company was a controlled outside the jurisdictions of the Takeover Code at the
time of the transactions.
Takeover Code
The Company has consulted The Panel on Takeovers and Mergers regarding the
Company's status for the purposes of the City Code on Takeovers and Mergers. The
Company understands that the resolutions proposed at the EGM are not subject to
the provisions of the Code. However, following the Disposal, adoption of new
strategy and change of Directors the Company will become subject to the
jurisdiction of the Takeover Code. Therefore, all shareholders with effect from
today will be afforded protection by the City Code
Change of Website
The Company has a new website address, www.aiminvestmentsplc.com. The former
website, www.medseaestates-ir.com, will remain live and direct traffic to the
new website for the foreseeable future.
+----------------------------------------+----------------------------------------+
| Andrew Miekle/Alexandra Eavis/Alberto | 08702 701 111 |
| Gil | |
| AIM Investments plc | |
| www.aiminvestmentsplc.com | |
+----------------------------------------+----------------------------------------+
| Zimmerman Adams International Ltd | 020 7060 1760 |
| Ray Zimmerman/David Newton/Jonathan | |
| Evans | |
+----------------------------------------+----------------------------------------+
| Media enquiries: Threadneedle | 020 7653 9850 |
| Communications | |
| Alex White/Josh Royston | |
+----------------------------------------+----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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