Cohen(A.) & Co PLC
23 April 2002
A. Cohen & Co. plc
23 April 2002
Acquisition of interests
A. Cohen & Co. plc (the 'Company') announces that it has entered into two
agreements to acquire 20 per cent. of Scott Tod Developments Limited ('Scott
Tod') for £200,000 and to acquire 33.3 per cent. of Money Products International
Limited ('MPIL') for £40,000 respectively. The consideration is to be satisfied
by the issue of 1 million new ordinary shares in the Company to the selling
shareholders of Scott Tod and 200,000 new ordinary shares in the Company to the
selling shareholders of MPIL (together the 'New Ordinary Shares') at 20 pence
per share. Both these agreements have been entered into conditionally upon
obtaining waivers of pre-emption rights by the remaining shareholders of Scott
Tod and MPIL respectively.
Scott Tod, which is based in Crickhowell, Powys, operates a cash and card
handling systems business which develops, manufactures, distributes and manages
various cash and card products. These include automatic teller machines
('ATMs'), cash handling systems, including change machines, and card handling
systems, including card vending machines.
Scott Tod is a licensed member of the Link Interchange Network ('Link') for the
settlement of credit and debit card transactions in the UK through the Bank of
England. The Link is the only shared branded ATM network in the UK. Scott Tod is
also a distributor of ATMs manufactured by Triton Systems Inc., a wholly-owned
operating company of Dover Corporation, a company which is quoted on the New
York Stock Exchange with a market capitalisation of approximately $8 billion.
The shareholders of Scott Tod have also granted the Company a call option to
acquire the remaining 80 per cent. of Scott Tod. This option is exercisable
solely at the Company's discretion by 31 August 2002. If the option were to be
exercised, the consideration for the purchase of the remaining shares in Scott
Tod would be satisfied initially by the issue of 12 million new ordinary shares
in the Company and the payment of £500,000 in cash. Deferred consideration of up
to £2.5 million, to be satisfied in cash or shares, will be payable dependent
upon the profits achieved by Scott Tod in each of the years ending 31 December
2003, 2004 and 2005.
Scott Tod's most recent audited figures were for the year ended 30 June 2000
when it reported turnover of £1,542,565 and profit before tax of £33,941. Its
net assets at that date were £237,772.
MPIL has developed, and is the producer of, a card dispenser which is used in
card vending machines, including those manufactured by Scott Tod. MPIL's most
recent available figures are unaudited net assets of £36,632 as at 30 November
2000. Due to its size, MPIL is not obliged to report any turnover or profit for
this period. The selling shareholders of MPIL are both directors of Scott Tod.
These acquisitions are in line with the Company's previously announced
intentions to pursue investment opportunities. The Directors of the Company
believe that Scott Tod has the potential to be a key player in the developing
cash and card handling systems market.
Application will be made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares, representing approximately 9.2 per cent.
of the existing share capital of the Company, to be admitted to (i) the Official
List and (ii) trading on the London Stock Exchange's market for listed
securities (where shares of the same class are already traded). The New Ordinary
Shares will rank pari passu in all respects with the Company's existing ordinary
shares.
For further information please contact:
Royce Ritchie
Executive Chairman 00 61 417 500 979
This information is provided by RNS
The company news service from the London Stock Exchange
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