ALPHA PROSPECTS - First Day of Dealings
Alpha Prospects Plc
PLUS SYMBOL: APHP
The directors of Alpha Prospects PLC ("Alpha Prospects" or "the Company") are
pleased to announce its entire issued Ordinary Share capital has today been
admitted to trading on PLUS.
Type of Issue: Introduction
ADMISSION DETAILS:
Admission Price: 3p
Ordinary Shares in Issue: 82,345,500
Market Cap on Admission: GBP 2,470,365
Funds raised: GBP 731,910
Sector Classification: Speciality & Other Finance
Corporate Advisor: Lion Capital Corporation Limited
Anticipated Admission Date: TBC
Principal Activities: To acquire and/or invest in niche companies operating in
the independent travel sector.
BUSINESS MODEL:
Alpha Prospects has raised £731,910.00 of initial capital in order to implement
its strategy of acquiring and or investing in niche companies operating in the
independent travel sector. These acquisitions and investments will be made with
a view to unlocking potential, and to create and realise sustainable value in
order to maximise capital gain for its shareholders.
ACQUISITION AND INVESTMENT CRITERIA
The Company will have no activity or business interests upon its Introduction
to PLUS. However, the Directors have identified prospects that they consider
worthy of further investigation.
The Company will seek acquisitions and or investments which would generally
have some or all of the following characteristics:
* niche private and or quoted companies operating in the independent travel
sector;
* a competent management team with a track record of building and managing a
business and able to deploy and manage capital to deliver the strategy;
* that the product and/or service provided by the target companies have an
ability to generate revenue streams with potential for expansion;
* that the target companies should have the potential to be profitable and/or
have significant asset values; and
* the owners of the business should accept a significant part of the
consideration for any acquisition in ordinary shares or other securities
issued by the Company.
Such acquisitions could include companies in which the Directors, their
families and connected persons are shareholders and in which they may also
exercise control, collectively or individually.
On an exceptional basis the Directors will also consider loss-making targets
where, in their opinion, there is a clear opportunity to develop a profitable
business.
REASONS FOR THE INTRODUCTION TO PLUS
The Directors are of the opinion that the Company will have sufficient funds
necessary for the Company to identify and carry out due diligence on potential
acquisitions and investment targets in its target areas and to provide working
capital for the Company's initial operations in line with its corporate
strategy as set out in this Document. The Directors also believe that the
principal benefit of the Introduction is the ability to heighten the Company's
profile whilst also broadening the Company's investor base.
Furthermore, the Directors believe that the benefits of introducing the
Company's shares to be traded on PLUS include:
* the ability to enter into negotiations with vendors of businesses or
companies to whom the issue of publicly traded shares as consideration is
potentially attractive;
* the increased potential to raise further funds in the future, either to
enable a proposed acquisition or investment to be completed and/or to raise
additional working capital or development capital for the Company once the
acquisition or investment has been completed; and
* the increased potential to attract high quality directors and employees by
offering share options at some time in the future. The Directors believe
that the ability to grant options over PLUS traded shares is potentially
more attractive to directors and employees than the grant of options over
unquoted shares.
RISK FACTORS
If any of the events described in the following risks actually occur, the
Company's business, financial conditions, results or future operations could be
adversely affected. In such a case, the price of the Company's Ordinary Shares
could decline and investors may lose all or part of their investment.
Additional risks and uncertainties not presently known to the Directors, or
which the Directors currently deem immaterial, may also have an adverse effect
upon the Company. These might include the following:-
i. The success of the Company depends largely upon the expertise of the
current Directors and their ability to identify suitable acquisition and
investment opportunities and implement the Company's strategy. The loss of
one or other of the key Directors could have an adverse effect on the
Company.
ii. The Company's future success will also depend, inter alia, on its future
Directors and management team. The recruitment of suitable skilled
directors and retention of their services or the services of any future
management team cannot be guaranteed.
iii. The value of the Ordinary Shares will depend, to a significant degree, on
the Company's ability to identify and make suitable acquisitions and
investments in a reasonable timeframe. The Directors intend that
appropriate due diligence be carried out by the Company on potential
prospects, but there is an inherent risk in researching companies or
businesses, which could adversely affect the value of the Ordinary Shares.
iv. As part of its corporate strategy the Company may well acquire shares in
quoted companies where the market price may be volatile and may therefore
be difficult to realise due to a potentially illiquid market. The Company's
strategy also includes investing in unquoted private companies. Investments
in private companies carry a high risk and these may be even more difficult
to value and realise.
v. The Company is a newly formed company with no established trading record
and does not presently carry on any trading activities. The value of an
investment in the Company is dependent inter alia upon the Company
investing in or floating on PLUS and acquiring a company or business that
meets the Company's corporate strategy. There can be no guarantee that the
Company will develop any project, company or business meeting the Company's
criteria or that any such company or business so promoted will be
profitable or achieve significant or sustainable growth. As a consequence,
resources might have been expended fruitlessly on investigative work and
due diligence.
vi. The Ordinary Shares are not listed or traded on any stock exchange.
Notwithstanding the fact that an application will be made for the Ordinary
Shares to be traded off exchange through PLUS this should not be taken as
implying that there will be a "liquid" market in the Ordinary Shares. An
investment in the Ordinary Shares may thus be difficult to realise. The
value of the Ordinary Shares may go down as well as up. Investors may
therefore realise less than their original investment, or sustain a total
loss of their investment.
vii. Share market conditions, may affect the ultimate value of the Company's
share price regardless of future operating performance.
viii. The market price of the Ordinary Shares may not reflect the underlying
value of the assets of the Company.
ix. Continued membership of PLUS is entirely at the discretion of PLUS Markets
Group plc.
x. PLUS is not on the AIM or the Official List. Consequently, it may be more
difficult for an investor to sell his or her Ordinary Shares and he or she
may receive less than the amount paid. The market price of the Ordinary
Shares may not reflect the underlying value of the Company's net assets or
operations.
xi. The share prices of public companies are often subject to significant
fluctuations. In particular, the market for shares in smaller public
companies is less liquid than for larger public companies. Consequently,
the Company's share price may be subject to greater fluctuation and the
Ordinary Shares may be difficult to sell.
xii. It is likely that the Company will need to raise further funds in the
future to raise further working or development capital. There is no
guarantee that the then prevailing market conditions will allow for such a
fundraising or that new investors will be prepared to subscribe for
Ordinary Shares. Shareholders may be materially diluted by any further
issue of ordinary shares by the Company.
xiii. The Company's Ordinary Shares are intended for capital growth and
therefore may not be suitable as a short-term investment. Investors may
therefore not realise their original investment at all, or within the
time-frame they had originally anticipated.
DIRECTORS:
Steven Freudmann - Aged 58, Non-Executive Chairman
Steven has over 30 years of experience in the travel and tourism sector and is
currently executive chairman of the Institute of Travel and Tourism and a
director of the Association of British Travel Agents ("ABTA") and the Triton
Travel Group.
In 1987 Steven was elected Chairman of the Travel Agent's Council of ABTA and
in 1992 became the youngest person ever to be elected to ABTA's Board. In 1997
he became the Association's youngest ever President, holding office for the
full term of three years. At the end of his Presidency, Steven became the first
ABTA President to be re-elected to the Board. In his capacity as senior
director, Steven chairs ABTA's three statutory Committees: Code of Conduct,
Membership and Government Affairs.
In 2004 Steven became Chairman of the UK's largest independent travel
consortium: Advantage Travel Centres ("ATC"). In 2005 he led the merger of ATC
with Worldchoice and Global to form the Triton Travel Group.
Christopher Foster - Aged 58, Chief Executive
Christopher is a director of Syndicated Minerals + Resources plc and Manzanillo
plc. He is also a non-executive director of AIM listed Cinpart plc.
He was a founder director of Chase Corporation plc and responsible for the
acquisition programme of five publicly listed companies which were later
acquired by Trafalgar House for £197m. For over ten years, until his
resignation in March 2005, Christopher was an Executive Director of
Planestation Group Plc, formerly Wiggins Group plc with responsibility for
corporate activities and investor relations.
Robert Painting BSc, FCA - Aged 56, Non-Executive Director
Robert is the chief executive of PLUS listed Early Equity plc and holds
non-executive directorships in GSH Group Plc and Addworth plc which are both
AIM listed companies.
Having qualified with Price Waterhouse Cooper, Robert subsequently spent more
than 20 years in senior positions with major international companies including
Keller Group Plc. As finance director of Keller, he was instrumental in its
creation via the management buy-out of the Keller companies from GKN Plc, the
subsequent successful flotation of the group in 1994, and in co-developing and
implementing its highly successful growth strategy.
Since leaving Keller in 1999, Robert has worked as an independent consultant
providing financial and strategic advice and corporate finance transaction
services to a variety of businesses.
DIRECTORS' SHAREHOLDINGS:
The interests of the Directors as persons discharging managerial
responsibilities and their connected person as at the date of this Document and
as expected to be immediately following the Introduction which have been
notified to the Company pursuant to rule 3.1.2 of the Disclosure and
Transparency Rules (all of which are beneficial unless otherwise noted):
Name Number of issued % of issued Ordinary
Ordinary Shares Shares
Steven Freudmann 3,000,000 3.64
Christopher Foster 18,000,000 21.86
Robert Painting 1,450,000 1.76
Notes:
1. The interest of Christopher Foster includes 8,000,000 Ordinary Shares held
by OMX Securities Nominees Limited for trustees of Mr Foster's SIP P, which
is being administered by Killik & Co.
2. The interest of Steven Freudmann is held by OMX Securities Nominees Limited
for trustees of Mr Freudmann's SIPP, which is being administered by Killik
& Co.
Insofar as is known to the Company, the names of all persons other than members
of the administrative, management or supervisory bodies who, directly or
indirectly, have an interest in the Company's capital or voting rights which is
notifiable under rule 5.1.2 of the Disclosure and Transparency Rules, are set
out below together with the amount of each such person's interest as at the
date of this Document and as expected to be immediately following the
Introduction.
Name Number of issued % of issued Ordinary
Ordinary Shares Shares
Anthony Freudmann 15,000,000 18.22
Early Equity Plc 12,500,000 15.18
Plus Investors Limited 10,000,000 12.14
Pershing Keen Nominees 6,250,000 7.59
Limited
Addworth Plc 5,000,000 6.07
Trustees of Drayson Pension 2,500,000 3.04
Fund
* Robert Painting is directly and indirectly interested in the Ordinary
Shares held by Early Equity plc, of which he is a Director and a holder of
27.89 per cent. of that company's issued share capital. He is also directly
and indirectly interested in the Ordinary Shares held by Addworth plc, of
which he is a Director and a holder of 3.40 per cent. of that company's
issued share capital. Finally, He is also directly and indirectly
interested in the Ordinary Shares held by Plus Investors Limited, of which
he is a holder of 4.33 per cent. of that company's issued share capital.
* Mark Watson-Mitchell is directly and indirectly interested in the Ordinary
Shares held by Addworth plc, of which he is a Director and a holder of
19.52 per cent. of that company's issued share capital. He is also directly
and indirectly interested in the Ordinary Shares held by Plus Investors
Limited, of which he is a Director and a holder of 38.3 per cent. of that
company's issued share capital.
* The Ordinary Shares held by Pershing Keen Nominees Limited are held by that
company on behalf of Timothy Foster.
PAST DIRECTORSHIPS
Director Current Directorships/ Past Directorships
Partnerships
Steven Freudmann Advantage Travel Centres World Travel Holdings Plc
Limited
Majestic Travel Limited
The Institute of Travel and
Tourism
Triton Travel Group Limited
Unpackaged Holidays Limited
Radiant Travel Services
Limited
Carefree Travel
(International) Limited
Carefree Travel Group Limited
A.T.P Training Limited
ABTA Limited
Unpackaged Holidays (Holdings)
Limited
Zoomtaxis.com Limited
Christopher Cinpart Plc Charles F. Hunter (Leisure)
Foster Limited
Manzanillo plc
C.S. Wiggins & Sons Limited
Syndicated Minerals +
Resources plc Duskwave Property Limited
Emptico Limited
Gudgeon Construction Limited
Kent International Airport
Limited
Kent International Airport
(Holdings) Limited
Kent International Travel
Limited
Kent International Business
Park Limited
Kingsbury (Cinema) Limited
London City Racecourse Limited
Manston Car Parks Limited
Norham Investments Limited
Norham Multi Leisure Limited
Planestation Group Plc
Planestation Limited
Planestation International
Leasing Limited
Planestation Management
Services Limited
Pool Garrett Builders Limited
Project Ventures Limited
Selltime Limited
Tomorrows Leisure Limited
Wessex Builders Guild Limited
Wiggins City Clubs Limited
Wiggins Castle Wharf Limited
Wiggins Cathedral View Limited
Wiggins Estates Limited
Wiggins Fairfield Limited
Wiggins Investments Limited
Wiggins Leisure Limited
Wiggins Management Services
Limited
Wiggins Property Developments
Limited
Wiggins St Johns Limited
Wiggins (Liverpool) SPV Limited
Wiggins (Burford) SPV Limited
Robert Painting Active Capital Investors Elevations Limited
Limited
Addworth Plc
Corporate Solutions Limited
Early Equity Plc
GSH Group Plc
Multi Screen Media Limited
ORT UK Limited
Seraphim Capital (General
Partners) LLP
SC2000 Limited
CORPORATE ADVISER AND CONTACT DETAILS:
Lion Capital Corporation limited is acting as the Corporate Advisor for the
Company, and can be contacted at:
3rd Floor, Henry Thomas House
5 - 11 Worship Street
London
EC2A 2BH
Tel: 020 7562 3389
ADMISSION DOCUMENT
Copies of the Admission Document will be available during office hours at the
offices of Lion Capital Corporation, address as above, or downloadable from the
PLUS-Markets website.
--ENDS--
The Directors of the issuer accept responsibility for this announcement
ENQUIRIES
ALPHA PROSPECTS PLC
Christopher Foster TEL: 07921 587 471
christopher.foster9@btinternet.com
LION CAPITAL CORPORATION TEL: 020 7562 3389
Monisha Varadan
mvaradan@lioncapitalcorporation.com
END
